DEFINITIONS AND INTERPRETATIONS
"Advisor" means a person that has been granted to provide support services to a Sponsor;
"Affiliated Company" means in relation to any person, a Subsidiary of that person or a Holding Company of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;
"Confidential Information" means all financial, technical, legal, fiscal, operational information, information relating to business activities, staff or the management, or other information relating to the respective Sponsor who is disclosing the information or an Affiliated Company and its Financing Profile which is shared with the Lender, its corporate agents, staff, consultants or other third parties working for it directly or indirectly on the Platform or in arranging a Financing Transaction;
"Confidentiality Agreement" means the confidentiality agreement that is to be concluded between a Lender and BankIRR before disclosing Confidential Information;
"Dashboard" means the area on the Platform where Sponsors’ Financing Profiles are shown; means the webpage on the Website which is a repository for material to be posted by Platform Users or third parties
"Data" means all information that a Platform User posts on the Platform or that a Platform User accesses by using the Platform;
"Domain" means the URL https://bankirr.com which is a repository for material to be posted by Platform Users or third parties;
"Financing Profile" means the description of an Sponsor and its financing requirements posted on the Dashboard by the respective Sponsor;
"Financing Transaction" means any financing agreement arranged between a Sponsor and Lender that is achieved at least in part by use of the Platform;
"Funding Amount" means the principal amount of Financing committed by a Lender; Lender
"Holding Company" means, in relation to a person, any other person of which it is a Subsidiary;
"Intellectual Property Rights" means: (a) patents, financial 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.
“Lender” means an entity registered on the Platform with a view to providing financing;
"Personal Data" means personal data within the meaning of section 1 of the Data Protection Act 1998;
"Platform" means the electronic platform which is operated from the URL https://bankirr.com.
"Platform User" means every Sponsor and Lender registered on the Platform;
"Services" means the services available to Platform Users through the use of the Platform; “Sponsor" means a company or special purpose vehicle that registers on the Platform with a view to obtaining financing;
"Subsidiary" has the meaning given to it by section 1159 of the Companies Act 2006;
"Subscription Fee" means the fee payable to BankIRR according to clause 10.1 in respect of any Financing Transaction; and
"Website" means the URL https://bankirr.com and the following web pages via which the Platform is accessible.
1.1. Reference to any agreement, contract, document or deed shall be construed as a reference to it as varied, supplemented or novated from time to time;
1.2. Reference to a party shall be construed to include its successors and permitted assigns or transferees;
1.3. Words importing persons shall include natural persons, corporations, un-incorporated associations and partnerships (whether or not any of them have separate legal personality);
2.1. The Platform User represents and warrants to BankIRR that:
3. SCOPE OF SERVICES
3.2. BankIRR will provide the Services to the Sponsor until the end of the Sponsor's registration period.
3.3. The Platform User’s Financing Profile will be visible to all Lenders;
3.4. The Platform will enable Lenders to filter, according to various criteria, the Financing Profiles posted by Sponsors on the Dashboard which will not disclose the name of the Sponsor.
3.5. The Platform will only serve to arrange Financing Transactions between Platform Users. The Platform is not a trading platform nor does it provide advice or recommendations on the suitability of financing products. No contracts or agreements will be arranged on the Platform.
3.7. Sponsors agree to expressly waive any rights or claims against BankIRR where the posting of anonymous information on the Dashboard results in identification of the Sponsor.
4. USE OF THE WEBSITE
4.2. The Website will be available to Platform Users subject to technical availability. We will not be liable if for any reason the Website is unavailable at any time or for any period.
4.3. We do not warrant that the Website will be uninterrupted or error free, nor do we warrant that the Website will be free of viruses or other harmful components.
4.4. As far as is reasonably practicable, we will inform you about restrictions and interruptions to the Website by email.
4.5. 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.
4.6. You agree to keep your user name and password confidential to yourself and your Advisors at all times to ensure that no unauthorised parties gain access to the Platform via your user account.
4.7. You will notify us immediately if you identify a breach of your user account.
4.8. We are the owner or the licensee of all Intellectual Property Rights on the Website. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
5. UPLOADING MATERIAL TO THE WEBSITE
5.1. Whenever you upload material to the Website or Dashboard, you warrant that such material does not breach any Intellectual Property Rights held by any third party. Any material you upload will be considered non-confidential and non-proprietary.
5.2. 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 Platform User.
5.3. We have the right to edit and/or remove any material or posting you make on the Website or Dashboard if, in our opinion, such material does not comply with what we consider an appropriate use of the Services.
