BondMason Platform Service Terms
Last published: 12 April 2017
1.1. These terms and conditions (“the Agreement”) govern the operation and use of the receivables purchasing platform operated by BondMason Ltd ("we", "us" and "our") and accessible via https://www.bondmason.com/ (“Platform”) by any person whose application to use the Platform we accept ("you", "your"). Capitalised words that are not defined where they first appear shall have the meaning given to them in Clause 16.
1.3. Each party to this Agreement is acting as an independent contractor and nothing in this Agreement shall create any partnership, agency, employee or joint venture relationship between us, you and/or any other party.
1.4. The Platform enables the sale by each seller registered on the Platform (“Seller”) of cash receipts paid to the Seller under a loan made by the Seller on certain peer-to-peer lending platforms (“Receivables”) to a buyer registered on the Platform (each a “Buyer”). The Platform operates by:
1.4.1. enabling eligible Buyers and Sellers to register with us under Clause 2 of this Agreement for a BondMason Account (as defined in Clause 3).
1.4.2. enabling Sellers to direct the operators of peer-to-peer lending platforms (“P2P Lending Platforms”) to pay the Receivables to the BondMason Customer Funds Account (as defined in Clause 4).
1.4.3. enabling Buyers to pay to the BondMason Customer Funds Account the funds they wish to use to buy Receivables.
1.4.4. matching each offer by a Seller to sell each Receivable via the Platform under Clause 4 of this Agreement (“Offers”) with a Buyer’s bid to buy that Receivable (“Bid”) under Clause 5, which automatically results in a contract that incorporates the financial terms and the Receivables Purchasing Conditions (“Receivables Agreement”).
1.4.5. debiting the BondMason Account of the Buyer and crediting the BondMason Account of the Seller for the amount of the purchase price under each Receivables Agreement (“Price”), less any charges due to us under Clause 8.
1.4.6. crediting the BondMason account of the Seller with the receipt of cash related to each Receivable (“Receipts”) that is received from the relevant P2P Lending Platform and, if that Receivable has been sold to a Buyer, immediately debiting the Seller’s BondMason Account and crediting the Buyer’s BondMason Account with the amount of that Receivable, less any charges due to us under Clause 8.
1.5. The nature of the Receivables Agreement is that you have no recourse against either the Seller or the borrower under the loan related to the Receivables in the event that the Receivables are not paid to the BondMason Customer Funds Account. You are responsible for making your own assessment of the risks of entering into Receivables Agreements. If you are in doubt or require any assistance in making such an assessment, you should consult independent professional advisors. The operation of the Platform and the sale of Receivables are not regulated activities, are not covered by any Financial Services Compensation Scheme and there is no right of complaint to the Financial Ombudsman Service.
1.6. BondMason Ltd is a company incorporated in England & Wales under company registration number 09616491, having its registered office at 4 Kinsbourne Court, 96 - 100 Luton Road, Harpenden AL5 3BL; and registered with the Office of the Data Commissioner (registration number ZA145612).
1.7. By agreeing to the terms of this Agreement, you represent and warrant to us that:
1.7.1. all information you provide to us is true and accurate in all respects;
1.7.2. you are entering into this Agreement and each Receivables Agreement as principal and not on behalf of any third party;
1.7.3. your entry into and performance of this Agreement and each Receivables Agreement will not violate any law, ordinance, charter, by-law or rule applicable to you, or any other agreement by which you are bound;
1.7.4. you will not send funds to the BondMason Customer Funds Account other than by using the payment methods specified by us and you will not request that funds be sent from either of those accounts other than to your Nominated Payment Account; and
1.7.5. you will not use the Data posted on the Platform for any purpose other than participating on the Platform.
1.8. Although we use all reasonable endeavours to conduct due diligence on Third Party Platforms and Third Party Platform Operators, we do not control their activities and we do not warrant, represent or undertake that:
1.8.1. any of the documents supplied or accessed via the Platform (including, without limitation to the generality of the foregoing, any documents referred to in Schedule A or B, or which are made available by any Third Party Platform Operator), or which relate to any such documents, are suitable or appropriate for your needs or comply with Applicable Law or are enforceable and you must take your own independent legal and other professional advice on the terms of such documents;
1.8.2. each Third Party Platform or Third Party Platform Operator complies with Applicable Law.
