TUNINGBILL PLATFORM USER AGREEMENT



About us

TuningBill Limited, a company incorporated in England and Wales with company number 11720342 whose registered office is Da Gama Place, London, United Kingdom, E14 3QQ (TuningBill) operates the website https://tuningbill.com/ (the Website) and the TuningBill Platform.

By submitting your application to become a user of the TuningBill Platform you agree to be bound by the terms and conditions of this TuningBill Platform User Agreement (the Agreement).

For users of the TuningBill Platform in the United States, services provided by TuningBill are provided through TuningBill, Inc, a Delaware Corporation. For users outside the United States, services shall be performed by TuningBill Limited, a company incorporated in England and Wales. (TuningBill, Inc. and TuningBill Limited shall be collectively referred to as TuningBill Service Providers or we and us )

Background to the TuningBill Platform

The TuningBill Platform provides a
digital banking as a service platform that operates a business loan model for cross-border receivables and payables. This model allows Buyers to sell the
rights to money owed by them under an Invoice in return for funding. 


Buyers must use the funding to pay the Seller who issued the Invoice to the Buyer. In return for earlier payment of the Invoice the Buyer may be able to
negotiate a discount on the Invoice with the Seller.


In order to upload Invoices to the Platform, Buyer must upload a copy of the Invoice, upload related contractual documents including the bill of lading,
and confirm that they have received the goods and/or services the Invoice relates to.


Suppliers can also register as Users and upload Invoices on the Platform, but only if the Buyer is already registered on the Platform.
Buyers must approve any Invoice uploaded by a Seller


Once an Invoice is uploaded to the Platform, Lenders can lend in part or full to the Borrower. 


On maturity of the contract, the Borrower will be obliged to pay the Loan Amount plus interest. 


The TuningBill Platform also provides its Users access to other third parties to facilitate transactions and requires its Users to open
accounts with PayrNet in order to facilitate payments required under this agreement and the schedules to it.


Invoices can be in a range of different currencies. These currencies are limited by the currency of trading of the Buyer and the Seller.


This Agreement sets out the terms on which Users can access and use the Platform.

 
 

1. Definitions

The following defined terms are used in this Agreement:

Users / Parties 

Exporter/Seller: means a seller under a Sale and Purchase contract who raises an Invoice to the Importer/Buyer.

Importer/Buyer/Invoice Payer: means a business that acquires goods and/or services from a Seller under a Sale and Purchase Contract.

Borrower: means either a Buyer or Seller borrowing funds to facilitate the trade between themselves.

Customer: means an individual or entity that registers on the platform either as an Importer, an Exporter or as an Investor.

Investor/Lender: means an Entity that funds the Buyer or Seller in return for the exchange of a Security contract as entered between the Investor and the Borrower;

PayrNet: means PayrNet Ltd, a company established in England and Wales with company number 09883437, that is authorised by the Financial Conduct Authority to issue electronic money and provide payment services.

KBRFX: means KBRFX Ltd, a company established in England and Wales with company number 05424125, that is authorised by the Financial Conduct Authority to provide FX brokerage.

 

Documents / Contracts 

Customer Services: means TuningBill Service Providers’ customer service team who can be contacted by email, contact form or phone at the website www.tuningbill.com.

Fees: means the Fee charged by TuningBill to provide services to the customers

Intellectual Property Rights: means any patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, 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.

Invoice: an invoice provided by a Seller to a Buyer in relation to the provision of goods and/or services by the Seller to the Buyer under a Sale and Purchase Contract.

Loan: means any form of finance available to businesses other than equity finance and buying and selling Invoices on the Platform.

Loan Application Form:: means the form available on the Platform, that Buyers and Sellers must complete, and submit to TuningBill for approval.

Loan Contract: means a contract between the Borrower and Lender specifying the terms and conditions for the loan (lender giving loan to the borrower).

Loan Maturity Date: the Date on which the Borrower agrees to pay back the Loan along with the interests to the Lender. This is a different date from the underlying Invoice Maturity Date corresponding to the Invoice presented for availing the loan.

