Terms and Conditions

Please read these Terms and Conditions carefully and in their entirety before using this Platform. Your use of this Platform is conditioned upon your unconditional acceptance of, and compliance with, each and every term and condition set forth below. If you do not accept, or will not comply with, each and every term and condition set forth below you may not use this Platform and we may terminate your account.

You may only use this Platform in your capacity as an authorised representative of an Approved Entity or any Entity that you want to become an Approved Entity. You may not use this Platform in any other capacity.

1. Terms and conditions

1.1 vabble Ltd (vabble) owns and operates an electronic platform for the sale and purchase of Receivables available at app.vabble.io (this Platform).

1.2 These terms and conditions Terms and Conditions set out the terms and conditions on which you shall be entitled to access and perform certain actions on this Platform. These Terms and Conditions are in addition to the terms and conditions set out in:

• (a) our privacy and data protection policy which is available here: Privacy Policy;
• (b) our cookies policy which is available here: Cookie Policy;
• (c) any agreement (including any receivables purchase agreement) entered into between you and us in connection with the sale and purchase of Receivables via this Platform; and
• (d) any other policy, document or agreement we may require you to accept, agree to or comply with in connection with your use of this Platform or any transaction contemplated by this Platform,
• (all of the foregoing and these Terms and Conditions together being the Platform Documents).

1.3 In the event that any provisions in these Terms and Conditions are inconsistent with or contrary to the provisions of any other Platform Document, the provisions of these Terms and Conditions shall prevail.

1.4 By accepting these Terms and Conditions in accordance with Clause 3 (Acceptance and Registration), you agree that these Terms and Conditions form a legal, valid, binding and enforceable contract between you and us and between the Entity that you represent and us. You may incur personal liability if you breach or fail to comply with any term or condition of these Terms and Conditions.

2. Definitions and interpretation

2.1 In these Terms and Conditions, references to:

• (a) you and your are references to the individual accepting these Terms and Conditions and to the Entity whom that individual represents; and
• (b) us, our and we are references to vabble.

2.2 Defined terms used in these Terms and Conditions have the meaning given to them in Part 1 (Definitions) of Schedule 1 (Definitions and interpretation).

2.3 The principles of interpretation and construction set out in Part 2 (Interpretation) of Schedule 1 (Definitions and interpretation) shall apply to these Terms and Conditions.

3. Acceptance

3.1 In order to access this Platform for the first time, an individual must:

• (a) accept these Terms and Conditions;
• (b) either:
• (i) provide the Registration Information for the Entity for whom that individual wishes to set up an account; or
• (ii) [if the Registration Information has already been provided for the relevant Entity, confirm the Entity for whom that individual is acting; and]
• (c) provide their Registration Information.

3.2 You accept these Terms and Conditions by clicking “I accept these terms” or any equivalent acceptance wording in respect of these Terms and Conditions on this Platform. You acknowledge and agree that your electronic acceptance of these Terms and Conditions is effective as if they were signed in ‘wet-ink’ and evidences your express intention to be bound by these Terms and Conditions.

3.3 You acknowledge and agree that we have the right to:

• (a) use the Registration Information provided by you in order to carry out our “know your customer” or any other similar checks and any other checks and processes that we are required or deem necessary to carry out for the purpose of registering new users to this Platform;
• (b) use the Registration Information for any permitted uses under our privacy policy;
• (c) request any additional information that we require in order to carry out these checks or processes and that we shall not (unless otherwise agreed) complete the registration of any user until the requested information has been provided; and
• (d) use third parties to perform any or all of these checks and processes if deemed reasonable and appropriate by us.

3.4 You must only provide Registration Information or any other information that is requested by us that is true, complete, up-to-date and not misleading in any way. If you become aware at any time that any Registration Information or any other information provided to us is not true, complete and up-to-date, or is misleading in any way, you must promptly notify us and provide such additional information as ensures this Clause 3.4 is satisfied.

3.5 You acknowledge and agree that we have the right to carry out the checks and processes referred to in Clause 3.3 following any notification or additional information being provided to us pursuant to Clause 3.4. We may in our sole discretion restrict or prohibit access and use of this Platform by you or any other person while these further checks and processes are being carried out.

