18 December 2023
Funding Options Limited is a credit broker and provides a service through which businesses may identify and access suitable financing (the “Service”). These terms and conditions (“Terms of Business”) set out the terms on which accountants and other business advisors (“Introducers”) can refer their clients to enable them to benefit from some of the features of Funding Options credit intermediation services.
Funding Options Limited is incorporated in England & Wales with its registered office at 4th Floor, The Featherstone Building, 66 City Road, London, EC1Y 2AL United Kingdom (company number 07739337), authorised and regulated by the Financial Conduct Authority (firm registration number 727867), and registered with the Information Commissioner's Office (reference number Z2992318).
1. For the purposes of providing the Service, Funding Options will use reasonable endeavours to share information about Referred Businesses with lenders and potential finance providers to explore finance offers.
2. Funding Options shall pay to the Introducer a commission for the referral activities as defined and according to the payment terms provided in section Commissions and Payment terms.
3. Funding Options shall provide reasonable assistance in ensuring that Introducer has all the necessary information to enable it to deploy the referral programme.
4. Funding Options will not use the trademarks and logo of the Introducer without the latter’s written permission.
5. Introducer shall use reasonable endeavours to promote the Service and to make it available to potential Referred Businesses from within its clients.
6. Introducer acknowledges that Funding Options Service is intended for business-related purposes only and only businesses are eligible for the Service.
7. In case the Introducer has not obtained all necessary authorizations by the Financial Conduct Authority to carry out activities falling under the scope of the Consumer Credit Act 1974 (as amended and supplemented), the Introducer shall refrain from referring businesses that fall under the scope of the Act (such as as sole traders, partnerships with two or three partners consisting of two or three persons not all of whom are bodies corporate, an unincorporated bodies of persons which does not consist entirely of bodies corporate and is not a partnership, where the amount of credit sought is less than £25,001).
8. Introducer shall inform Referred Businesses that the Service is carried out and managed by Funding Options Limited.
9. Introducer shall disclose to all Referred Businesses the nature and amount of Commission it is entitled to receive by Funding Options for the introduction activities pursuant to these Terms of Business.
10. Introducer shall ensure it has in place all necessary consents or other lawful bases under Data Protection Laws for collecting, processing, using and sharing Personal Data including but not limited to sharing it with Funding Options for the purposes of referral and sharing the data with lenders.
11. Introducer shall consult with Funding Options and obtain Funding Options prior permission to use any of Funding Options and its affiliates’ trademarks, branding, marketing materials and/or marketing initiatives.
12. Introducer shall be responsible for dealing with any direct queries or complaints or other interaction with Referred Businesses concerning the referral process. For the avoidance of doubt, any client referral queries and complaints relating to Funding Options products or services shall be referred to and resolved by Funding Options. Both Parties shall cooperate with and provide each other with such assistance and information as may reasonably be required to deal with and resolve any Referred Business queries and complaints.
13. Introducer shall inform Referred Businesses that Funding Options as well as third party lenders may run credit checks on them to assess their eligibility and creditworthiness for funding.
14. Introducer shall disclose to Referred Businesses how and when commission would be collected when a Referred Business proceeds with a funding offer.
15. Introducer acknowledges that Funding Options can only attribute a commission where Referred Businesses have used specific channels into the Service as specified by Funding Options from time to time, and commission shall only apply to Referred Businesses that are new to Funding Options (do not already exist in Funding Options’ CRM) and that have obtained funding from a lender partner. Commission shall be payable to the Introducer also for further funding transactions of the Referred Business. For avoidance of doubt, if the same business gets referred by another Introducer, any further funding transactions executed after the second referral, shall be attributable to the second Introducer.
16. Introducer shall be entitled to a commission rate (“Commission”) in the amount of 30 % of the commission earned by Funding Options from finance providers under funding transactions by the Referred Business.
17. Commission shall be due and payment thereof shall be made within 30 days from the end of the month in which Funding Options has already received payment of the commissions under p. 16 from the respective finance providers.
18. Current state of all applications of Referred Businesses is available on the Funding Options platform (“Connect”) for reference.
19. To the extent that the Introducer and Funding Options, each as Controller, share Personal Data with each other, or otherwise Processes Personal Data for the Agreed Purposes, the provisions of this section shall apply.
20.1. For the purposes of this section, the following definitions will apply:
“Agreed Purposes” means the purpose for which Personal Data will be shared between and further processed by the parties, i.e. for the Introducer to refer Referred Businesses to the Service in reward for the Commission.
“Data Protection Laws” means all applicable laws and regulations on privacy and the protection of Personal Data, including of the European Union, the European Economic Area, their member states and the United Kingdom, including but not limited to the EU General Data Protection Regulations, the UK GDPR and the UK Data Protection Act 2018.
