1.1. Adelpha Capital Ltd (trading as Adelpha Property Finance) , a company incorporated and registered in England and Wales and whose registered office is at 27 Old Gloucester Street, London, WC1N 3AX and whose registered number is 104096998. References in this Investor Agreement to “Adelpha”, "we", "us" and "our" are to Adelpha Capital Ltd.
1.3. This Agreement will come into effect between you and Adelpha upon you confirming electronically on the Platform that you agree to the terms of this Agreement, or otherwise by using the Platform. This Agreement shall continue thereafter unless and until it is terminated in accordance with the provisions of Clause 14 of this Investor Agreement.
1.4. Where there is any conflict between this Investor Agreement and any Ancillary Documents, the provisions of the relevant Ancillary Document shall take precedence to the extent necessary to resolve such conflict.
2.1. In this Agreement, the following capitalised terms shall have the following meanings:
Access Codes: your username and password for your Membership Account.
Ancillary Documents: any documentation which you may enter into from time to time in respect of investment on the Platform, including any relevant Receivables Participation Agreements, RPA Loan Agreements, RPA Security Documents and any other related agreements
Applicable Law: all laws, regulations, rules and regulatory guidance which may be applicable from time to time
Business Day: a day (other than a Saturday or a Sunday) on which commercial banks are open for general business in London
Confidential Information: has the meaning given to it in Clause 11 of this Investor Agreement
Default: when an RPA Borrower has not paid a payment due under a RPA Loan Agreement
FCA: the Financial Conduct Authority
Information: any and all text, numbers, graphics, audio and still and moving images, whether in physical or electronic form, as contained on the Platform
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world
Investor Agreement: this agreement
Membership Account: a data account in your name in our systems that will enable you to access and use the Platform in accordance with the provisions of this Agreement
Member Information: any information relating to you, that you provide to us
Nominated Bank Account: the bank account or building society account based in the UK and opened in your name which you have registered with us
Platform: the platform operated at https://www.adelphapropertyfinance.com
Property: a specific property which secures a loan which is the subject of a Receivables Participation Agreement.
Receivables Participation Agreement: the standard form agreement relating to the purchase of a participation in receivables that may be entered into from time to time between an RPA Seller and an RPA Investor
RPA Borrower: anyone who has entered into an RPA Loan Agreement with an RPA Seller
RPA Client Account: the bank account held at a duly authorised UK credit institution for the purpose of, amongst others, receiving payments from and disbursing payments to RPA Investors
RPA Investor: a member of the Platform who is authorised by us to use the Platform and has entered into certain investments from time to time on the Platform by entering into a Receivables Participation Agreement
RPA Loan Agreement: the loan agreement that may be entered into from time to time between a RPA Seller and an RPA Borrower (among others)
RPA Loans: any loans which are offered on the Platform for the purchase of participations of receivables in such loans
RPA Offer and RPA Offers: an offer by an RPA Seller to sell a participation in receivables relating to an RPA Loan Agreement through the Platform
RPA Purchase: has the meaning given to it in Clause 7 of this Agreement
RPA Purchase Request: has the meaning given to it in Clause 7 of this Agreement
RPA Sale: has the meaning given to it in Clause 8 of this Agreement
RPA Sale Request: has the meaning given to it in Clause 8 of this Agreement
RPA Security Documents: means certain security arrangements entered into by an RPA Borrower from time to time in respect of an RPA Loan
RPA Seller: an entity within the Adelpha group or otherwise controlled by Adelpha wishing to sell participations in receivables under an RPA Loan
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement of additional tax.
Watchlist: when there is an expectation that an RPA Borrower has not paid a payment due under a RPA Loan Agreement.
3. Disclosures and Disclaimers
3.1. The Platform is provided “as is” and “as available”. We make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Platform, including any warranty that the Platform or any part or use of it will be uninterrupted, error free or free of harmful components, or that any information provided to us or available on the Platform will be secure, accurate, timely, up-to-date, reliable or not otherwise lost or corrupted. Except to the extent prohibited by law, we exclude all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.
3.2. You acknowledge that you understand and accept that the Platform operates as a platform intended to facilitate the sale and purchase of participations in receivables in relation to RPA Loans, and only limited investigation of RPA Offers is undertaken by us. RPA Investors are responsible for making your own assessment of the viability of each RPA Offer. If you are in doubt or require any assistance in making such an assessment, you should consult professional advisors.