4. Login credentials

4.1 You shall be solely responsible for maintaining the confidentiality of your login credentials for accessing and using this Platform. You must not disclose your login credentials to, and you must not permit the use of your login credentials by, any other person. You are responsible for all actions taken on this Platform using your login credentials.

4.2 If you know or suspect that your login credentials have been disclosed to, or used by, any other person, you must immediately notify us. We shall be permitted to take any action as we consider appropriate, including requiring you to create new login credentials, temporarily suspending your account or terminating your account.

5. Approval of Entities

5.1 We shall be entitled in our sole discretion to approve or deny access to and use of this Platform by any Entity or any person acting or purporting to act on behalf of that Entity. If we are willing to approve access to and use of this Platform by any Entity, we shall send a confirmation email to the individual who requested the account for that Entity. An Entity shall be an Approved Entity as of the time we send that confirmation email.

5.2 We may revoke our approval of an Entity as an Approved Entity at any time in our sole discretion.

5.3 Our approval of an Entity as an Approved Entity does not impose any obligation on us to permit any action to be taken by that Approved Entity on this Platform or to enter into any additional agreement (including any receivables purchase agreement) with that Approved Entity.

6. Licence and Intellectual Property Rights

6.1 Effective on and from our confirmation that an Entity that you represent is an Approved Entity, we grant you and that Approved Entity a personal, limited, revocable, non-exclusive, non-transferable, licence to access and use this Platform in accordance with these Terms and Conditions and the other Platform Documents. You must use this Platform solely in connection with the transactions contemplated by the Platform Documents. You must not assign or transfer or purport to assign or transfer any of your rights in respect of this licence, nor grant or purport to grant any sub-licence, to any other person, and any such purported assignment, transfer or grant shall be null and void.

6.2 We may at any time and in our sole discretion restrict your access to and use of this Platform and may limit, revoke or terminate (in part or in full) any licence granted to you and the Authorised Entity that you represent pursuant to these Terms and Conditions, in each case by notice to you.

6.3 We shall not be liable to you or to any other person for any revocation or termination of alicence to use this Platform. Revocation or termination of a licence shall in no way modify or void any payment obligations any person may have incurred through use of this Platform.

6.4 You acknowledge and agree that we are the owner of this Platform, of all of the Intellectual Property Rights in or relating to this Platform and of all materials and other content published or available on this Platform other than any User Content and we reserve all right, title, benefit and interest in and to the foregoing.

6.5 You will not obtain, and must not seek to obtain, any right, title, benefit or interest (including any Intellectual Property Right) in or to this Platform, any Intellectual Property Rights in or relating to this Platform or any materials or other content (other than your User Content) published or available on this Platform except as expressly provided for in any Platform Document. You must ensure that you take all reasonable steps necessary to ensure that you protect and do not infringe any of the Intellectual Property Rights in and to this Platform or any materials or content (other than your User Content) published or available on this Platform or the rights of any other person in respect of that person’s User Content.

6.6 You must promptly notify us of any breach or likely breach of your obligations under Clause 6.5 and promptly, at your own cost and expense, provide such assistance (including taking such actions) as we require as a result of such breach or likely breach.

6.7 You must not:

• (a) copy, reproduce, modify, distribute, publish, create derivative works from, publicly display, publicly perform, licence, sub-licence, sell or re-sell or offer to sell or re-sell any materials, content, software, products or services obtained from or through this Platform (including any User Content of any other person);
• (b) alter, translate, enhance, reverse engineer, decompile, disassemble or make derivative works of this Platform, the Intellectual Property Rights in or relating to this Platform or any material or other content published or available on this Platform;
• (c) remove or alter any copyright notice appearing on this Platform or any of its content; or
• (d) circumvent any encryption or other security tools used anywhere on this Platform;
• in each case except as expressly permitted by any Platform Document or with our prior written consent.

6.8 You agree that we are authorised, and you grant to us a royalty free licence (without any express or implied warranties of any kind), to use, reproduce, modify, distribute and publish any of your User Content and the User Content of any Entity that you represent as we deem necessary or appropriate in connection with the operation of this Platform and the transactions contemplated by the Platform Documents.

7. Use of this Platform

7.1 Subject to these Terms and Conditions and any Platform Document, we agree that we will use commercially reasonable efforts to make available this Platform to each Approved User. However, we provide no representation, warranty, assurance, guarantee or undertaking that this Platform will be available at all times or at any given time and you acknowledge that access to and use of this Platform may be restricted or prevented by us from time to time (including for regular maintenance or updates) or for reasons outside of our control, all without liability for us.

