User Licence Agreement

1.1 The Agreement

This User Licence Agreement ("Agreement") is a legally binding contract between you ("User", "you", or "your") and In.Spiritu Ltd (Company Number 16130699), a company registered in England and Wales whose registered office is at Cooper Buildings, Arundel Street, Sheffield S1 2NS, United Kingdom, trading as FundingSearch.com ("FundingSearch", "we", "us", or "our").

1.2 Acceptance

By creating an account, accessing, or using the FundingSearch.com platform (the "Platform"), you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy, which is incorporated herein by reference.

1.3 Authority to Bind

If you are entering into this Agreement on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, in which case the terms "you" and "your" shall refer to such entity.

In this Agreement, the following terms shall have the meanings set out below:

"Borrower" means a business or individual seeking commercial or business finance through the Platform.

"Broker" means a commercial finance professional or intermediary who uses the Platform to submit funding applications on behalf of Borrowers and facilitate connections with Lenders.

"Confidential Information" means any non-public information disclosed by one party to another, including but not limited to business plans, financial data, customer lists, technical specifications, and proprietary algorithms.

"Content" means all text, data, graphics, images, documents, and other materials uploaded, submitted, or transmitted through the Platform.

"Lender" means a financial institution, alternative finance provider, or other entity that offers funding products through the Platform.

"Services" means all services provided through the Platform, including but not limited to borrower-lender matching, application processing, document generation, and third-party integrations.

"Subscription" means a paid plan providing access to specified features and functionality of the Platform.

"User Data" means any data, information, or content that you submit, upload, or transmit through the Platform.

3.1 Nature of the Platform

FundingSearch.com operates a software-as-a-service (SaaS) platform that facilitates connections between Borrowers, Brokers, and Lenders in the commercial and business finance industry. The Platform provides intelligent matching algorithms, application processing tools, and integrated data services to streamline the funding process.

3.2 Not a Financial Services Provider

IMPORTANT: FundingSearch.com is a technology platform provider and does not provide financial advice, credit broking services, or lending services directly. We do not make lending decisions, guarantee funding approval, or act as a party to any loan agreement. All funding decisions are made solely by Lenders, and any advisory services are provided by Brokers independently of FundingSearch.com.

3.3 Third-Party Integrations

The Platform integrates with third-party services including, but not limited to:

• Accounting platforms (e.g., Xero, Sage) for financial data retrieval
• Credit reference agencies (e.g., Creditsafe) for credit information
• Companies House for company verification data
• Payment processors for subscription billing

Use of these integrations is subject to the respective third-party terms and conditions.

4.1 Eligibility

To use the Platform, you must:

1. Be at least 18 years of age
2. Have the legal capacity to enter into binding contracts
3. If a Broker, hold any required regulatory authorisations (e.g., FCA registration where applicable)
4. If a Lender, be a duly authorised financial institution or alternative finance provider
5. Not be prohibited from using the Services under applicable law

4.2 Account Creation

You agree to provide accurate, current, and complete information during registration and to update such information to maintain its accuracy. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4.3 Account Security

You must immediately notify FundingSearch.com of any unauthorised use of your account or any other security breach. FundingSearch.com shall not be liable for any loss arising from your failure to protect your account credentials.

4.4 Verification

We reserve the right to verify your identity and eligibility at any time. We may require additional documentation, including but not limited to proof of identity, business registration, or regulatory authorisation.

5.1 Licence Grant

Subject to your compliance with this Agreement and payment of applicable fees, FundingSearch.com grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal business purposes in accordance with the terms of your Subscription.

