User Agreement

1. Introduction

1.1 This user agreement (“User Agreement”) applies to and governs any users (“You” or “User”) of www.fundonion.com and any associated subdomains (including, for the avoidance of doubt, app.fundonion.com) (the “Platform”). You should read this User Agreement in full prior to engaging with FundOnion in order to source funding for Your business. FundOnion Limited is a company incorporated in England & Wales, having company number 12743839 and registered address at 128 City Road, London, United Kingdom, EC1V 2NX (“FundOnion”, “Our”, “We”, or “Us”).

2. Summary of Services

2.1 FundOnion.com is a business finance comparison website and commercial finance brokerage which helps small businesses in the UK access funding via FundOnion’s panel of lenders (“Lender Panel”). FundOnion may, in its sole discretion, provide the following services (“Broker Services”) to its Users including (inter alia): (i) consultation with You as to the current and historical financial performance of the Business with a view to assessing potential lender partners who could provide funding to the Business; (ii) collection and analysis of certain information including, but not limited to, Business bank statements, financial accounts, management information, director personal details, and similar; (iii) packaging and proposal (via API or otherwise) of the Business’s funding requirements to those members of FundOnion’s lender panel for which the Business may be eligible for funding based on those lender(s) criteria as amended from time to time (“Funding Proposal”); (iv) any other matters reasonably required in order for FundOnion to assist You in obtaining funding from FundOnion’s lender panel.

2.2 FundOnion shall provide the Broker Services to You and Your business on the basis of this User Agreement. You acknowledge that FundOnion (and no FundOnion personnel) is not acting in an advisory manner or providing any advice of any kind as to the merits or demerits of any funding and FundOnion shall provide no services beyond those as detailed within this User Agreement.

2.3 Further, You acknowledge and accept that successful closing of any funding to You or Your business is ultimately a decision made by the relevant lenders of FundOnion’s lender panel who have received a Funding Proposal from FundOnion and FundOnion cannot, and does not, guarantee that You or Your business will be accepted by any lender for any Funding Proposal and FundOnion shall not be liable to either You or Your business for any matter other than the provision of that as noted within this User Agreement.

2.4 You should read this User Agreement in connection with our Website Terms & Conditions which relate to the use of our Platform along with Our Privacy Policy.

3. Regulatory

3.1 FundOnion is not regulated by the Financial Conduct Authority and is a broker not a lender.

4. Consent to this Agreement & Authority

4.1 By continuing to use the Platform and to liaise with FundOnion personnel, You hereby agree and consent to the terms and conditions of this User Agreement, Our Website Terms & Conditions, and Our Privacy Policy in full and, further, hereby agree and warrant that You: (a) have full legal authority to act on behalf of Your business and to bind Your business to this Agreement; (b) have read and understood this Agreement; and (c) agree to this Agreement both in Your own capacity and on behalf of any business or businesses You represent.

5. Use of Platform & Services

5.1 Your use of Our Platform and the Services is provided on an “as is” basis and is at Your sole risk.

5.2 Both the Platform and the Services are provided on an execution only basis and neither FundOnion, nor any FundOnion personnel provide advice or recommendations to You or Your business when exploring options available for funding. The use of either the FundOnion Platform or its Services cannot guarantee any particular outcome and does not guarantee that Your business will be successful in any enquiry or application for funding as ultimately the decision on whether Your business will be successful in accessing funding from FundOnion’s Lender Panel is at the discretion of the Lender Panel members.

5.3 Any examples of amounts available to borrow, terms (repayment periods) or rates stated on FundOnion are indicative only and do not factor in a number of circumstances including particular details about You or Your business, lender appetite for any particular sector or industry, credit scores, macro-environment effects, and more and therefore information provided on FundOnion is indicative only and cannot be relied upon as definitive.

5.4 You are hereby made aware that any decision by and lender on FundOnion’s lender panel to offer any kind of funding is made solely in the discretion of that lender and subject to all of their internal credit risk models and internal decisions. Lenders may need to carry out both ‘soft’ and ‘hard credit searches on You, Your business, and any connected persons and/or entities in order to be able to assess a proposal for funding and You are hereby made aware that, by engaging with FundOnion for a Funding Proposal to be made, such searches may be carried out.