3.3. The Information on the Platform is not intended for use outside the UK, and no such Information constitutes an offer or solicitation to anyone in any jurisdiction where such an offer is not lawful or to anyone to whom it is unlawful to make such an offer or solicitation.
3.4. We shall not have any duty to disclose to you any Information which we receive in the course of providing the Platform.
3.5. You acknowledge and agree that we do not provide any investment, financial, accounting, taxation or legal advice in general, or in relation to any RPA Loan, RPA Offer, Receivables Participation Agreement or this Agreement, and that we are not authorised to do so. Nothing that we do or communicate to you should be construed as the provision of any such advice by us or any of our group companies. You are solely responsible for making your own independent appraisal and investigation of the risks of making an RPA Purchase Request or RPA Purchase and entering into a subsequent Receivables Participation Agreement or otherwise investing on the Platform and you should obtain your own legal, accounting, tax and/or financial advice in relation to such matters, as you consider necessary.
4. Membership Account
4.1. In order to access the Platform, you must first apply for a Membership Account via the Platform. You must provide us with all information requested during the application process and comply with all our identification and anti-money laundering requirements to enable us to comply with all Applicable Law.
4.3. As part of the application for a Membership Account you must provide us with the account details of the bank account from which you intend to make and receive payments (the "Nominated Bank Account"). Your Nominated Bank Account must be in your name and must be held with a bank within the United Kingdom or another institution that is acceptable to us.
4.4. We reserve the right, in our sole discretion, to refuse to register you as a member of the Platform for any reason and, in that event, are under no obligation to tell you the reason for such refusal.
4.5. Upon completion of the registration process, including satisfaction of any required verification checks and acceptance by us, we will open a Membership Account for you. A Membership Account enables you to receive investment offers and make investments through the Platform. Your Membership Account does not hold any funds. If we approve your application for a Membership Account, you will be asked to choose your Access Codes. Each time you seek to access your Membership Account, we will check your identity by asking for your Access Codes. As long as your correct Access Codes are entered, you agree that we will be entitled to assume that you are the person giving instructions and you will be liable for those instructions until you notify us in accordance with Clause 4.6 of this Investor Agreement. You must therefore keep the Access Codes secret and secure and make sure that they are not stored in a way that enables others to access them or impersonate you. In addition, if you disclose the Access Codes to any person, you will be responsible and liable for any access, use, misuse or disclosure of your Access Codes or your Membership Account by such person.
4.6. You must notify us immediately if you discover or suspect that the security of your Access Codes may have been breached. If we receive such a notification from you or determine ourselves that the security of your Access Codes may have been breached and we decide to take action based on that, you will not be able to access the Platform until measures have been taken to verify your identity.
4.7. Unless and until you tell us that you believe that someone else knows the Access Codes or can use your Membership Account by impersonating you:
(a) you will be responsible for any instruction which we receive and act on via your Membership Account, even if it was not given by you; and
(b) we will not be responsible for any unauthorised access to your Membership Account or the information available in it.
4.8. We can refuse to act on any instruction that we reasonably believe: (i) was unclear; or (ii) was not given by you; or (iii) might cause us to breach a legal or other duty; or (iv) if we believe the Platform is being used for an illegal purpose.
5. General Terms relating to Receivable Purchase Agreements
5.1. The Platform facilitates the sale and purchase of participations in receivables between RPA Sellers and RPA Investors. The participations in receivables available to be purchased on the Platform relate to capital and interest that is payable by an RPA Borrower under an RPA Loan concluded off the Platform. An RPA Offer is made on the Platform by an RPA Seller who will sell a participation in the receivables from an RPA Loan Agreement.
5.2. Participations in respect of an RPA Loan may be structured in two tranches. One tranche will offer payments of principal and income on a basis that is subordinated in some circumstances to the payments made to holders of the other tranche. The subordinated tranche will entitle its holders to a higher income rate. Further information on the tranches and the priority of payments in different circumstances is set out in the Receivables Participation Agreement. An RPA Investor will have the opportunity to select which tranche it wishes to purchase.