5.2 Restrictions

You shall not, and shall not permit any third party to:

1. Copy, modify, adapt, translate, or create derivative works of the Platform
2. Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Platform
3. Sublicence, sell, resell, transfer, assign, or distribute the Platform or any rights therein
4. Use the Platform to develop a competing product or service
5. Access the Platform to benchmark or evaluate for competitive purposes
6. Use automated means (bots, scrapers, crawlers) to access or extract data from the Platform
7. Circumvent or disable any security or access control features
8. Use the Platform for any unlawful, fraudulent, or malicious purpose
9. Transmit any viruses, malware, or other harmful code
10. Interfere with or disrupt the integrity or performance of the Platform

5.3 Reservation of Rights

All rights not expressly granted herein are reserved by In.Spiritu Ltd. No implied licences are granted by this Agreement.

6.1 General Obligations

All Users agree to:

1. Provide accurate, truthful, and complete information
2. Comply with all applicable laws, regulations, and industry codes of practice
3. Maintain appropriate security measures for account access
4. Respect the intellectual property rights of FundingSearch.com and third parties
5. Report any suspected security breaches or vulnerabilities
6. Cooperate with reasonable verification and compliance requests

6.2 Broker-Specific Obligations

Brokers additionally agree to:

1. Maintain all required regulatory authorisations and registrations
2. Act in the best interests of their Borrower clients
3. Obtain proper authorisation from Borrowers before submitting applications
4. Ensure Borrower data is accurate and obtained lawfully
5. Comply with applicable financial services regulations (e.g., Consumer Credit Act, FCA rules where applicable)
6. Disclose all commissions and fees to Borrowers as required by law
7. Maintain adequate professional indemnity insurance

6.3 Lender-Specific Obligations

Lenders additionally agree to:

1. Maintain all required regulatory authorisations
2. Keep lending criteria and product information accurate and up to date
3. Process applications in a timely and professional manner
4. Protect Borrower data received through the Platform
5. Comply with responsible lending practices and applicable regulations
6. Honour commission arrangements with Brokers as agreed

6.4 Borrower-Specific Obligations and Express Consent

Borrowers additionally agree to:

1. Provide accurate and complete financial information
2. Authorise data access from integrated third-party services (e.g., Xero, Creditsafe) where requested
3. Notify of any material changes to business circumstances
4. Use funding obtained for stated purposes only

Connection with Brokers: You expressly consent to FundingSearch.com sharing your business information, financial data, and funding requirements with commercial finance Brokers registered on our Platform who may be able to assist with your funding needs. Brokers may contact you directly to discuss your requirements and provide advisory services.

1. Connection with Lenders: You expressly consent to FundingSearch.com sharing your business information, financial data, application details, and any information obtained from third-party integrations (including accounting data and credit reference information) with Lenders registered on our Platform for the purpose of assessing your funding application and making lending decisions.
2. Multiple Connections: You acknowledge and consent that your information may be shared with multiple Brokers and/or multiple Lenders simultaneously as part of the matching process. The number of parties with whom your information is shared will depend on your funding requirements and the availability of suitable matches.
3. Direct Communication: You expressly consent to being contacted directly by Brokers and Lenders regarding your funding application via email, telephone, or other contact methods you have provided through the Platform.
4. Data Processing: You expressly consent to the processing of your personal and business data by Brokers and Lenders for the purposes of evaluating your funding requirements, conducting due diligence, making lending decisions, and fulfilling any resulting loan agreement.
5. Credit Searches: You expressly consent to Lenders and, where applicable, Brokers conducting credit searches and obtaining credit reference information about you, your business, and any directors or guarantors associated with your application.

Acknowledgement: By continuing to use the Platform after accepting this Agreement, you confirm that you understand and accept that the primary purpose of FundingSearch.com is to connect Borrowers with Brokers and Lenders, and that such connections are fundamental to the Services provided. You acknowledge that without this consent, we would be unable to provide the core matching services of the Platform.

Withdrawal of Consent: You may withdraw your consent to be connected with new Brokers and Lenders at any time by contacting us at privacy@fundingsearch.com or through your account settings. However, please note that: (i) withdrawal of consent will prevent us from providing our core matching services to you; (ii) it will not affect connections already made or applications already submitted; and (iii) Brokers and Lenders who have already received your information may retain it in accordance with their own privacy policies and legal obligations.