7.2 We will use reasonable efforts to:

• (a) provide advance notice to Approved Users of any scheduled unavailability of this Platform;
• (b) notify Approved Users of any unscheduled unavailability of this Platform once known to us; and
• (c) make this Platform available again as soon as is commercially practicable in the circumstances at that time.

7.3 We may, in our sole discretion and at any time, in any way, for any reason, change or discontinue any part of this Platform. We shall not be liable to any person should we exercise our right to change or discontinue this Platform. If you object to any such changes, your sole recourse will be to cease accessing and using this Platform. Your continued access of this Platform following any such changes shall constitute your agreement to such changes.

7.4 We are committed to taking reasonable steps to ensure that this Platform is secure or free from bugs or viruses. However, we provide no guarantee that this Platform will be secure or free from bugs, viruses, trojans, worms, logic bombs or any malicious or harmful components or software. You should use your own virus protection software and take such other steps as you consider appropriate in connection with accessing and using this Platform. In no event shall we be liable for damages arising from any such bug, virus, trojan, worm, logic bomb or any malicious or harmful component or software.

7.5 You must not:

• (a) misuse this Platform by knowingly introducing bugs, viruses, trojans, worms, logic bombs or other malware or material that is malicious or technologically harmful;
• (b) attempt to gain unauthorised access to this Platform, the server on which this Platform is stored or any server, computer or database connected to this Platform;
• (c) attack this Platform via a denial-of-service attack or a distributed denial-of service attack;
• (d) use this Platform in any manner that, we consider in our sole discretion, promotes, conducts, or contributes to activities that are profane, defamatory, infringing, fraudulent, obscene, pornographic, indecent, commercial, inappropriate or illegal,including pyramid schemes, surveys, contests, chain letters, gambling, junk e-mail, spamming, promoting hatred towards any group of people or conduct that can reasonably be expected to harm others;
• (e) use this Platform in any manner which could damage, disable, overburden, or impair this Platform, or interfere with the access, use or enjoyment of this Platform by others, including causing greater demand on this Platform than is deemed reasonable by us;
• (f) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• (g) harvest or otherwise collect personal information about another person through this Platform (including email addresses);
• (h) use any meta tags or any other (hidden text) utilising any content or Intellectual Property Rights owned by, or licensed to, or by, us;
• (i) use bots, spiders, scrapers, employees, contractors, resellers, assigns or any kind of automated process to copy, download, hot-link, frame or otherwise use any content (i) on this Platform or (ii) on third party web sites in violation of such websites’ terms and conditions;
• (j) access or attempt to access any of our other systems, programs or data that are not made available by us for public use; or
• (k) create or provide any other means through which this Platform may be accessed, for example, through server emulators, whether for profit or not.

7.6 Without prejudice to any other provision in these Terms and Conditions, we may immediately revoke any licence granted to you or any Authorised Entity that you represent if you breach Clause 7.5.

7.7 We may from time to time provide details on this Platform of the minimum hardware and software requirements for use of this Platform. However, we do not guarantee the access to or performance of this Platform even if such minimum requirements are met. You are responsible, at your own cost and expense, for ensuring that you have and will have, among other things, all equipment, hardware and software as is necessary or desirable for accessing and using this Platform except for any software provided by us generally in connection with this Platform. Any questions regarding minimum system requirements to access this Platform should be sent to us by email to [***] and we will provide limited technical support seeking to address issues around the functionality of this Platform. You should report any technical issues relating to accessing or using this Platform promptly to us.

7.8 You are solely responsible for your decision to access and use this Platform on behalf of any Entity that you represent. You must not take or refrain from taking any action in connection with this Platform that would result in you, the Entity that you represent or us being in breach of any applicable law or regulation (including any sanctions).

7.9 You shall promptly notify us of any breach by you of any provision of these Terms and Conditions or the occurrence or existence of any event or circumstance that is likely to result in a breach by you of any provision of these Terms and Conditions.