5.5 Consequently, FundOnion accepts no liability whatsoever for the contents and any information displayed on FundOnion which, for avoidance of any doubt are provided without any warranties as to its completeness or accuracy and are indicative only.

6. Representations, Warranties, & Limitation of Liability

6.1 You hereby represent and warrant to FundOnion: (i) that You have the full capacity and authority to enter into this User Agreement and to perform the acts required of it hereunder and to bind any relevant or associated person or entity to the terms and provisions of this User Agreement and as such shall be enforceable according to its terms against both You and and persons or entities You purport to bind; and (ii) that You will, and shall provide full and truthful disclosure of any relevant information FundOnion or FundOnion personnel request bona fide and in good faith.

6.2 You hereby acknowledge and agree that it is reasonable for the liability of FundOnion to be limited. It is hereby agreed that FundOnion shall not be responsible for any direct, indirect, incidental or consequential losses arising from the provision of the Broker Services or any act or omission in connection with the Broker Services. Further, You agree that any decisions of Your business, its strategy, legal structure, or otherwise are made by Your business and the sole responsibility of Your business and FundOnion shall not be liable in any manner, shape, or form for any outcomes or results of decisions made by Your business.

6.3 You and Your business hereby indemnifies FundOnion and its officers, directors, employees and principals ("Indemnified Persons") against any claim, action, damage, loss, liability, cost, charge, expense, or payment (including but not limited to reasonable legal costs and expenses on a full indemnity basis) which the Indemnified Person(s) may pay, suffer, incur or become liable to any third party arising out of or as a consequence, whether directly or indirectly, from the performance of the Services (not including anything as a result of fraud).

6.4 To the fullest extent permitted by any applicable laws, FundOnion (including its officers, employees and agents) expressly exclude any conditions, representations, warranties (whether express or implied) and other terms which might otherwise be implied by statute, common law or the law of equity; and any liability incurred by any User of Our Site, including, without limitation, any liability for: (i) loss of revenue, income, profits, contracts, business, goodwill, anticipated savings, reputation, data or information; (ii) wasted management or office time; (iii) any other loss or damage of any kind, however arising and whether caused by tort (including, but not limited to, negligence), breach of contract or otherwise, even if foreseeable whether arising directly or indirectly; (iv) computer viruses or other computer related problems you suffer as a result of using this website, which are beyond our reasonable control. We recommend that you use your own appropriate virus checking software.

6.5 The exclusion and limitation of liability set out in this clause does not apply to: (i) liability arising from death or injury to persons caused by negligence; (ii) liability arising as a result of fraud; and (iii) anything else which cannot be excluded or limited by applicable laws.

6.6 Subject to the provisions of this clause and this Agreement, the Our aggregate liability under or in connection with this Agreement, whether arising from contract, negligence or otherwise, shall be limited to 100% of any commissions paid or payable by the Lender in connection with the particular loan product in which the liability arises.

7. Consent to Checks & Lender Panel

7.1 Our Platform does not carry out credit checks or identity verification on You, however when You engage our Services and We make an enquiry or an application with a member (or members) of our Lender Panel, that Lender may carry out their own credit checks, identity verification, or other processes and You should familiarise Yourself with such processes in their own terms and conditions. Details of FundOnion’s Lender Panel and documentation You should be familiar with are available here.

8. Open Banking

8.1 Our Platform has enabled Open Banking functionality via an agreement with Plaid Financial Ltd (company number 11103959) (“Plaid”). Plaid is a payment institution authorised and regulated by the UK Financial Conduct Authority (“FCA”) (with firm reference number 804718) with permission to carry out Account Information Services and Payment Initiation Services. You may, as a User of our Platform, become a user of Plaid’s services by way of our Open Banking integration and you should ensure you are family with Plaid’s terms of service and any other associated policies via their website at https://plaid.com/legal/. We may use Plaid for, inter alia, (i) Bank account validation; (ii) Balance requests (to verify account balances); (iii) Business Activity and Revenue confirmation; (iv) Transaction requests (to request transaction data including merchant and category information); (v) Payment initiation; (vi) to undertake continuing checks and monitoring to ensure accurate credit offer assignment; (vii) to meet any appropriate legal or regulatory obligations.