Eligibility and registration
2.1. To register with us as a Seller, you must:
2.1.1. be an individual, at least 18 years old, living in the United Kingdom ("UK") or a UK registered company or partnership; and
2.1.2. have a payment account in your own name (or your company name) with a financial institution authorised to offer payment services in the UK (“Nominated Payment Account”) ; and
2.1.3. satisfy our identity verification, anti-fraud and credit checks.
2.2. To register with us as a Buyer, you must:
2.2.1. be an individual, at least 18 years old, living in the UK or a UK registered company or partnership;
2.2.2. have a Nominated Payment Account; and
2.2.3. satisfy our identity verification, anti-fraud and credit checks.
2.3. We may decline to register any person to use the Platform for any reason in our sole and absolute discretion.
BondMason Account and Access Codes
3.1. If we approve your application for registration, we will:
3.1.1. set up a data account in our systems that is used to record your transactions on the Platform, the balance of any funds to which you are entitled and certain information about you and the Platform (“BondMason Account”); and
3.1.2. issue and/or activate any secret codes required by you to access your BondMason Account (“Access Codes”).
3.2. We will do all that we reasonably can to prevent unauthorised access to BondMason Account. To make Offers or Bids through the Platform you must log on to BondMason Account using your Access Codes. So long as the correct Access Codes are entered, we will assume that you are the person giving instructions and you will be liable for the activity on your BondMason Account, subject to Clause 15.4. You must therefore keep your Access Codes secret and avoid storing them in any way that enables anyone else to impersonate you. If you disclose your Access Codes to any third person, including any employee or adviser whom you authorise to access your BondMason Account, you are also responsible and liable for any resulting access, use, misuse or disclosure by that person.
3.3. You must tell us as soon as possible if you think that someone else knows your Access Codes or can impersonate you in dealing with us or on the Platform. Otherwise, you will be responsible for any instruction which we receive and act on, even if it was not given by you, and we will not be responsible for any unauthorised access to your BondMason Account or the information in it.
3.4. We can refuse to act on any instruction that we reasonably believe is unclear, not given by you or might result in a breach of Applicable Law.
3.5. We will issue annual BondMason Account statements to Buyers electronically.
Bidding to Purchase Receivables on the Platform
Please see the Standard Terms for a Receivables Agreement here: https://www.bondmason.com/standard-receivables-agreement
4.1. Before making a Bid via the Platform, you must first transfer an amount to cover the Bid to our segregated bank account held at a duly authorised UK credit institution for the purpose of holding and disbursing funds paid by you other than in relation to fees and charges due and payable to us under this Agreement (“BondMason Customer 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 7. You may then make a Bid in respect of any cleared funds shown in your BondMason Account as available in relation to one or more Offers. 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 Payment 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 from or to your Nominated Payment Account or otherwise. Any such charges or costs shall be debited by us from your BondMason Account, and the corresponding amount will be deducted from funds held by us for you in the BondMason Customer Funds Account.
4.2. When you make a Bid, the amount of funds held on your behalf in the BondMason Customer Funds Account will be shown as reserved for that Bid in your BondMason Account.
4.3. By making a Bid you are accepting either an Offer that matches the terms of your Bid and agreeing to enter into a Receivables Agreement with the Seller who made that Offer, or an offer to assign an existing Receivables Agreement under Clause 6.5.
4.4. Once your Receivables Agreement or assignment has been agreed, we will debit your BondMason Account and credit the Seller’s BondMason Account for the Price, net of any charges due to us under Clause 8.
4.5. We will have checked that each Seller has directed the relevant P2P Lending Platform to pay to the BondMason Customer Funds Account the proceeds due under the loan related to the Receivable, which shall constitute the Receipts for the purpose of this Agreement and the corresponding Receivables Agreement when they are credited to the BondMason Customer Funds Account. When they are received, we will credit to your BondMason Account the amount of any Receipts that are due and payable to you under your Receivables Agreement(s), less any charges due to us under Clause 8.
4.6. You may either withdraw to your Nominated Payment Account or re-Bid any surplus funds in the BondMason Customer Funds Account that are showing as available to you in your BondMason Account (rather than reserved to any current Bid or Receivables Agreement), by following the instructions in your BondMason Account.
Offering to Sell Receivables on the Platform
5.1. Before making an Offer on the Platform, you must specify in your BondMason Account the loan under which the Receivables are due to you, the key terms of that loan that we request you to provide to us and identify of the relevant P2P Lending Platform. You authorise and direct us to contact the P2P Lending Platform on your behalf and to arrange for the payment of the Receivables to the BondMason Customer Funds Account.