8. User Content

8.1 You represent and warrant that, at the time that you provides any User Content:

• (a) you are the sole owner of that User Content or, if you are not, that you have the authority of the owner and any other person with any rights or interest in that User Content to provide such User Content and to provide the authorisation and grant the licence set out in Clause 6.8; and
• (b) that User Content is true, complete, up-to-date and not misleading in any way.

8.2 We have no obligation to check whether any User Content is true, complete, up-to-date and not misleading in any way. You shall promptly notify us if any User Content provided by you was not, or is no longer, true, complete, up-to-date and not misleading in any way.

9. Indemnity

9.1 You shall immediately on demand indemnify and defend us and each Indemnified Person against any liability, damage, loss (whether direct or indirect or consequential and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and legal costs (calculated on a full indemnity basis)) suffered or incurred by us or that Indemnified Person as a result of any breach by you, or any failure by you otherwise to comply in full, with these Terms and Conditions or any misrepresentation by you pursuant to these Terms and Conditions.

9.2 The indemnity in this Clause 9 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to you or us.

9.3 You shall have any obligation to indemnify us or any Indemnified Person (as applicable) under this Clause 9 if the liability, damage, loss, cost or expense was suffered or incurred solely and directly as a result of our or the relevant Indemnified Person’s (as applicable) fraud, gross negligence or wilful misconduct.

10. No Warranties/Exclusion of liability

10.1 This Platform is being provided on an “as is” and “as available” basis to the fullest extent permitted by applicable law or regulation. We expressly disclaim all warranties of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement, including any representation or warranty in relation to:

• (a) the suitability of this Platform for use by any person and its satisfaction of any requirements any person may have;
• (b) whether this Platform or its contents shall be available, uninterrupted, continuous, timely, secure or error or virus free;
• (c) the use of the content on this Platform in terms of correctness, completeness, availability, accuracy, reliability or otherwise, or in connection with any person’s submissions;
• (d) whether this Platform or any portion thereof infringes or misappropriates the Intellectual Property Rights of any third party or parties;
• (e) the use of this Platform by any other person;
• (f) the compliance and performance by any other person with any of their obligations arising under or in connection with the use of this Platform;
• (g) whether any action taken by any person in relation to this Platform or any transaction contemplated by the Platform Documents has been duly authorised and is within the capacity and power of that person; or
• (h) the legal, valid, binding and enforceable nature of these Terms and Conditions or any other Platform Document.

10.2 We shall have no liability to you or any other person for any liability, damage, loss, cost or expense suffered or incurred by you or any such person arising out of or connected with any:

• (a) unavailability of this Platform or any functionality of this Platform;
• (b) errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by this Platform;
• (c) bugs, viruses, trojans, worms, logic bombs or any malicious or harmful components or software or any other malicious or harmful components on this Platform;
• (d) restriction on your access to, or use of, this Platform;
• (e) failure by this Platform to meet your needs or expectations;
• (f) claims against us concerning whether this Platform infringes the Intellectual Property Rights of any third party or parties;
• (g) breach by you or any other person of any provision of these Terms and Conditions; or
• (h) matters outside of our control (including any Force Majeure Event).

10.3 The exclusion of liability in this Clause 10 will not apply to any liability, damage, loss, cost or expense suffered or incurred by you:

• (a) solely and directly as a result of our fraud, gross negligence or wilful misconduct; or
• (b) that we are not entitled to exclude by any law or regulation applicable to us.

10.4 You agree that:

• (a) we shall in any event have no liability for:
• (i) any indirect or consequential loss or damage; or
• (ii) any loss of profit, loss of reputation or loss of goodwill, regardless of whether such loss or damage was foreseeable or notified to us; and
• (b) our aggregate liability to you (whether in contract, tort or otherwise) will not exceed £1,000.

10.5 Without prejudice to any other provision of the Platform Documents, you acknowledge and agree that we make available this Platform in reliance upon the disclaimers of warranties, the limitations of liability and the liability cap set out in these Terms and Conditions. You further acknowledge and agree that we would not make available this Platform without such reliance

11. Communications

Any communication to be made under or in connection with these Terms and Conditions between you and us shall be made via this Platform’s messaging system or via email. Any communication made or delivered via this Platform’s messaging system or by email will be effective only when actually received (or made available) in readable form.

12. Confidentiality

12.1 We agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 12.2, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to our own confidential information.