7.1 Subscription Fees

Access to certain features of the Platform requires a paid Subscription. Fees are as set out on our website at www.fundingsearch.com or as agreed in your Subscription order. All fees are exclusive of VAT unless otherwise stated.

7.2 Payment Terms

1. Subscription fees are payable in advance on a monthly or annual basis as selected
2. Payment is due on the date specified in your invoice or upon Subscription activation
3. We accept payment by credit card, debit card, or direct debit
4. You authorise us to charge your selected payment method for all applicable fees

7.3 Late Payment

If payment is not received when due, we may: (a) charge interest at 4% above the Bank of England base rate; (b) suspend your access to the Platform; and/or (c) terminate your Subscription in accordance with Section 15.

7.4 Fee Changes

We may change our fees upon 30 days' written notice. Fee changes will apply from your next renewal period. If you do not agree to the new fees, you may cancel your Subscription before the renewal date.

7.5 Refunds

Subscription fees are non-refundable except where required by law or expressly stated in your Subscription terms. Unused portions of Subscriptions are not eligible for refund upon cancellation.

7.6 Taxes

You are responsible for all taxes, duties, and levies applicable to your use of the Platform, excluding taxes on In.Spiritu Ltd's net income.

8.1 FundingSearch.com IP

The Platform, including all software, algorithms, designs, text, graphics, logos, icons, images, and documentation, is owned by In.Spiritu Ltd or its licensors and is protected by copyright, trademark, patent, and other intellectual property laws. The FundingSearch.com name, logo, and all related marks are trademarks of In.Spiritu Ltd.

8.2 User Data

You retain ownership of your User Data. By uploading User Data to the Platform, you grant In.Spiritu Ltd a worldwide, non-exclusive, royalty-free licence to use, process, store, and transmit such data solely for the purpose of providing the Services and as otherwise described in our Privacy Policy.

8.3 Feedback

If you provide suggestions, ideas, or feedback regarding the Platform ("Feedback"), you grant In.Spiritu Ltd an unrestricted, perpetual, irrevocable, royalty-free licence to use such Feedback for any purpose without compensation or attribution.

8.4 Aggregated Data

In.Spiritu Ltd may create anonymised, aggregated data derived from User Data ("Aggregated Data"). In.Spiritu Ltd owns all Aggregated Data and may use it for any lawful purpose, including analytics, benchmarking, and product improvement.

9.1 Privacy Policy

Your use of the Platform is subject to our Privacy Policy, which describes how we collect, use, and protect personal data. The Privacy Policy is incorporated into this Agreement by reference and is available at www.fundingsearch.com/privacy.

9.2 Data Processing

Where In.Spiritu Ltd processes personal data on your behalf, we act as a data processor. You remain the data controller and are responsible for ensuring lawful collection and processing of personal data. Upon request, we will enter into a Data Processing Agreement as required under UK GDPR.

9.3 Your Responsibilities

You are responsible for obtaining all necessary consents and providing all required notices before submitting personal data to the Platform, including authorisation for third-party data access (e.g., Xero integration, credit checks).

9.4 Security

In.Spiritu Ltd implements appropriate technical and organisational measures to protect personal data. However, no system is completely secure, and we cannot guarantee absolute security of data transmitted through the Platform.

10.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for purposes of this Agreement. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is lawfully obtained from a third party without confidentiality restrictions.

10.2 Permitted Disclosures

Confidential Information may be disclosed: (a) to employees, contractors, and advisers who need to know and are bound by confidentiality obligations; (b) as required by law, regulation, or court order (with reasonable notice where permitted); or (c) with the disclosing party's prior written consent.

11.1 "As Is" Basis

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN.SPIRITU LTD DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2 No Guarantee of Results

FundingSearch.com does not guarantee that: (a) Borrowers will obtain funding; (b) Lenders will approve applications; (c) matches will result in completed transactions; (d) the Platform will be uninterrupted or error-free; or (e) any specific business outcomes will be achieved.