5.2. By making an Offer, you agree that it may be matched with any Bid that matches the terms of your Offer and that this will result automatically in a Receivables Agreement with the Buyer who made that Bid.
5.3. You agree to provide to us any information we ask you for in order to comply with Applicable Law.
5.4. If any information you give us is inaccurate or misleading, this will be reported to the relevant credit reference and anti-fraud agencies and the Receivables Agreement will be void); and
5.5. You may withdraw or change an Offer at any time before it either expires in accordance with its terms or is matched, by following the instructions in your BondMason Account. Each Offer will remain open until it expires in accordance with its terms or it is matched or you withdraw it.
Administration of each Receivables Agreement
6.2. Only we will communicate with you about your BondMason Account, Offers, Bids and your Receivables Agreements.
6.3. The Seller hereby directs the P2P Platform Operator to provide any information about receivables to us such that we can display such data in the BondMason Account of the Seller and Buyer, and agrees to promptly execute and deliver such documents, perform such acts and do such things as we may require from time to time for the purpose of giving full effect to this Agreement and each Receivables Agreement.
6.4. The nature of the Receivables Agreement is that you have no recourse against either the Seller or the borrower under the loan related to the Receivables in the event that the Receivables are not paid to the BondMason Customer Funds Account.
6.5. As a Buyer, you may freely assign or transfer or otherwise dispose of your right, title and interest in each of your Receivables Agreements and all associated rights under this Agreement in the following manner (or in any other manner approved by us, in writing, for that purpose) and on the following terms (so that we can record the assignment, give notice of it to the Seller and direct payment of the Receipts as appropriate), provided that the Seller’s rights and obligations under any such Receivables Agreement that has been assigned or transferred shall not be adversely affected in any way whatsoever:
6.5.1. the Buyer who wishes to sell a Receivables Agreement (“Outgoing Buyer”) identifies one or more Receivables the Outgoing Buyer wishes to sell, on the basis that:
184.108.40.206. each Receivables Agreement must be sold in whole and not in part;
220.127.116.11. the Receivables Agreement must not be in Default or on the Watchlist (as defined below) at the time it is offered for assignment and at the time when notice of the assignment is given to the Seller under this Clause 6.5 );
18.104.22.168. each Receivable must only be advertised for sale through the BondMason platform and not through any other means unless agreed by BondMason in advance;
22.214.171.124. each Receivable can be sold at a maximum value of the outstanding amount then due and payable under that Receivables Agreement.
“Default” shall mean where any Receivables due and payable under the loan corresponding to the Receivables Agreement have not been paid into the BondMason Customer Funds Account for the benefit of the Seller.
“Watchlist” shall mean where there is an exepctation that any Receivables due and payable under the loan corresponding to the Receivables Agreement may not be paid in full and on time into the BondMason Customer Funds Account for the benefit of the Seller.
6.5.2. As an Outgoing Buyer, you irrevocably offer to assign to all your rights, title and interest in the selected Receivables Agreement to another Buyer on the Platform by selecting to liquidate that Receivable, giving details of the selected Receivables Agreement and the amount you wish to be paid for making the assignment (which will include payment for any amount accrued since the last payment date but not yet paid up to the date of assignment), in which case:
126.96.36.199. within 1 Business Day after receiving your request, we will seek to match to any interested Buyers on the basis of the details you have provided;
188.8.131.52. unless and until you withdraw your offer under clause 6.5.2 any other Buyer who has adequate funds showing as available in their BondMason Account to cover the amount payable under that offer (“Incoming Buyer”) may inform us of their acceptance of it either through the Platform or via the ‘Autobid’ feature provided on the Platform (if multiple acceptances are received, the first acceptance received by us prevails), in which event:
184.108.40.206.1. the amount outstanding under the Receivables Agreement as at the last payment date on which payment was made prior to the date of assignment will be debited from the Incoming Buyer’s BondMason Account and credited to your BondMason Account, such that you will then be entitled to request the transfer of the corresponding funds from the BondMason Customer Funds Account to your Nominated Payment Account under Clause 7.3 (using the “Withdraw your funds” feature);
220.127.116.11.2. any amount accrued under that Receivables Agreement since the last payment date prior to the date of assignment but not yet paid will be apportioned to you and the Outgoing Buyer when it is paid to the BondMason Customer Funds Account, according to the number of days before and after the date of assignment to which the payment relates;
18.104.22.168.3. you will pay to us the fee specified in Clause 8.2, which will be debited from your BondMason Account at the time when the outstanding principal is credited to your BondMason Account;
22.214.171.124.4. notice of the assignment will be given to the Seller under that Receivables Agreement, so that the legal assignment takes effect; and
126.96.36.199.5. we will then record the Incoming Buyer as the legal owner of that Receivables Agreement.