5.3. All RPA Investors agree to comply with the terms of this Agreement.
5.4. Our activities carried out in connection with the RPA Loan Agreements are not regulated by the FCA, are not covered by any Financial Services Compensation Scheme and there is no right of complaint to the Financial Ombudsman Scheme. None of Information on the Platform and/or provided by Adelpha needs to be, or has been, approved within the meaning of the Financial Services and Markets Act 2000. However, you acknowledge that making use of the Platform may expose you to a risk of losing monies paid out in connection with a Receivables Participation Agreement.
5.5. You agree that you will not make any contact with any RPA Borrower, RPA Seller, intermediary, solicitor or valuer concerning an RPA Offer, RPA Loan, RPA Loan Agreement, RPA Security Documents or Information concerning them or any Property on the Platform (other than your own solicitor or other professional advisers) without our prior written consent.
5.6. You must promptly notify us if you receive Information from, or you are otherwise contacted by, any person in relation to a particular RPA Loan, RPA Offer, Property, RPA Loan Agreement or RPA Security Documents outside the Platform (other than your own solicitor or other professional advisers), or you have a pre-existing relationship with the RPA Borrower, RPA Seller, or any intermediary, solicitor, law firm, or valuer which you are aware is involved. If any person makes, or attempts to make, contact with you regarding such documents then you must direct them to contact us.
6.1. The performance of each RPA Borrower’s obligations under the RPA Loan Agreement can be secured by the RPA Security Documents entered into between either (i) the RPA Borrower and the RPA Seller (or another entity who will hold the security for the benefit of the RPA Seller) or (ii) between one or more third parties (providing either guarantees or third party security) and the RPA Seller (or another entity who will hold such guarantees or third party security for the benefit of the RPA Seller) as appropriate.
6.2. If the RPA Borrower misses a payment or only partially pays the amount due under the RPA Loan Agreement, the RPA Seller (or another entity on its behalf) shall, at its discretion, be responsible for collection and enforcement in respect of the receivables, including enforcement of the relevant RPA Security Documents as necessary and subject to the terms of the Receivables Participation Agreement in respect of the underlying RPA Loan. If the RPA Seller (or another entity on behalf of the RPA Seller) enforces the security created by the RPA Security Documents, any proceeds received or recovered by the RPA Seller will be applied in accordance with the relevant Receivables Participation Agreement and to the RPA Investors.
7. Making a Receivables Participation Agreement Purchase
7.1. We shall not be responsible for, and do not provide advice to you on, or confirmation in respect of, the suitability of any RPA Offer for you or any purpose for which you make an RPA Purchase Request. You should carefully consider the terms of an RPA Offer before making an RPA Purchase Request.
7.2. As an RPA Investor, you acknowledge and agree that:
(a) you have read and understood the terms and details of the RPA Offer in relation to which you are making the RPA Purchase Request, including the Receivables Participation Agreement;
(b) our decision to publish details of the RPA Offer on the Platform does not constitute any approval or endorsement of the RPA Offer or any representation by us that the details of the RPA Offer accurately reflect the risks associated with the RPA Offer;
(c) we do not warrant that use of any of the documents supplied as part of the Platform including, without limitation to the generality of the foregoing, any Receivables Participation Agreement are suitable or appropriate for your needs and you must take your own independent legal and other advice on the terms of such documents;
(d) you, as an RPA Investor, choose the amount of your RPA Purchase, which tranche of receivables you wish to acquire, the rate of interest you wish to receive and over what term. You should specify these preferences in your RPA Purchase Request;
(e) expected bad debt estimates on the Platform are provided on an ‘as is’ basis for information purposes and general guidance only and we do not warrant their accuracy or reliability; and
(f) the relevant RPA Seller may (without responsibility to you):
(i) exercise or refrain from exercising any or all of the rights, powers and discretions arising under or in connection with the relevant RPA Loan Agreement and/or the RPA Security;
(ii) agree to any variation or waiver of the terms of the relevant RPA Loan Agreement and/or the RPA Security applicable to the RPA Loan Agreement; and
(iii) perform any other acts under the RPA Loan Agreement and/or the RPA Security in its discretion as it sees fit.
7.3. Subject to the RPA Borrower making the relevant payment under the relevant RPA Loan Agreement to the relevant RPA Seller, Adelpha will determine how much of the amount so collected is to be paid to RPA Investors in accordance with the relevant Receivables Participation Agreement and will pay an amount equal to the amount so determined into the RPA Investor’s Nominated Bank Account as soon as reasonably practicable after receipt.
