Please carefully read these terms and conditions (these “terms”) before using the FundRE Platform (as defined below). These terms form a binding and executed written agreement (the “agreement”) between FundRE Limited, a private limited company registered in England and Wales (registration number 09317956), with its registered office at 71-75 Shelton Street, London WC2H 9JQ, United Kingdom, (“FundRE”) and the person or entity agreeing to the license agreement (“User”). This agreement is effective as of the date you register to the platform or, if the parties entered into a service order (as defined below) the service order effective date (as defined therein) (such date, the “effective date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to the agreement; (ii) you have read and understand this agreement; and (iii) you agree, on behalf of the party that you represent, to this agreement. Acceptance of this license agreement is required as a condition to proceeding with the use of the FundRE Platform. If you do not agree to all of the terms and conditions of the agreement or if you do not have the legal authority to bind your employer or the applicable entity, you must not use the FundRE Platform.

To the extent that User and FundRE have also executed a service order form pursuant to which User receives the right to access and use the FundRE Platform, these terms are incorporated by reference into such service order form (the “service order”) and together these terms and such service order shall be deemed the agreement.

User and FundRE may each be referred to herein as a “party” in these terms, and are, collectively, the “parties”.

Other applicable terms

These terms of use refer to our data policy, which also applies to your use of our site.

Change to these terms and our site

FundRE may change these terms and conditions upon thirty (30) days’ written notice to User, which FundRE may deliver by email or by posting notice of the change on FundRE’s website located at www.FundRE.co. If you continue to use the FundRE Platform after the expiration of the thirty (30) day notice period, User shall be deemed to have accepted and is bound by the new terms.

Definitions

The following terms, when used in this Agreement shall have the following meanings:

“Applicable Privacy and Data Security Laws” means the following: (a) all privacy, security, and data protection laws, rules, and regulations of any applicable jurisdiction (including, without limitation, the UK and EU), and all then-current industry standards, guidelines, and practices with respect to privacy, security, and data protection including the collection, processing, storage, protection, and disclosure of personal information; and (b) the applicable privacy policies of either party as well as User’s policies and guidelines applicable to any of the foregoing provided to FundRE in written form from time to time.

“Confidential Information“ means, subject to the exceptions set forth in the following sentence, any and all information or data, regardless of whether it is in tangible form, disclosed by a Party (the “Disclosing Party”) to the other party (the “Receiving Party”) that the Disclosing Party has either (a) marked as confidential or proprietary; (b) identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other Party; provided, however, that a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services shall be deemed Confidential Information of the Disclosing Party even if not so marked or identified; or (c) would be reasonably understood by the Receiving Party as the Disclosing Party’s Confidential Information at the time of disclosure. Information will not be deemed “Confidential Information” if such information: (i) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (iv) is independently developed by the Receiving Party.

“FundRE Platform” means FundRE’s proprietary platform and associated technology (in object form only), which FundRE makes available to User as a service over the Internet. The FundRE Platform, includes, without limitation, all technology, data, documents, software, processes, algorithms, user interfaces, know-how, trade secrets, techniques, designs, inventions and other tangible or intangible technical materials or information provided by or on behalf of FundRE in connection with providing the services under this Agreement and any modifications, improvements to or derivative works of, any of the foregoing; but in all cases, specifically excluding the User data. User will use the FundRE Platform solely in accordance with this Agreement.

“User Content” means any content created, developed, submitted or otherwise made available by or on behalf of the user to FundRE using the FundRE Platform.

Access FundRE Platform

Subject to the terms and conditions of this Agreement, and in accordance with the terms and conditions set forth in any Service Order, FundRE hereby grants User a non-exclusive and non-transferable right to access and use the FundRE Platform for its internal business purposes. User shall not license, sublicense, sell, resell, lease, transfer, distribute, time share, or otherwise commercially exploit or make the FundRE Platform available to any third party or reverse-engineer, decompile, translate or create derivative works of the FundRE Platform in any manner. All ownership rights, title, and interest in and to the FundRE Platform, as such may be modified, upgraded, and/or enhanced from time to time (together with all intellectual property rights therein) will remain with and belong exclusively to FundRE. FundRE reserves all right, title and interest in and to the FundRE Platform not expressly granted to User herein.

User Responsibilities

User hereby agrees to abide by all laws, rules, and regulations that are applicable to it and its use of the FundRE Platform including, without limitation, Applicable Privacy and Data Security Laws (as defined above), and shall use the FundRE Platform solely for its legitimate business purposes as contemplated by this Agreement and shall not interfere with or disrupt the integrity or performance of the FundRE Platform or the data contained therein or attempt to gain unauthorized access to the FundRE Platform or its related systems or networks.