6.5.3. You acknowledge that it may take up to 28 days, or longer, for an Incoming Buyer to be found for such Receivables Agreements, if at all, and BondMason makes no guarantee of the possibility, timing or price of such a sale.
6.5.4. Each Outgoing Buyer and Incoming Buyer agrees that any assignment of a Receivables Agreement other than in accordance with the terms of this Clause 6.5 shall be void and of no effect. In the event that we become aware that this is the case, including the case where a Receivables Agreement was in Default in breach of Clause 188.8.131.52, we will reverse the process specified in Clause 184.108.40.206.
6.6. As a Seller, you shall not assign, transfer or otherwise dispose of your rights or obligations under any Receivables Agreement.
BondMason Customer Funds Account
Money you transfer to the BondMason Customer 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 BondMason Customer Funds Account, we shall apportion such interest amongst the Sellers and Buyers on whose money this interest has accrued by crediting their respective BondMason Accounts accordingly on a monthly basis. We shall not keep any such interest earned for our own account.
In the event that there has been no activity on your BondMason 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 BondMason Customer Funds Account to your Nominated Payment Account or sending a cheque to your last-known residence.
You may request us to transfer your funds from the BondMason Customer Funds Account to your Nominated Payment Account, provided those funds have not been reserved for a Bid in accordance with Clause 4.2 of this Agreement.
Clients must retiain aminimum overall balance of £5,000 at any time. This includes the amount of funds invested and held in cash in the relevant customer funds accounts.
Fees and Charges
8.1. In consideration of us arranging for the opportunity for the Buyer to purchase the Receivables, bringing the Buyer and the Seller together and making arrangements for the sale of the Receivables and for the associated arrangements necessary to give effect to the terms of the Receivables Agreement in accordance also with these Service Terms each Buyer shall pay to us an ongoing annual fee equating in value from 1% to 1.5% of the current amount outstanding under all Receivables Agreements owned on each day by the Buyer (“Fee”). The Fee to be calculated shall be based on the Clients invested balance and shall be calculated and accrue daily and be debited by us daily from Buyer’s BondMason Account, and an amount corresponding to the accrued Fee shall be deducted and paid from the BondMason Customer Funds Account to our own bank account.
The Fee is calculated in the following way:
8.2. If there are insufficient funds shown as available in the Buyer’s BondMason Account to pay the Fee, then the Fee will continue to accrue on a daily basis until there are sufficient funds shown as available to pay the Fee, at which point the aggregate of the accrued Fee shall be debited from the Buyer’s BondMason Account and paid to our own bank account in the same way as set out in Clause 8.1 .
8.3. Each Outgoing Buyer shall pay to us a fee of up to 2.0 % of the current amount outstanding under each Receivables Agreement that is sold under Clause 6.5.
8.4. BondMason reserves the right in its sole and absolute discretion to charge any Seller up to 2.0% of the total value of a Receivable which is being sold by that Seller.
8.5. You are also responsible for any related telecommunications charges, digital television subscription or other charges for the time you spend accessing the Platform via the Internet or any wireless, television or other relevant network.
8.6. Whilst it is expected that the Fee will be in respect of an exempt supply for VAT purposes such that VAT is not payable in respect of the Fee, all sums or consideration payable to us under this agreement are expressed exclusive of VAT and the Buyer or Outgoing Buyer or Seller (as appropriate) shall in addition pay an amount equal to any VAT chargeable on those sums or consideration, and we shall be entitled to deduct such amount from the BondMason Account of the Buyer, Outgoing Buyer or Seller (as appropriate) and pay in to our own bank account at the same time as the corresponding sum or consideration becomes due and payable in accordance with this Clause 8.
Amendments to this Agreement
9.1. We may change the terms of this Agreement from time to time in response to:
9.1.1. your feedback and suggestions;
9.1.2. changes imposed by third party suppliers or the decisions or orders of courts, the Financial Conduct Authority or other authorities; and/or
9.1.3. the need to improve or correct problems in the operation Platform or changes to Applicable Law. We will summarise any such changes at the top of this Agreement.