9. Open Accounting

9.1 Our Platform has enabled Open Accounting functionality via different APIs dependent on the relevant accounting software. You may, as a User of our Platform, connect your accounting software ("Accounting Software") to FundOnion which will provide FundOnion with read-only third party access to Your Accounting Software, which FundOnion may (but is not obligated to) use in the provision of Services and general funding services to You. By connecting your Accounting Software to FundOnion via Open Accounting, You hereby agree and consent to Our access to such information and use of such information for the provision of the Services, general funding services, and any other related business purpose.

10. Authority for Finance Applications via API

10.1 If You seek to apply or enquire for finance through our Platform, You expressly agree that we are hereby authorised to make automatic finance applications via API to certain of our lender panel should it be deemed that You may be eligible to receive a credit offer. As part of this process, these lender providers will share your information with credit reference agencies to run soft credit and identity checks. They will also share it with fraud prevention agencies and You are made aware that if fraud is identified during this process You may be refused services or finance. This clause refers generally to our API service and does not limit or restrict in any way the operation of any other clauses in this Agreement or our Terms & Conditions or Privacy Policy.

11. Fast-Track (“Fast-Track Application”)

11.1 Our Platform may from time to time host a Fast-Track Application feature which may permit You to apply to certain members of FundOnion’s Lender Panel and provide information and documentation which will enable FundOnion’s Platform and Services to generate You an instant approval on a funding facility (generally up to a maximum of £100,000).

11.2 By completing the Fast-Track Application form and submitting any requested information and/or documentation, You hereby represent and warrant to FundOnion and that relevant Lender(s) that such information is true and accurate and not misleading. Further, in making such a submission You hereby indemnify FundOnion

12. Marketing Permissions

12.1 By entering into this User Agreement You hereby consent to receive marketing, promotional, and advertising communications (“Marketing Communications”) from FundOnion and/or FundOnion personnel from time to time.

12.2 You may opt-out of any Marketing Communications at any time by writing to hello@fundonion.com and notifying Us of Your opt-out.

13. General Provisions

13.1 We reserve the right to vary this User Agreement from time to time (including the assignation of these terms).

13.2 This User Agreement (together with any policies, documents or forms referred to in it), constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter save that nothing in this clause operates to limit or exclude any liability for fraud.

13.3 No one other than a party to this User Agreement shall have any right to enforce any of its terms and the rights of the parties to terminate, rescind, or agree any variation, waiver or settlement under this User Agreement are not subject to the consent of any other person under the Contracts (Rights of Third Parties Act) 1999 or otherwise.

13.4 You shall not assign, transfer, sub-contract or in any other manner make over to any third party any benefit and/or burden of this User Agreement without the prior written consent of the Company. Any purported breach of this clause shall be void.

13.5 Nothing herein contained shall be construed to create a partnership, joint venture or agency between the parties and neither party shall not be permitted to bind the other party or purport to act on behalf of the other party in any respect without the express prior written approval from the other party.

13.6 No failure to delay on the part of either party hereto to exercise any right or remedy under this User Agreement shall be construed or operated as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in this User Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

13.7 Except as expressly provided in this User Agreement, the rights and remedies provided under this User Agreement are in addition to, and not exclusive of, any rights or remedies provided by law or equity and the parties shall be entitled to remedies of injunction, specific performance, or other equitable relief as applicable for any threatened or actual breach of this User Agreement.

13.8 Nonperformance of respective obligations under this User Agreement by either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.

13.9 If any provision or term of this User Agreement or any part thereof shall become or be declared illegal invalid or unenforceable for any reason whatsoever then such terms or provisions shall be severed from this User Agreement and shall be deemed to be deleted from this User Agreement in the jurisdiction in question provided always that if any such deletion substantially affects or alters the commercial basis of this User Agreement the parties shall negotiate in good faith to amend and modify the provisions and terms of this User Agreement as may be necessary or desirable in the circumstances.

13.10 This User Agreement (including any disputes or claims arising out of or in connection with its subject matter or formation including non-contractual disputes or claims) shall be construed in accordance with and governed by the laws of England & Wales. All disputes, claims or proceedings between the parties relating to the validity, construction or performance of this User Agree shall be subject to the exclusive jurisdiction of the courts of England & Wales to which the parties hereto irrevocably submit.