Data

FundRE may: (i) copy, use, modify, distribute, display and disclose User Data (as defined below) solely to the extent necessary to provide the FundRE Platform to User pursuant to the Terms and Conditions Agreement of FundRE; (ii) copy, modify and use User Data in connection with internal operations and functions, including, but not limited to, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes; (iii) copy, modify and use User Data on an aggregate and de-identified basis, stripped of any personally identifiable information, for marketing purposes and internal business purposes and analytics, provided that such use or disclosure does not identify User or User’s products, services, segments, attributes, search criteria, or any end user or consist of data solely attributable to User, and (iv) copy, use, modify, distribute, display and disclose User Data of closed deals for the purpose of providing any end user with market comparables . For purposes hereof, “User Data” means any and all information collected and/or stored by or on behalf of FundRE in connection with or derived from User’s use of the FundRE Platform, excluding data and information relating to the operation and/or performance of the FundRE Platform.

Deal Term

A user that creates and then activates a deal on the FundRE Platform and as such accesses a list of potential lenders, agrees to start the Deal Term (the “Deal Term”) of the deal, being the period commencing on the date of activation of the deal and continuing through the following 9 months.

Any proposal for a Financing of the collateral delivered during the Deal Term, whether or not through FundRE’s site, and accepted at any time, in any form and with such modifications as shall be acceptable to the user, shall entitle FundRE to receive the Transaction Fee (as defined below), upon the closing of such Financing, with closing being defined for all purposes hereunder as the user entering into definitive documentation for the Financing (e.g., loan agreement, financing agreement or note issuance facility).  If any such Financing does not close due to the user’s default, failure to comply with any heads of terms or failure to act in good faith, FundRE shall be entitled to the Transaction Fee.

Transaction Fees

In the absence of a Service Order, User being a sponsor, shall pay to FundRE the fees set forth below. The compensation shall be in an amount equal to the following thresholds of the maximum committed amount of Financing (the “Transaction Fee”), (plus, where applicable, VAT) in the currency of the loan.

• 50 basis points for any amount raised between 0 and 5m
• 25 basis points for any additional amount raised between 5m and 10m
• 15 basis points for any additional amount raised between 10m and 50m
• 10 basis points for any additional amount raised

The Transaction Fee is capped at a maximum of 0.5m. The Transaction Fee is payable on the maximum committed amount of Financing whether or not the user elects to draw down on the Financing or any part thereof.

In the absence of a Service Order, User being a debt advisor, shall pay to FundRE 10% of the fee the User is charging his client in relation to the transaction (also the “Transaction Fee”).

The user acknowledges that the Collateral may be financed in one or more transactions.

The user hereby agrees that the Transaction Fee shall be paid to FundRE on completion of the Financing.  The user acknowledges that the Transaction Fee is in addition to (and not in limitation of) any fee(s) or other amounts which may be charged by any lender (or other entity) which provides the Financing.

For the avoidance of doubt, the Transaction Fee shall still be payable in the event that:

1. a company owning or directly or indirectly controlling the Collateral or shares or units in a special purpose vehicle, unit trust, or other group company owning the Collateral enters into the Financing; or
2. any of your Affiliates (as defined in the General Terms) enters into the Financing.

All amounts payable by the user under these terms are exclusive of value added tax (VAT) or similar taxes which, where applicable, the Client shall pay at the applicable rate.

Money Laundering Regulations

FundRE may be required by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 to request that User provides FundRE with identity verification information and documentation.  User agrees to provide said information and documentation upon request. FundRE may confirm User’s identity and the information provided through third party databases.

Accounts and passwords

If User choose, or is provided with, a user identification code, password or any other piece of information as part of FundRE’s security procedures, User must treat such information as confidential. User must not disclose it to any other person. FundRE has the right to disable any user identification code or password, whether chosen by User or allocated by FundRE, at any time, if in FundRE’s reasonable opinion the user has failed to comply with any of the provisions of this Agreement. If User knows or suspects that anyone other than him knows the user identification code or password, User must promptly notify FundRE at info@fundre.co.

User Ownership Rights

User hereby grants FundRE the non-exclusive, royalty-free license and right to copy, display, distribute, modify (including the right to create derivative works of) and otherwise use the User Content solely to perform its obligations hereunder, including without limitation, to provide User with the FundRE Platform in accordance with this Agreement. Except for the rights expressly granted hereunder, all rights, title and interests, including, but not limited to, all worldwide patent, copyright, trademark, trade secret and any other rights in and to the User Content are retained by User. FundRE agrees that it shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the right, title and interest of User in and to such intellectual property rights.

FundRE Ownership Rights

Except for the rights granted hereunder, all rights, title and interests, including, but not limited to, all worldwide patent, copyright, trademark, trade secret and any other rights in and to the FundRE Platform and any other FundRE product or service are retained by FundRE. User agrees that it shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the right, title and interest of FundRE or its licensors in and to such intellectual property rights.