We will try to give 30 days' notice of when changes take effect, by email and/or in your BondMason Account, except where changes do not materially adversely affect you or are beneficial. If you continue to use the Platform after the time we state the changes will take effect, you will have accepted the changes.
10.1. If all your Receivables Agreements have been discharged (or assigned, if you are a Buyer) you may terminate your BondMason Account by email to firstname.lastname@example.org. It is not practicable for you to terminate otherwise, because we would be unable to perform our obligations to administer the relevant Receivables Agreements in those circumstances.
10.2. We may terminate or suspend your BondMason Account immediately and without notice if:
10.2.1. we become aware or reasonably suspect that have lied to us or that you may are engaged in any fraud or illegal activity;
10.2.2. we become aware or reasonably suspect that may be the victim of any fraudulent activity, in which case we will notify you of any steps you may be able to take to enable us to restore access to our BondMason Account, to the extent that we are permitted to do so under Applicable Law;
10.2.3. you materially breach the terms of this Agreement and fail to remedy that breach within 30 days after receiving a notice from us to do so, die, become bankrupt or make a voluntary arrangement with your creditors,
however, such termination or suspension will not affect your obligation as a Seller to pay any amounts due to Buyers under any Receivables Agreement(s).
10.3. In the event that your BondMason Account is terminated:
10.3.1. We will initiate payment of any funds held on your behalf in the BondMason Customer Funds Account to your Nominated Payment Account, or by cheque to your last known place of residence;
10.3.2. we will provide you with limited access to your BondMason Account for a period of 7 days to download any of your User Content or Data relating to your Receivables Agreements, after which your right to access your BondMason Account and the Platform will cease;
10.3.3. if you are a Buyer, we will provide a final statements of amounts received by you during the then current UK personal tax year;
10.3.4. we will continue to maintain records related to you and your BondMason Account to the extent necessary to comply with Applicable Law.
Your User Content and Use of the Platform
11.1. You represent, warrant and undertake that none of your User Content will violate or infringe upon the rights of any third party, including Intellectual Property Rights; or contain libellous, defamatory or otherwise unlawful material. In addition, you undertake not to use the Platform or any part of BondMason web site(s) to:
11.1.1. harvest or collect email addresses or other financial, personal or contact Data of other users from the Platform by electronic or other means for the purposes of sending unsolicited communications or inviting any person to lend or borrow outside the Platform;
11.1.2. 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;
11.1.3. use automated scripts to collect Data from or otherwise interact with the Platform;
11.1.4. upload, post, publish, display, transmit, share, store or otherwise make available on the Platform any Data that we may deem:
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;
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;
to be unsolicited or unauthorised advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
to be the personal Data of any third party, including, without limitation, addresses, phone numbers, email addresses, or other identifiers;
to be an attempt to promote or market any goods or services for your own financial benefit;
11.1.5. register on the Platform more than once or register on behalf of an individual other than yourself, or register on behalf of any entity without that entity's prior written authorisation;
11.1.6. 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;
11.1.7. use or attempt to use another's account, service or system without authorisation from us, or create a false identity on the Platform;
11.1.8. solicit personal Data from anyone under 18 or solicit passwords or personally identifying Data for commercial or unlawful purposes;
11.1.9. use the Platform in such a way so as to remove the copyright or trade mark notice(s) from any copies of any material made in accordance with this Agreement.
11.2. You are solely responsible for your User Content. You may not post, transmit, or share User Content on the Platform 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 obliged to, review the Platform and may delete or remove (without notice) any BondMason Data or User Content in our sole discretion, for any reason or no reason, including without limitation User Content that in our own absolute discretion violates any provision(s) of these this Agreement. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content.
11.3. When you post your User Content, you authorise and direct us to make such copies thereof as we deem necessary in order to facilitate the publication, display and storage of the User Content on the Platform. By posting User Content 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 Content for any purpose on or in connection with the Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorise sublicenses of the foregoing. You may remove your User Content from the Platform at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that we may retain archived copies of your User Content.
11.4. You agree to indemnify and hold each other Client, 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 attorney's fees, arising out of or in connection with any of your User Content, your use of the Platform, your conduct in connection with the Platform or with other users of the Platform, or any violation of these this Agreement or of any law or the rights of any third party
11.4.1. For the avoidance of doubt, in any case of a pension investor (for example, investing via or through a SSAS or SIPP), the liability of the professional trustee is limited to the extent of the assets of the pension scheme purchasing the Receivables.