7.4. You acknowledge and agree that the RPA Seller shall not be obliged to pay all or any part of the amounts due to you under the Receivables Participation Agreement unless and until it receives corresponding sums from the RPA Borrower and such sums have become payable to you under the relevant Receivables Purchase Agreement. Entitlements to payments will vary between RPA Investors holding different tranches.
7.5. You further agree and acknowledge that you have no right of recourse against the RPA Seller, the RPA Borrower in the event of the RPA Borrower failing to fulfil its obligations under the RPA Loan Agreement.
7.6. It is possible that the proceeds (if any) recovered as a result of any recovery and enforcement activity by the RPA Seller (or another entity on its behalf) under the RPA Loan Agreement may not be sufficient to repay the entire amount due to you under the Receivables Participation Agreement. In that case, you acknowledge that you will only be entitled to receive amounts allocated to you in accordance with the terms of the relevant Receivables Participation Agreement.
7.7. Sometimes, an RPA Borrower requires some flexibility in its payments under its RPA Loan Agreement. For example, an RPA Borrower might come to the RPA Seller to say that they are anticipating being late on a payment and there is a genuine reason for the delay. If, having assessed the facts and the evidence provided, the relevant RPA Seller are comfortable with the delay, the RPA Seller may be willing (in our absolute discretion) to allow the RPA Borrower some temporary flexibility on its repayments. In this situation, rather than causing unnecessary payment delays to you, the relevant RPA Seller may (in our absolute discretion) opt to pay you the interest due to you on time in advance of the RPA Borrower paying the interest under the RPA Loan Agreement. If the delay later materialises into an actual non-payment by the RPA Borrower, the RPA Seller would look to enforce the terms of the RPA Loan Agreement as normal. Any amounts paid by the relevant RPA Seller under this clause will be deducted out of recoveries before making payment as set out in the Receivables Participation Agreement in respect of any other amounts due or owing to you.
8. Making a Receivables Participation Agreement Sale
8.1. An RPA Investor can assign their right, title and interest in each Receivables Participation Agreement through the Platform. Any assignment of a Receivable Purchase Agreement other than in accordance with the terms of this Clause 8 shall be void and have no effect.
8.2. If an RPA Investor wishes to sell a receivable, the RPA Sale must be for the whole of their holding of the Receivables Participation Agreement the receivable it relates to.
8.3. The Receivables Participation Agreement to be sold must not relate to an RPA Loan that is in Default or on the Watchlist at the time of the RPA Sale Request and at the time of the assignment.
8.4. A Receivables Participation Agreement must only be advertised for sale through the Platform and not through any other means unless agreed by Adelphal in advance
8.5. You, as an RPA Investor, by making an RPA Sale Request irrevocably offer to assign all your rights, title and interest in the selected Receivables Participation Agreement to another RPA Investor on the Platform.
8.6. The RPA Sale Request can only be withdrawn if a RPA Purchase Request for the Receivable Purchase Agreement has not been made by an RPA Investor.
8.7. If a RPA Purchase Request is made for the Receivables Purchase Agreement for sale, the amount outstanding under a Receivable Purchase Agreement as at the last payment date was made prior to the the date of the assignment less any fee specified will be paid to your Nominated Bank Account, and any amount accrued under the Receivable Purchase Agreement since the last payment date prior to the date of assignment but not yet paid will be apportioned to you according to the number of days before and after the date of assignment to which the payment relates.
8.8. Adelpha reserves the right in its sole and absolute discretion to refuse to list for sale any Receivable Purchase Agreement an RPA Investor may want to sell.
8.9. You acknowledge that it may not be possible to find a new RPA Investor for your Receivable Purchase Agreement and Adelpha makes no guarantee of the possibility, timing or price of a sale.
9. Use of Adelpha and the Platform
9.1. All the Intellectual Property Rights in the Platform, and the Information on the Platform or provided by us to you (excluding your Member Information), shall vest and remain vested in us or the third party owners. Except as expressly provided in this Agreement, you obtain no rights from us or our licensors, including any rights related in or related to any Intellectual Property Rights.