Sale and Purchase Contract means a contract for the sale or supply of goods and/or services from a Seller to a Buyer.

 

General 

Application: an application to register to become a User as defined in clause 2.1(a).

Confidential Information: means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party’s Representatives whether before or after the date of this Agreement, including but not limited to:

a)the existence and terms of this Agreement;

b) any information that would be regarded as confidential by a reasonable business person relating to:

i) the business, affairs, customers, clients, suppliers, or plans of the disclosing party; and

ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and

c) any information developed by the parties in the course of carrying out this Agreement.

Content: means any and all text, images, audio, video, scripts, code, software, databases, and any other form of information capable of being stored on a computer that appears on, or forms part of, the Platform and our Website.

Listing: means a listing on the Platform advertising the borrowing / loan requests connected with an Invoice raised by a Seller to a Buyer. List shall be construed accordingly.

Platform: The portal developed and maintained by TuningBill that is made available to Users through the Website, and allows Buyers and Sellers to present Invoices between them for the purpose of Borrowing funds to facilitate their trade.

Privacy Policy: means TuningBill’s privacy policy which can be found at: https://www.tuningbill.com/privacy

Profile means information on Users collected by us, including information about the User’s corporate status, business, and finances and their use of the Platform

Related Rights: means the benefit of the obligations owed by a Buyer under a Sale and Purchase Contract.

Representative: means an officer, employee or agent of a User who is authorised to act on the User’s behalf.

Security: means any charge, mortgage, pledge, lien, or any other arrangement having a similar affect to creating security or any title retention rights.

Service, TuningBill Service: means the service provided to Users under this Agreement which includes, but is not limited to: (1) allowing Users to access the Platform; (2) allowing Users to Borrow and Lend on the Platform and (3) such other services as TuningBill may decide to provide from time to time.

Termination Event: means all events described in clause 27.

TuningBill’s Credit Risk and Pricing Engine: TuningBill’s proprietary credit risk and pricing tool that it uses to propose cost of financing between the Borrower and Lender.

User, you: means a Customer, and is approved by, TuningBill to use the Platform and agrees to the terms of this Agreement.

User Account: an account set-up by TuningBill to give Users access to the Platform so that they can access and use the Services and which includes a username and password that allows you to securely access the Platform and use the Services

User Application: has the meaning given to it in clause 2.1.

Wallet: means the electronic money wallet issued by PayrNet to Users that allows Users to make payments to, and receive payments from, other Users, TuningBill and their own bank accounts.

Website: means www.tuningbill.com and any other domains through which TuningBill makes available the TuningBill Service.

Website Use Terms and Conditions: means the terms and conditions that apply to anybody accessing our Website that can be found at: https://www.tuningbill.com/terms.

1.1Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.2A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8A reference to writing or written includes email.

1.9Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.11References to clauses and Schedules are to the clauses and Schedules of this Agreement.

1.12Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. User Registration

2.1In order to become a User, and be able to use the Platform and Services, you must:

a)go to the Website and apply to
register (a User Application) by selecting Register on the Website and providing the information requested and any
further information requested by TuningBill subsequently; and

b)be approved by TuningBill once TuningBill has carried out the due diligence checks detailed in clause 2.7.

2.2TuningBill reserves the right to decline any Application.

2.3Following receipt of a User Application TuningBill will either:

a)email you with confirmation that your application has been declined; or

b)email you with confirmation that your application has been approved.

2.4By applying to become a User you agree, if your User Application is accepted by TuningBill, that you have read, understood and agree to the
terms and conditions set out in this Agreement. If there is anything within the Agreement that you do not understand then please visit the FAQ’s section on the Website or contact Customer Services.
If you do not agree with any of the terms of this Agreement you should not apply to register.

2.5Each time you use the Platform you agree to be bound by the latest version of the TuningBill User Platform Agreement which will be made available to you on the Platform.

2.6By entering into this Agreement you also agree to be bound by and comply with our Website Use Terms and Conditions available on our Website at: https://www.tuningbill.com/terms 

2.7Before approving Applications, TuningBill Service Providers conduct due diligence checks on all Users and will request information from you so that it can perform various checks on Users,
their beneficial owners and Representatives including, but not limited to: 

a)credit checks;

b)identity verification checks;
and

c)anti-money laundering checks and
searches.