“Data Subject”, shall have the meaning given in Data Protection Laws and for the avoidance of doubt include representatives of Referred Businesses whose personal data will be processed under these terms.
“Data Controller”, “Processing”, “Process” and “Processor” shall have the meaning given to those terms (or equivalent terms) under the DSA prior to the GDPR Date and thereafter the meaning given to those terms under the GDPR.
“Personal Data”, means the personal data (as defined under the relevant Data Protection Laws) processed or provided by one party to the other in relation to the Agreed Purposes, including but not limited to names, contact details, job roles and other details about representatives of Referred Business.
“Personal Data Breach” shall have the meaning given to the term under Data Protection Laws.
"Regulator” means any person having regulatory or supervisory authority over all or any part of the parties’ businesses in relation to the Processing of Personal Data, including the Information Commissioner’s Office or the Financial Conduct Authority.
21. Data sharing
21.1. In order to achieve the Agreed Purpose, the parties acknowledge that it is necessary for Personal Data to be shared between them.
21.2. Where one party discloses, transfers or otherwise makes available Personal Data to the other party, both parties shall each be a separate Data Controller under Data Protection Laws and process Personal Data as such.
21.3. This section supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the sharing of the Personal Data and for its subsequent processing by the parties for the Agreed Purpose. All such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.
22.1. Each party shall (and shall procure that their employees and subcontractors shall) at all times:
22.1.1. comply with its respective obligations as a Data Controller under Data Protection Laws;
22.1.2. ensure the Personal Data it Processes is accurate and up to date to the best of its knowledge.
22.1.3. not Process the Personal Data in such a way as to cause the other party to breach any of its obligations under Data Protection Laws;
22.1.4. when disclosing, transferring or otherwise making available the Personal Data to the other party, take appropriate technical and organisational security measures against unauthorised or unlawful Processing of the Personal Data and against accidental, unauthorised or unlawful Processing, loss or destruction of, alteration, or damage to or disclosure of, or access to, the Personal Data, which take into account the risk to the rights and freedoms of the affected Data Subjects.
22.1.5. inform the other party without undue delay, on becoming aware of any Personal Data Breach affecting the Personal Data; and
22.1.6. provide all reasonable cooperation, assistance and information to the other party as may be required, without undue delay, to allow the party to comply with the Data Protection Laws with respect to:
(a) fulfilling the rights of Data Subjects pursuant to the Data Protection Laws, including without limitation, subject access rights, rights to rectification, restriction of processing, data portability, the right to object to processing and automated decision-making;
(b) responding to any notice served by any competent court or governmental administrative body or a Regulator;
(c) assessing, responding to, remediating and reporting any Personal Data Breaches;
(d) responding to any other notification, complaint or communication in relation to the Personal Data; and
(e) promptly considering such a request from the other party to amend, transfer or delete the Personal Data.
22.1.7. ensure effective procedures are in place to allow the Data Subjects to "opt-out" from receiving marketing messages or having their Personal Data Processed for marketing purposes.
22.1.8. erase all Personal Data received by the other party after the processing of the Personal Data is no longer necessary for the achievement of the Agreed Purposes, unless the Processing party can justify a valid lawful ground for the further processing of that data under Data Protection Laws.
22.2. Should either party receive a request, notification or correspondence from a Regulator or a Data Subject under the Data Protection Laws each party will be responsible for responding in accordance with their obligations under Data Protection Laws only in respect of the Personal Data for which they are responsible as Data Controller and will promptly notify the other party of such requests.
22.3. Each party shall ensure that any Personal Data that is shared, disclosed or transferred to the other party has been obtained in accordance with Data Protection Laws that it and has provided all necessary notices to Data Subjects and has procured all necessary consents, or satisfied another legal basis, in order for the other party to Process the Personal Data in compliance with Data Protection Laws.
22.4. Each party shall ensure that any Personal Data it receives from the other party is subsequently Processed in compliance with Data Protection Laws, in particular: (i) satisfies a legal basis or procures all necessary consents under Data Protection Laws, and (ii) provides all the necessary notices to Data Subjects in order to carry out the Processing it wishes.
22.5. This section shall be effective until termination of these Terms of Business or until Personal Data continues to be Processed by the the parties for the Agreed Purposes, whichever is later.
23. These Terms of Business shall not be deemed to create any agency, partnership, joint venture or employment relationship between the parties, and neither party shall hold itself out as having authority or power to bind the other in any way; neither party intends to cede any exclusivity to the other as part of these terms unless agreed in writing.