11.5. You are solely responsible for your interactions with other Clients. We reserve the right, but have no obligation, to monitor disputes between you and other Clients and users.
Use of BondMason Data and the Platform
12.1. BondMason Data and all the Intellectual Property Rights in BondMason Data is either owned by us or our licensors (for example, credit reference agencies). Any use of BondMason Data otherwise than in accordance with this Agreement entitles us to cancel your BondMason Account. You may:
12.1.1. display BondMason Data on a computer screen or take a reasonable number of copies for your records or store BondMason Data in electronic form on your computer, provided that such copies and any stored BondMason Data is only used for your own personal and non-commercial purposes;
12.1.2. not reproduce, modify or in any other way commercially exploit any of BondMason Data, including without our prior written consent (which may be withheld for any reason):
redistributing any of BondMason Data;
removing any copyright, trade mark or other notice included with BondMason Data;
creating a database in electronic or structured manual form by systematically downloading and storing all or any such Data.
12.2. BondMason Data may include output from tools (including calculators designed to allow you to consider "what if" scenarios using pricing and other Data). None of this or any other aspect of BondMason Data will provide more than indicative results, depending on the Data you have supplied, and cannot be relied upon as a guarantee of any particular result.
12.3. We will use reasonable skill and care in the supply of BondMason Data to you. Due to the number of third party sources from which BondMason Data is obtained and the nature of distribution of Data via the Internet, we cannot guarantee, warrant or represent that:
12.3.1. BondMason Data is complete, accurate, up-to-date or error-free;
12.3.2. the Platform or web site is virus free or that their operation will be continuous, uninterrupted or error-free.
12.4. The Platform contains links to other Internet sites and telephone numbers for services provided by others. The availability of such third party sites, services or material does not constitute any form of recommendation, advice, endorsement or publication of any such third party sites, services or material and we are not responsible for their availability or Data.
12.5. None of the Data on the Platform, and in particular, neither the User Content nor BondMason Data, can be relied upon by you or any third party as a guarantee of any particular result, nor does any such Data constitute any form of advice, recommendation or endorsement by us, and it is not intended to be relied upon by you as the basis for making (or refraining from making) any specific decision.
12.6. You download the Data on the Platform, and in particular the User Content and BondMason Data, at your own risk and discretion and you are exclusively responsible for any damage to your computer or any lost Data that results from you downloading any such Data. You should therefore exercise caution in the use and downloading of any such Data or materials and use industry-recognised software to detect and disinfect viruses.
12.7. We reserve the right to change any and all Data, software and other items used or contained in the Platform offered through the Platform at any time without notice.
12.8. You may not include a link to the Platform in any other site, computer or network without our prior written consent and licence.
Limits on Liability
13.1. We agree to:
13.1.1. act fairly, reasonably and responsibly in our dealings with you;
13.1.2. not discriminate against any Client because of their race, sex, disability, ethnic background or sexuality; and
13.1.3. correct mistakes and handle complaints promptly in accordance with any agreed time periods.
13.2. Except as otherwise expressly stated in this Agreement, we shall only be liable for foreseeable loss or damage arising directly out of our own breach of this Agreement, negligence or wilful misconduct.
13.3. We shall not be liable for any loss or damage arising out of or in connection with:
13.3.1. any error or inaccuracy in the Data entered by you or any other Client;
13.3.2. your, or any third party’s, negligence, breach of contract, misrepresentation or wilful misconduct in relation to the Receivables Agreements or other uses of the Platform.
13.3.3. any of the documents or information supplied by any Third Party Platform, Third Party Platform Operator or participant on any Third Party Platform, or which relate to any such documents or information;
13.3.4. any breach of contract, breach of Applicable Law, breach of statutory duty, negligence or wilful misconduct of any Third Party Platform or Third Party Platform Operator.
13.4. We may be responsible for any loss or damage to you resulting directly from any unauthorised access to BondMason Account, unless you breach the other provisions of Clause 3, and subject to the limits on our liability under this Clause 13).
13.5. We are not responsible or liable in any manner for any User Content or any Data posted on the Platform by third parties. Although we provide rules for user conduct and postings, we do not control and are not responsible for what Clients or other users post, display, upload, publish transmit or share on the Platform and are not responsible for any Data that breaches or is of a kind that might breach any provision of these this Agreement. We are not responsible for the conduct, whether online or offline, of any Client or other user of the Platform.