2.8TuningBill Service Providers reserves the right to conduct checks detailed in clause 2.7 at any time while you remain a User, and may request further information from
you during the term of this Agreement in order to do so.

2.9When your application has been approved by TuningBill you will be issued with User Account details that will allow you to access the Platform and use the Services.

2.10You must keep your User Account details safe and not disclose them to third parties.

2.11If you think your User Account details have, or may have been, compromised you must inform TuningBill immediately.

3.Our Platform

3.1Our Platform is provided solely as an online venue for
Investors and Buyer (or occasionally Sellers) to enter into a commercial agreement to fund the trades between the Buyer and the Seller.
We are not a party to this agreement or other relationships between Borrowers and Lenders. You hereby acknowledge and agree that Lenders
are not lending to us, and Borrowers are not borrowing from us. By agreeing to a Loan Contract through the Platform Borrowers and Lenders
enter to an agreement with each other on the terms set out in this Agreement.

3.2Borrowers will pay the fees and charges to the Lenders as per the contract
between them and the Lenders. Separately, Buyers and Lenders will pay the applicable TuningBill Service Fee as per the contract between them and TuningBill.

4.Duration of this Agreement

4.1There is no fixed term to this Agreement and it will remain effective until
terminated in accordance with the provisions of Termination Clause.

5. How we may use your personal information

5.1We will use any personal information you provide to us to:

a)provide the Services; 

b)perform any of our rights or obligations under this Agreement; and

c)process payments in relation to the Services;  

5.2By entering into this Agreement you agree to us processing your personal information are set
out in our Privacy Policy and in this Agreement and the Schedules to it.

6. Confidentiality

6.1All parties to this Agreement undertake not to at any
time during this Agreement, and for a period of five years after termination of the Agreement, disclose to any person
any Confidential Information concerning another party’s business, affairs, customers, clients or suppliers, except as
permitted by clause 6.

6.2Parties may disclose Confidential Information:

a)to such of their respective employees,
officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising
rights or carrying out obligations under this Agreement. All parties will ensure that such employees, officers, representatives,
subcontractors or advisers comply with this clause 6; and

b)as may be required by law, a court of competent
jurisdiction or any governmental or regulatory authority.

6.3Each of us may only use the other’s Confidential Information for
the purpose of fulfilling our respective obligations under this Agreement.

7.Payment Service

7.1All payments made on our Platform are made through the payment service provided by PayrNet.

7.2By entering into this Agreement you agree to enter into an agreement with PayrNet for the provision of payment services to you on the terms set out in Schedule 4. You will be required to read and accept the terms and conditions before making or receiving any payments on the Platform.

7.3In order to open a PayrNet Wallet you must:

a)be a User;

b)have passed due diligence checks carried out by us and PayrNet, and you hereby agree to us passing on your information to PayrNet for this purpose

7.4PayrNet will then issue you with a Wallet which you must use in order to make and receive payments on the Platform.

7.5You also agree, and hereby provide a mandate, that TuningBill will be granted full access to your Wallet in order to carry out
payments required to give effect to this Agreement, i.e. for the lending to or receiving payments from Borrowers. TuningBill Service Providers will only have authority to make transactions
that are required under this Agreement and made through the Platform.

7.6By using the payment service provided by PayrNet you acknowledge and agree to us sharing your personal information and/or
information about your transactions on the Platform with PayrNet.

7.7If we receive notice from PayrNet that your use of the Platform or the payment service is in breach of their terms or any
agreement between you and them we may take actions including, but not limited to, those necessary to rectify your breach, removing your ability to use the payment service to make or
accept payments on the Platform, and/or the suspension or termination of your User Account.

7.8PayrNet reserves the right to refuse the use of the payment service to anyone, for any reason and at any time.

8.FX Service

8.1TuningBill provides FX services to its customers through KBRFX.

8.2By entering into this Agreement, you agree to enter into an agreement with KBRFX for the provision of FX services as set
out in Schedule 3. You will be required to read and accept the terms and conditions before making or receiving any payments on the Platform.