24. At the written request of either party, the Service may be withdrawn from the Introducer’s agreed channels (or immediately in the event of a material breach not reasonably remedied within one week of written notification), by which point both parties will remove references to the Service on their website and other materials (if any).
25. Liability of either party that may arise under or in connection with these terms shall be limited to the total remuneration already paid or payable by Funding Options to the Introducer during the 12-month period immediately preceding the event giving rise to the claim. Notwithstanding the preceding sentence, each Party’s liability that may arise under or in connection with these terms in respect of 1) any infringement of intellectual property rights; 2) breach of section Data Protection; or 3) infringement of Data Protection Laws shall be limited to five times the total remuneration already paid or payable by Funding Options to the Introducer during the 12-month period immediately preceding the event giving rise to the claim. Notwithstanding any of the foregoing, neither party shall be liable for any loss of profits, revenue, depletion of goodwill, special, indirect or consequential losses, costs, damages, charges or expense (even if such losses were foreseeable). Nothing in these terms excludes or restricts the liability of either party for death or personal injury caused by their negligence, or any liability resulting from fraud, gross negligence or wilful misconduct by that party, or any other liability that cannot be excluded or restricted by law.
26. All Confidential Information (any technical or business information disclosed by one party to the other party that is marked or orally identified as “confidential” or “proprietary” at the time of such disclosure or that under the circumstances, a person exercising reasonable business judgement would understand to be confidential or proprietary) shall be maintained by the receiving party in strict confidence. The receiving party shall not disclose the disclosing party’s Confidential Information to any third parties except as stipulated herein; and shall not use any such Confidential Information for any purpose except as necessary to carry out its obligations under these terms. The receiving party may disclose Confidential Information to its affiliates, employees and professional advisers who have a need to know such Confidential Information for the purposes of these terms and are bound by nondisclosure restrictions at least as protective as those set forth herein, provided that the receiving party remains responsible and liable for any breach of the confidentiality terms by such persons. Notwithstanding the above, Confidential Information may be disclosed to the extent required by any law, regulation and/or stock exchange; provided that the party required to make such a disclosure (i) uses reasonable efforts to give the other party reasonable advance notice of such required disclosure, and (ii) only discloses Confidential Information to the extent necessary to comply with. The receiving party’s obligations set forth in this section will not apply to the extent any Confidential Information: (i) is now or hereafter becomes generally known or available to the public, through no act or omission on the part of the receiving party; (ii) was known, without restriction as to use or disclosure, by the receiving party prior to receiving such information from the disclosing party; (iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving party without use of or reference to any Confidential Information of the disclosing party.
27. Funding Options will generally give the Introducer at least one (1) month’s prior notice of any changes to these terms. In some cases, Funding Options may not notify the Introducer in advance of a change being made, for example:
if the change benefits the Introducer;
if the change is made to comply with law, rule or regulation or related guidance and Funding Options is not reasonably able to provide advance notice; or
if there are minor changes to Service or the way the service operates that do not affect its quality, the functions or the Introducer’s rights under these terms.
28. Unless you’ve told us otherwise before any change takes place, we’ll assume that you’ve accepted the change. If you do tell us that you do not accept any change, your notification will be deemed to be a notice that you wish to terminate the these terms and the use of the Service on the date upon which the changes are due to take effect (or any other date that you request in advance of the changes taking effect).
29. These terms will remain in place indefinitely, until terminated by either party. The Introducer may terminate the use of the Service and these terms at any time by contacting Funding Options at firstname.lastname@example.org.
30. Funding Options may terminate these terms by giving the Introducer at least one (1) month’s prior written notice.
31. Funding Options may immediately terminate these terms where it has reason to believe that any of the following happened:
Introducer has been suspended for a period of 90 days and you has failed to remediate the cause for suspension;
Introducer seriously or repeatedly broke these terms;
Funding Options reasonably thinks that Introducer might put it in breach of law or regulation;
Funding Options discovers that any of the information Introducer has provided is false or misleading;
Introducer stops meeting Funding Options eligibility criteria;
Introducer has infringed on FO or any third party’s intellectual property; or
Introducer is subject to bankruptcy, insolvency, winding up or other similar event.
32. The termination of these terms will not affect either party’s accrued rights arising herein.
33. A person who is not party to these terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term within; this does not affect any right or remedy that exists or is available apart from that Act.
34. Funding Options may send notices to the Introducer by email to the address provided when the Introducer signed up to Connect at www.fundingoptions.com, or otherwise as updated by the Introducer.
35. These Terms of Business shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the jurisdiction of the English courts.
36. The parties acknowledge and agree that these Terms of Business supersede any previous agreement signed by the parties and hereby agree that the old agreement is terminated as of the date of these Terms.