9.2. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and use the Platform solely in accordance with this Agreement. You may not make a permanent copy of or reproduce any Information from the Platform in any form. You may not reproduce or incorporate any Information or content from the Platform into any other website or material. You may only print, display or download temporary copies of the content to your own computer for your own use in accordance with this Agreement.
9.3. During and after the term of this Agreement, you will not assert, nor will you authorise, assist, or encourage any third party to assert, against us or our licensors, any patent infringement or other Intellectual Property Rights infringement claim regarding the Platform.
9.4. You represent, warrant and undertake that none of your Member Information will infringe the rights of any third party, including Intellectual Property Rights, privacy, publicity or other personal or proprietary rights; or will contain libellous, defamatory or otherwise unlawful material.
9.5. You undertake not to:
(a) use the Platform to:
(i) harvest or collect email addresses or other financial, personal or contact Information of other members of the Platform by electronic or other means for the purposes of sending unsolicited communications or inviting any person to invest outside the Platform;
(ii) to create a database (electronic or otherwise) that includes Information downloaded or otherwise obtained from the Platform except to the extent expressly permitted under this Agreement;
(iii) to transmit or re-circulate any Information obtained from the Platform to any third party except where expressly permitted by us or on the Platform;
(b) use the Platform in any unlawful manner or in any other manner that could damage, disable, overload or impair the Platform or the servers on which it is hosted;
(c) use automated scripts to collect Information from or otherwise interact with the Platform;
(d) upload, post, publish, display, transmit, share, store or otherwise make available on the Platform any Information that we may deem:
(i) to be misleading, harmful, threatening, unlawful, libellous, defamatory, infringing of any Intellectual Property Rights, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; and/or
(ii) to contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or
(iii) to be unsolicited or unauthorised advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation; and/or
(iv) to be the private information of any third party, including, without limitation, addresses, phone numbers, email addresses, National Insurance numbers or other identifiers, credit card numbers and/or debit card numbers; and/or
(v) to be an attempt to promote or market any goods or services for your own financial benefit;
(e) register on the Platform more than once or register on the Platform on behalf of an individual other than yourself, or register on the Platform on behalf of any entity without that entity’s prior written authorisation;
(f) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity;
(g) use or attempt to use another person’s Membership Account without authorisation from us, or create a false identity in relation to the Platform;
(h) solicit personal information from anyone under 18 or solicit passwords or personally identifying Information for commercial or unlawful purposes; or
(i) use the Platform in such a way so as to remove the copyright or trademark notice(s) from any copies of any Information made in accordance with this Agreement.
9.6. You are solely responsible for your Member Information. You may not post, transmit, or share Member Information on the Platform or otherwise that you did not create or that you do not have permission to display, publish or post. You understand and agree that we may, but are not obligated to, review the Platform and may delete or remove (without notice) any Member Information in our sole and absolute discretion, for any reason or no reason, including without limitation Member Information that in our own absolute discretion violates any provision(s) of this Agreement. You are solely responsible at your own cost and expense for creating backup copies and replacing any Member Information.
9.8. You agree on demand to indemnify and hold each other member, us, our subsidiaries and affiliates (including each and every RPA Seller), and each of our directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees and expenses, and all registration fees and duties, arising out of or in connection with:
(a) any of your Member Information;
(b) your RPA Purchases, RPA Purchase Requests, RPA Sales, RPA Sale Requests or other use of the Platform;
(c) your conduct in connection with the Platform or with other members of the Platform; and
(d) any breach by you of this Agreement or the infringement of any Intellectual Property Rights or other rights of any third party.
9.9. You are solely responsible for your interactions with other members of the Platform. We reserve the right, but have no obligation, to monitor disputes between you and other members.
9.10. Subject to the provisions of this Agreement, we are not responsible for third party information downloaded or any Member Information posted by other members to the Platform.
9.11. You may link to the Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site in any website that is not owned by you. Our site must not be framed on any other website, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice.
9.12. The Information provided via the Platform is intended solely for use by persons and organisations that are eligible to become an RPA Investor. The Platform is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to Applicable Law.