11.3 Third-Party Services

FundingSearch.com is not responsible for the accuracy, availability, or reliability of third-party services, including data from Xero, Creditsafe, Companies House, or other integrated providers. Your use of third-party services is governed by those providers' terms.

11.4 No Financial Advice

Nothing on the Platform constitutes financial, legal, tax, or investment advice. You should seek independent professional advice before making any financial decisions.

12.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN.SPIRITU LTD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.

12.2 Cap on Liability

IN.SPIRITU LTD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO IN.SPIRITU LTD IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED POUNDS STERLING (£100).

12.3 Exceptions

Nothing in this Agreement excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded by law; or (d) your payment obligations under this Agreement.

12.4 Allocation of Risk

The limitations in this Section 12 reflect the allocation of risk between the parties and are an essential basis of the bargain. The fees charged by FundingSearch.com reflect this allocation of risk.

13.1 Your Indemnification

You agree to indemnify, defend, and hold harmless In.Spiritu Ltd and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

1. Your use of the Platform
2. Your breach of this Agreement
3. Your violation of any law or regulation
4. Your User Data or Content
5. Any dispute between you and a third party (including Borrowers, Brokers, or Lenders)
6. Your infringement of any third-party intellectual property or other rights

14.1 Term

This Agreement commences upon your acceptance and continues until terminated in accordance with this Section 14.

14.2 Termination for Convenience

Either party may terminate this Agreement at any time by providing 30 days' written notice. For Subscriptions, termination will be effective at the end of the then-current billing period.

14.3 Termination for Cause

In.Spiritu Ltd may terminate this Agreement immediately if you:

1. Breach any material term of this Agreement and fail to cure within 14 days of notice
2. Breach any term that is incapable of cure
3. Fail to pay fees when due
4. Become insolvent, enter administration, or cease trading
5. Engage in fraudulent, unlawful, or unethical conduct
6. Lose required regulatory authorisations

14.4 Effects of Termination

Upon termination:

1. Your licence to use the Platform terminates immediately
2. You must cease all use of the Platform
3. Outstanding fees become immediately due and payable
4. You may request export of your User Data within 30 days
5. We may delete your User Data after 90 days, subject to legal retention requirements

14.5 Survival

Sections 8 (Intellectual Property), 10 (Confidentiality), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 16 (Governing Law) shall survive termination.

15.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation. Either party may initiate this process by sending written notice of the dispute to the other party.

15.2 Mediation

If informal resolution is unsuccessful within 30 days, the parties may agree to submit the dispute to mediation under the CEDR Model Mediation Procedure. The costs of mediation shall be shared equally.

15.3 Litigation

If mediation is unsuccessful or the parties do not agree to mediate, either party may pursue litigation in accordance with Section 16.

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

16.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

17.1 Entire Agreement

This Agreement, together with the Privacy Policy and any Subscription terms, constitutes the entire agreement between you and In.Spiritu Ltd regarding the Platform and supersedes all prior agreements and understandings.

17.2 Amendments

In.Spiritu Ltd may amend this Agreement by posting the revised terms on the Platform and notifying you by email. Continued use of the Platform after such notice constitutes acceptance of the amended terms. Material changes will be effective 30 days after notice.

17.3 Assignment

You may not assign or transfer this Agreement without In.Spiritu Ltd's prior written consent. In.Spiritu Ltd may assign this Agreement to any affiliate or successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.5 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

17.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, or failures of third-party services.

17.7 Notices

All notices under this Agreement shall be in writing and sent to the email address associated with your account (for notices to you) or to legal@fundingsearch.com (for notices to In.Spiritu Ltd). Notices may also be sent by post to the registered office address. Notices are effective upon receipt.

17.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

17.9 Third-Party Rights

This Agreement does not create any rights in favour of any third party, except as expressly stated. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.