12.2 We may disclose Confidential Information:

• (a) to any of our affiliates, officers, directors, employees, professional advisers, insurers, auditors and partners (and to any of the foregoing of any of our affiliates);
• (b) who provides or may provide any goods or services to us in connection with this Platform or any transactions contemplated by the Platform Documents;
• (c) to (or through) whom we assign or transfer (or may potentially assign or transfer) all or any of our rights and/or obligations under one or more Platform Documents and to any of that person's affiliates and professional advisers and to any other person who provides or is involved in any financing arrangement relating to such (potential) assignment or transfer;
• (d) to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; or
• (e) to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes,
• provided that:
• (i) any person to whom Confidential Information is disclosed in accordance with this Clause 12.2 is informed in writing of its confidential nature and agrees to treat such information as confidential on terms at least equivalent to this Clause 12 or is otherwise is subject to professional obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement so to inform in relation to paragraphs (d) and (e) above if, in our opinion, it is not practicable so to do in the circumstances); and
• (ii) any Confidential Information is disclosed only to the extent that such person needs to know that Confidential Information in connection with this Platform and the transactions contemplated by the Platform Documents (in relation to paragraphs (a) to (c)) or to the extent required (in relation to paragraphs (d) and (e)).

13. vabble

13.1 vabble Ltd is incorporated in England and Wales with company number 13660922 and its registered office at 5 New Street Square, London, United Kingdom, EC4A 3TW.

13.2 We are not authorised or regulated by the Financial Conduct Authority or the Prudential Regulation Authority.

13.3 The acceptance of these Terms and Conditions does not and is not intended to create or constitute or otherwise give rise to any agency, trust or fiduciary relationship between us and you and we shall have no obligations to any person other than as set out in a Platform Document.

14. Amendments and waivers

14.1 We reserve the right to amend these Terms and Conditions at any time and from time to time. [You will be required to accept any amended Terms and Conditions before using this Platform for the first time following such amendments being made.]

14.2 The latest version of these Terms and Conditions is available on this Platform at Terms and Conditions and you are advised to review these Terms and Conditions on a regular basis.

15. Partial invalidity

If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

16. Remedies and waivers

No failure to exercise, nor any delay in exercising, by us of any right or remedy under these Terms and Conditions shall operate as a waiver of any such right or remedy or constitute an election to affirm these Terms and Conditions. No election to affirm these Terms and Conditions by us shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law.

17. Third Party Rights

Except for any Indemnified Person, no person other than you or us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any provision of these Terms and Conditions.

18. Governing law and jurisdiction

18.1 These Terms and Conditions and any non-contractual obligations arising out of or in connection with them are governed by English law.

18.2 You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions (including a dispute relating to any non-contractual obligation arising out of or in connection with these Terms and Conditions).

18.3 You agree that the courts of England are the most appropriate and convenient courts to settle disputes and accordingly will not argue to the contrary.

Schedule 1 Definitions and interpretation

Part 1 Definitions

In these Terms and Conditions:

Approved Entity

means any Entity that we have approved to use this Platform.

Approved User

means any Approved Entity and any Authorised Representative of that Approved Entity.

content.text-nineteen-twenty-seven

means any individual authorised to act on behalf of an Approved Entity and who has set up an account on this Platform.

Confidential Information

means all information relating to us, you or any Entity that you represent in whatever form (including any information given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

• (a) is or becomes public information other than as a direct or indirect result of any breach by you or us of Clause 12 (Confidentiality);
• (b) is identified in writing at the time of delivery as non-confidential by the person delivering that information; or
• (c) is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality

Entity

means any company, corporation, firm, partnership or other legal entity.

Force Majeure Event

means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions or transmission failure or third party communications network failures.

Indemnified Person

means each of our:

• (a) affiliates, directors, officers, employees or agents; and
• (b) affiliates’ directors, officers, employees and agents

Intellectual Property Rights

means any rights, title, benefit and interest in and to patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.

Registration Information

means, at any given time, the information requested on this Platform when:

• (a) an individual wishes to set up an account for an Entity to become an Approved Entity; and
• (b) an individual wishes to set up an account to access and use this Platform.

User Content

means, in respect of a person (other than us), any and all information, documentation or material provided by or on behalf of that person to us in connection with this Platform and the transactions contemplated by the Platform Documents.