10. Representations and Warranties
10.1. By agreeing to the terms of this Agreement, you represent and warrant to us that:
(a) notwithstanding our statutory obligations to individual investors to provide services with reasonable skill and care, you understand and acknowledge that neither we nor any of our or directors or employees make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of any information which we provide to you from time to time;
(b) all details, information, representations, identification and other documentation that you provide to us from time to time is true and accurate in all material respects;
(c) you are entering into this Agreement and any relevant Ancillary Documents as principal and not as agent or on behalf of any third party;
(d) execution, delivery and performance of any aspect(s) of this Agreement will not violate any law, ordinance, charter, by-law or rule applicable to you, or any other agreement by which you are bound or by which any of your or their assets are affected;
(e) you will not send funds to the RPA Client Account other than by using the payment methods specified by us and, in each case, from your Nominated Bank Account and you will not request that funds be sent from the RPA Client Account other than to your Nominated Bank Account;
(f) you will not use the Information posted on the Platform for any purpose other than researching RPA Offers listed on the Platform and transacting on the Platform; and
(g) any Member Information is complete, accurate and up to date, and will be updated by you as soon as possible after it later becoming incomplete, inaccurate or no longer up to date.
11.1. Information obtained by you via your Membership Account and Information disclosed directly to you by us (“Confidential Information”) shall be kept strictly confidential by you and used only for the purpose of interacting with and transacting on the Platform and shall not be disclosed by you in whole or in part, directly or indirectly to any third party, provided that:
(a) you may disclose such Information to any of your employees, solicitors and other professional advisors (if appropriate) for the purpose of working with you in connection with your decision to transact on the Platform, on the basis that you understand that you will be responsible for their use and handling of such Information; and
(b) Confidential Information shall not include Information that:
(i) was in your lawful possession before it was disclosed, without confidentiality restrictions;
(ii) you obtain from a third party on an unrestricted basis other than through breach of this Agreement or breach of any other obligation of confidentiality on you or the third party;
(iii) is developed by you independently of us and any Information received by you from us; or
(iv) you are required to disclose in accordance with Applicable Law, provided that you give us as much advance written notice of such requirements as is reasonably practicable in the circumstances.
12.1. You shall be liable to us for any loss or damage suffered by us as a result of your breach of this Agreement or for your negligence, fraud or misconduct.
12.2. We shall only be liable to you for any loss or damage which results directly from our breach of this Agreement, negligence, fraud or misconduct.
12.3. Whilst Adelpha takes care to ensure that the standard of the Platform remains high and to maintain the continuity of it, you acknowledge and agree that the Internet is not always a stable medium, and errors, omissions, interruptions of service and delays may occur at any time. As a result, we do not accept any ongoing obligation or responsibility to operate the Platform to a certain level of availability (or any particular part of it).
12.4. Our liability to you in respect of any Ancillary Documents shall be limited to the amount paid by you in relation to any such Ancillary Documents.
12.5. We will not be liable for any indirect, incidental, special, punitive or consequential damages, loss of business, loss of profits, loss or corruption of data, loss of goodwill or reputation caused by any act or omission by us under any aspect of this Agreement.
12.6. Nothing in this Agreement shall limit any party’s liability for personal injury or death, or for any other liability which may not be excluded by Applicable Law. If you are unsure about which laws apply to you, you should seek independent advice.
12.7. No party shall be liable for any failure or delay in the performance of any obligation under this Agreement (except any payment obligation) by reason of any cause beyond that party’s reasonable control.
13. Fees and Charges
13.1. We do not charge fees to you for arranging for you to make an RPA Purchase Request and subsequently enter into a Receivable Purchase Agreement. Accordingly, the returns quoted to you are not reduced by our fees.
13.2. We may, however, charge fees for facilitating an RPA Sale of a Receivable Purchase Agreement.
13.4. You are responsible for any related telecommunication charges, digital television subscription or other charges for the time you spend accessing the Platform via the Internet or any wireless, television or other network.
13.5. Unless otherwise stated, fees are quoted exclusive of VAT, where applicable
14.1. You can terminate this Agreement and your Membership Account at any time by giving us written notice by email to .
14.2. We reserve the right, in our sole discretion, to terminate this Agreement and close your Membership Account immediately by notice in writing to you at any time and for any reason (and, in that event, are under no obligation to tell you the reason for such termination and closure), including (without limitation) if:
(a) you are in breach of any term of this Agreement; and/or
(b) you breach any term of any Ancillary Document to which you are a party;
(c) we believe it is necessary or desirable to terminate your member status for legal or regulatory reasons; and/or
(d) we suspect that you have used the Platform, or intend to use the Platform, for the purpose of an illegal activity.