13.6. THE PLATFORM, THE USER CONTENT, THE BONDMASON DATA AND ALL OTHER DATA ON THE PLATFORM AND BONDMASON WEB SITE(S), ARE PROVIDED "AS-IS" AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
13.7. We shall not be liable for any indirect, special or consequential loss or damage, including (but not limited to) loss or damage arising out of or in connection with lost Data, lost profits, damage to goodwill or business interruption.
13.8. We shall not be liable for any delay or failure to perform our obligations under this Agreement due to circumstances beyond our own reasonable control.
13.9. Nothing in this Agreement shall exclude or limit the liability of either you or us for death or personal injury caused by our own negligent or fraudulent acts or omissions.
Complaints Handling Process
14.1. If you want to make a complaint about the Receivables Agreement or BondMason you can email email@example.com with brief details of your complaint and your account reference. BondMason will acknowledge your complaint within one Business Day. BondMason will then investigate and send you an initial response. This should take no longer than five Business Days, and we aim to deal with all complaints promptly and fairly. If you are not satisfied by BondMason’s response, you may contact the Client Services Manager who will respond by email within a further five Business Days.
14.2. If you are not satisfied with the response from the Client Services Manager you can email firstname.lastname@example.org, marking the email for the attention of the Chief Executive Officer and enclosing responses already given to you. Your email will then be referred to the Chief Executive Officer, who will respond within a final five Business Days.
14.3. 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/or indicates when we will make further contact.
14.4. As the operation of the Platform and sale of Receivables is not a regulated activity, complaints cannot be referred to the Financial Ombudsman Service. This does not affect your ability to seek remedy in relation to this Agreement through the courts.
15.1. You agree that all Data, notices and other documents that we are entitled or obliged to send you may be delivered in writing electronically to you in your BondMason Account, or may be sent by post to your last known postal address. If we send notices to your BondMason Account, you will also receive by email to your email address specified in BondMason Account a prompt to log-in to your BondMason Account to see the notice.
15.2. The records kept by us in the Platform shall be conclusive of the facts and matters they purport to record.
15.3. "BONDMASON", and related design(s), are trademarks of BondMason Ltd.
15.4. If any part of this Agreement that is not fundamental is found to be illegal or unenforceable, such finding shall not affect the validity or enforceability of the remainder of this Agreement.
15.5. Any decision by a party not to exercise its rights under this Agreement at any time will not prevent that party from doing so later.
15.6. This Agreement (and any non-contractual obligations arising out of or in connection with it) is governed by English law and any disputes shall be referred to the exclusive jurisdiction of the courts of the United Kingdom.
15.7. If any Taxes apply to you as a result of entering into this Agreement or any Receivables Agreement you must account for them yourself. The amount of income tax payable is dependent on your individual circumstances and may be subject to change in the future. You shall be liable to indemnify us and the Seller referred to in clause 1.4 (being the person who made the loan from which the Receivables you are acquiring are derived) in respect of any liability to Tax which we or the said Seller may incur in respect of income which is your income for Tax purposes derived from any purchase you make in accordance with these terms and conditions (whether such Tax is payable by us or by the said Seller by deduction or withholding or by any other means); and notwithstanding any other provision of these terms and conditions we and/or the said Seller shall be entitled when arranging for any payment of receivables to be made to you to make all such deductions or withholdings for or on account of any Tax as we reasonably consider may be required by law to be deducted or withheld from such payments.
In this Agreement the following words have the following meanings:
“Applicable Law” means all laws, regulations, rules and regulatory guidance applicable to the operation of the Platform, your activities on the Platform and/or the Receivables Agreements;
"BondMason Data" means all Data delivered to you by us during your use of the Platform, and all copyright, database rights and all other Intellectual Property Rights in such Data.
“Business Day” means the days on which banks in England are open for a full range of banking transactions.
“Client” means each and any Buyer or Seller or any other client of us or user of the Platform
“Data” means any data or information in any form, including text, numerics and still and moving images;
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Tax, Taxes or Taxation” all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction; and any penalty, fine, surcharge, interest, charges or costs relating thereto.
"User Content" means Data uploaded, published or displayed by any user on or through the Platform, BondMason web site(s), or transmitted to or shared with other users;
“VAT” value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.