Nondisclosure and Use Restrictions

Each Party acknowledges that the Confidential Information constitutes valuable trade secrets and proprietary information of a Party, and each Party agrees that it shall use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder. Nothing in this Section 4.3 is intended to restrict or otherwise limit the exercise by a Party of the rights and licenses granted to it under this Agreement; provided that such Party uses reasonable measures to protect the confidentiality and value of the other Party’s Confidential Information. Notwithstanding any provision of this Agreement, either Party may disclose this Agreement, in whole or in part (a) to its employees, officers, directors, attorneys, auditors, legal advisors, financial advisors, potential acquirers and/or subcontractors who have a need to know and in each case are legally bound to keep such information confidential by professional ethical duties and/or confidentiality obligations consistent with those of this Agreement; and (b) as reasonably deemed by a Party to be required by law (in which case each Party shall provide the other with prior written notification thereof, shall provide such Party with the opportunity to contest such disclosure, and shall use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Each Party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 4.3, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Party shall promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement. Upon the termination of this Agreement, each receiving Party agrees to promptly return to disclosing Party or destroy all Confidential Information of the disclosing Party that is in the possession of receiving Party and to certify the return or destruction of all such Confidential Information and embodiments.

Information

Whenever User make use of a feature that allows him to upload or post content to or on the FundRE Platform, or to make contact with other users of the FundRE Platform, User must comply with the content standards set out in this Agreement.

All documents and information supplied on FundRE Platform by or at the direction of the user shall (“Your Content”), to the best of the user’s knowledge, be complete and accurate.  User shall subsequently correct any information which it learns is incomplete or inaccurate.

User acknowledges and agrees that the user is responsible for the accuracy and completeness of all information regarding the Financing that is provided by or at the direction of the user.  Additionally, User agrees to confirm the final terms agreed and provide a copy of the final form of the closing or settlement statement(s) prepared in connection with the closing and settlement of the Financing before closing the deal on the site.

Reliance on information

The content on the FundRE Platform is provided for general information only. It is not intended to amount to advice on which User should rely. User must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on FundRE Platform. Although FundRE makes reasonable efforts to update the information on the FundRE Platform, FundRE makes no representations, warranties or guarantees, whether express or implied, that the content is accurate, complete or up to date.

Limitation on FundRE’s liability

Nothing in these terms excludes or limits FundRE’s liability for death or personal injury arising from FundRE’s negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. To the extent permitted by law, FundRE excludes all conditions, warranties, representations or other terms which may apply to FundRE Platform or any content on it, whether express or implied. FundRE will not be liable to User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with the use of, or inability to use, FundRE Platform or the user’s reliance on any content on FundRE Platform. FundRE will not be liable to User for:

• Loss of profits, sales, business, or revenue.
• Business interruption.
• Loss of anticipated savings.
• Loss of business opportunity, goodwill or reputation; or
• Any indirect or consequential loss or damage.

Viruses

FundRE does not guarantee that FundRE Platform will be secure or free from bugs or viruses. FundRE will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack or other technologically harmful material that may infect the user’s computer equipment, computer programs, data or other proprietary material due to the use of the FundRE Platform, or to User downloading of any content on it, or on any website linked to it. User should use its own virus protection software. User must not misuse FundRE Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. User must not attempt to gain unauthorised access to FundRE Platform, the server on which FundRE Platform is stored, or any server, computer or database connected to FundRE Platform. User must not attack FundRE Platform via a denial-of-service attack or a distributed denial-of service attack.

Third party links and resources on FundRE Platform

Where FundRE Platform contains links to other sites and resources provided by third parties, these links are provided for the user’s information only. FundRE has no control over the contents of those sites or resources and assume no responsibility for those contents. Such links should not be interpreted as endorsement by FundRE of those linked websites. FundRE will not be liable for any loss or damage that may arise from the use of them.

Applicable law these terms are governed by English law. Both Parties agree that the courts of England and Wales will have non-exclusive jurisdiction to deal with any disputes arising in relation to the user use of FundRE Platform.

Publicity

Neither Party will make any separate public announcement regarding this Agreement or any of the contents contained herein without the prior written consent of the other Party, which will not be unreasonably withheld. Notwithstanding the foregoing, during the Term, FundRE may (i) issue mutually agreed upon press releases announcing and/or describing the relationship between FundRE and User; provided that FundRE gives User a reasonable opportunity to review and comment on the proposed disclosure prior to its public release, (ii) use User’s name and marks in any general listing of customers of FundRE in marketing and promotional materials, including on the FundRE website, (iii) use User’s name in connection with proposals to third parties, and (iv) otherwise refer to User in print or electronic form for marketing, reference and other business purposes.

Relationship

Nothing in this Agreement shall be construed to place the Parties hereto in an agency, employment, franchise, joint venture, or partnership relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third parties. Neither Party will represent to the contrary, either expressly, implicitly or otherwise.

Entire Agreement

This Agreement and any Service Order constitutes the entire agreement between the Parties. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. This Agreement may not be modified or waived, in whole or part, except in writing and signed by an officer or duly authorized representative of both Parties.

Contact us

User may contact FundRE in connection with the present terms of use and Data Privacy at info@fundre.co.