5.4. Subject to notifying you first in writing, we have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the Website or Dashboard constitutes a breach of their Intellectual Property Rights, or any statutory right to privacy.
5.5. BankIRR accepts no liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing of the Website or Dashboard.
6.1. You agree to use all reasonable endeavours to ensure that all Data shared by you on the Platform will be accurate and not intentionally misleading.
6.2. If any of your Data is based on third party information, you agree to use all reasonable endeavours to verify the accuracy of this Data.
6.3. Platform Users will have sole responsibility for sharing or requesting such Data which they consider necessary in evaluating a Financing Profile.
6.4. We will not be obliged to verify the accuracy of Data and will accept no liability whatsoever under contract, tort or otherwise for any indirect, incidental, special, punitive or consequential loss, damage or expenses (including without limitation any loss of revenue, profits, contracts, anticipated savings, wasted expenditure, data or goodwill) as a result of the disclosure and sharing of inaccurate Data.
7.2. The respective Platform User which receives the Confidential Information shall be obliged to treat it confidentially and not to disclose it to third parties apart from within the scope permitted by the Confidentiality Agreement and to ensure that all Confidential Information is treated with the same care as would be accorded to its own Confidential Information. In addition, the Platform Users shall only use Confidential Information for the purposes of using the Services and to assess and negotiate a Financing Transaction.
7.3. In the event of a breach of any provision of the Confidentiality Agreement by a Lender, the Sponsor whose Confidential Information has been subject to the breach will have a right and claim directly against the respective Lender.
7.5. The Sponsor undertakes that any provision or disclosure of Confidential Information to BankIRR complies with all data protection legislation, including but not limited to the Data Protection Act 1998.
7.6. The Sponsor undertakes that it has any and all relevant authorities and permissions to provide or disclose Confidential Information to BankIRR.
7.7. Confidential Information will be returned to the Sponsor subject to the terms of the Confidentiality Agreement.
7.8. BankIRR will use the Confidential Information only to the extent necessary for providing the Services and not use or exploit the Confidential Information in any way except for the purpose of providing the Services.
7.9. The Sponsor confirms that BankIRR is authorised to enter into a Confidentiality Agreement with the Lender whenever the Sponsor invites the Lender to enter into a Confidentiality Agreement. The Sponsor has a right to enforce any term of the Confidentiality Agreement under the Contracts (Rights of Third Parties) Act 1999.
8. DATA PROTECTION
8.1. BankIRR will ensure that it processes and protects Personal Data shared by a Platform User and received by BankIRR from Platform Users in using the Platform, according to any applicable data protection legislation, including but not limited to the Data Protection Act 1998.
8.2. Any disclosure of Personal Data of third parties by Platform Users via the Platform will be subject to the obligations in accordance with all data protection legislation, including but not limited to the Data Protection Act 1998.
8.3. BankIRR does not accept any liability for any breach of data protection legislation, including but not limited to the Data Protection Act 1998, by Platform Users.
9.1. The fee to be levied by BankIRR on the Platform User (the “transaction fee”), as outlined in the Fee Agreement between BankIRR and each Platform User.
9.3. BankIRR will be entitled to invoice the Platform User for the Subscription Fee or any commission receivable from the Platform User 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. For the purposes of Clause 10.4, the interest rate shall be six per cent (6%).
10. LIMITATION OF LIABILITY
Save as precluded by law, BankIRR 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.
12. DURATION AND TERMINATION
12.2. On termination of the Services, the right of the respective Platform User to access the Platform will be withdrawn and the respective Platform User account will be deleted. BankIRR will have the right to delete the stored Data of the respective Platform User.
12.3. BankIRR may terminate the Services with immediate effect to a Platform User if the Platform User makes a proposal for or enters into any of the following situations or arrangements: a compromise or arrangement with its creditors in connection with the winding up of the Platform User; a notice of intention to appoint an administrator is given or if an administrator is appointed, over a Platform User; has become entitled to appoint or has appointed an administrative receiver; a receiver is appointed over the assets of a Platform User; ceases, or threatens to suspend or cease a substantial part of its business.
13.2. We will send all notices, information and other correspondence to you at the email address set out in your user 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 user account, or such postal address as you may later designate, and will be deemed to be delivered on the second business day after posting.
13.3. Notices sent to us should be sent to [email protected]
14.1.2. the illegal, invalid, or unenforceable provision will be replaced by BankIRR 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.
15. THIRD PARTIES
16. INSIDE INFORMATION
Platform Users acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Recipient undertakes not to use any Confidential Information for any unlawful purpose.
17. GOVERNING LAW