(e) we decide that the account be closed on the grounds that, in our reasonable opinion, your Membership Account is or may be materially detrimental to other users of the Platform or us.
14.3. Any termination of this Agreement will not affect the validity or enforceability of any Ancillary Documents that you are then a party to.
14.4. Following termination of this Agreement, we will, on request, provide you with limited access to the Platform and your Membership Account for a period of 7 days to download any of your Member Information. Upon the expiry of that 7 day period, your access to your Membership Account and the Platform will be terminated and we will have no obligation to store or provide you with access to any Member Information or any Information relating to your activity on the Platform.
14.5. Where you continue to hold a Receivable Purchase Agreements, termination of your Membership Account shall not affect the application of this Investor Agreement to the holding of those Receivable Purchase Agreements until they have been repaid. In the event of your death, incapacity, insolvency or winding up or our reasonable suspicion that payment to you may contravene any laws, we may transfer your account to such person that provides reasonable proof that they are entitled to legal ownership or control of your assets.
15.1. Except as otherwise expressly provided in this Agreement, any communication in writing may be given by post to the last known postal address that we hold for you or you hold for us, or email to the email address last notified by you to us or by us to you.
15.2. Communications sent:
(a) by post will be treated as received by you three Business Days after posting; and
(b) by email they will be treated as received immediately upon sending, so long as we do not receive notice of non-transmission or non-receipt.
15.3. We may also (where allowed to do so by Applicable Law) communicate with you by posting Information in your Membership Account or on the Platform, in which case the Information will be treated as received by you when it is posted by us.
15.4. Any communication given to us shall be deemed to have been received only on actual receipt by us.
15.5. You must inform us immediately of any changes to your personal details, including your postal address, your email address, your telephone numbers (mobile and landline) and, if relevant, your bank details.
15.6. If you need to contact us, you should email us at in the ﬁrst instance. You can also telephone us on 020-7122-8123 from Monday to Friday between 09.00 and 17.00 hours.
16. Amendments to this Agreement
16.1. We may amend this Agreement by placing a new version of this Agreement on the Platform, and where possible will give you notice that a change has been made. You should periodically check the Platform for updates to this Agreement. You will be deemed to have accepted any updates or amendments to this Agreement if you continue to use the Platform after such updates or amendments have been placed on the Platform.
16.2. We may make changes to this Agreement for any purpose that we consider reasonably necessary, including (without limitation):
(a) where we consider that a change will make this Agreement clearer and no less favourable to you; or
(b) to introduce new systems or technology; or
(c) to introduce new products or services; or
(d) to implement changes required by Applicable Law.
16.3 If you are not happy with any changes to this Agreement that may be made from time to time, you may terminate this Agreement in accordance with Clause 14.
17.1. The Agreement is supplied in English and all communications between all or any of us (including any communications or documentation passing between all or any of us before entering into any contract) will be in English.
17.2. Nothing in this Agreement is intended to confer any benefit on any person who is not a party to this Agreement, and no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. Notwithstanding the foregoing, each RPA Seller shall be entitled to enforce this Agreement against you where this Agreement purports to confer rights on them, and further we shall be entitled to enforce this Agreement on behalf of our affiliates or subsidiaries where this Agreement purports to confer rights on them. Any losses to our affiliates or subsidiaries shall be deemed to be losses of Adelpha and we may recover these as if they were incurred by Adelpha.
17.3. Except as may be expressly provided herein, nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, or to constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
17.4. If any part of this Agreement is found to be illegal, invalid or unenforceable by any court of competent jurisdiction or regulatory authority, the remainder shall continue in full force and effect. No single or partial exercise, or failure or delay in exercising any right, power or remedy by either you or us shall constitute a waiver by us of, or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
17.5. The provisions of this Agreement are personal to you and you shall not be entitled to assign or transfer any of your rights or obligations under this Agreement.
17.6. We, and our successors and assigns, may assign any or all of our respective rights and obligations under this Agreement. Any Adelpha group company, and their successors and assigns, which have rights or benefits under this Agreement may assign any or all of their respective rights and obligations under this Agreement.
17.7. The records kept by us in the Platform shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.
17.8. The Agreement (including all non-contractual rights arising out of or in connection with it) is governed by English law.