8.3In order to open a KBRFX account you must:

a)be a User;

b)have passed due diligence checks carried out by us and KBRFX, and you hereby agree to us passing on your information to KBRFX for this purpose; and

c)[detail procedure to follow].

8.4KBRFX will then issue you with a unique number which you must use to trade any FX exchange with KBRFX.

8.5You also agree, and hereby provide a mandate, that TuningBill will be able to initiate FX trades through the platform technology such that a trade initiated by you on the TuningBill platform would be finding to you.

8.6By using the FX service provided by PayrNet you acknowledge and agree to us sharing your personal information and/or information about your transactions on the Platform with KBRFX.

8.7If we receive notice from KBRFX that your use of the Platform or the payment service is in breach of their terms or any agreement between you and them we may take actions including, but not limited to, those necessary to rectify your breach, removing your ability to use the payment service to make or accept payments on the Platform, and/or the suspension or termination of your User Account.

8.8KBRFX reserves the right to refuse the use of the FX services service to anyone, for any reason and at any time.

9.User obligations

9.1It is your responsibility to ensure that:

a)you co-operate with us in all matters relating to the Services;

b)you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and

c)you comply with all applicable laws.

9.2You may only use our Website, and the Platform, a manner that is lawful and that complies with the provisions of this clause. Specifically:

a)you must ensure that you comply fully with any and all local, national, or international laws, and/or regulations;

b)you must not use our Website in any way, or for any purpose, that is unlawful or fraudulent;

c)you must not use our Website to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and

d)you must not use our Website in any way, or for any purpose, that is intended to harm any person or persons in any way.

9.3When using our Website, you must not communicate or otherwise do anything that:

a)is sexually explicit;

b)is obscene, deliberately offensive, hateful, or otherwise inflammatory;

c)promotes violence;

d)promotes or assists in any form of unlawful activity;

e)discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; gender; religion; nationality; disability; sexual orientation; or age;

f)is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

g)is calculated or is otherwise likely to deceive;

h)is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;

i)misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 15.2);

j)implies any form of affiliation with us where none exists;

k)infringes, or assists in the infringement of, the Intellectual Property Rights of any other party; or

l)is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

9.4We reserve the right to suspend or terminate your access to our Website if you materially breach the provisions of this clause 15 or any of the other provisions of this Agreement. Further actions We may take include, but are not limited to:

a)removing your User Account from our Website;

b)issuing you with a written warning;

c)legal proceedings against you for reimbursement of any and all relevant costs resulting from your breach on an indemnity basis;

d)further legal action against you as appropriate;

e)disclosing such information to law enforcement authorities as required or as we deem reasonably necessary; and/or

f)any other actions which we deem reasonably necessary, appropriate, and lawful.

9.5We hereby exclude any and all liability arising out of any actions that we may take in response to breaches of this Agreement.

10. The Platform

10.1We grant you a non-exclusive, non-transferable and revocable license to access and use the Platform and the information provided on the Platform, including information about us and other Users that you may be given access to, solely for the purposes contemplated by this Agreement (the Licence).

10.2You will at all times recognise and respect our Intellectual Property Rights in relation to the Platform and the Licence and you may not copy or otherwise deal with the same without our written consent and you must safeguard and keep them confidential.

10.3You agree that we will create Profiles, perform analysis of all activity undertaken by you and other Users and retain records of all such activity including borrowing, lending and corresponding underlying security. You agree that such information will be our sole and exclusive property.

10.4You agree that we may immediately at any time, without reason or notice to you, suspend your access to the Platform, thereby preventing you from taking part in any additional borrowing (without releasing any of your obligations and liabilities to us or other Users).

10.5You agree that:

a)you will keep confidential all User Account information provided by us and ensure that only your authorised employees or agents have access to the Platform;

b)you are solely responsible for all activity carried out on the Platform through your User Account, whether or not such access is authorised by you provided you could or should have reasonably prevented such access:

c)we have the absolute right not to act on your or any User’s instructions if we consider there is a risk that by taking or refraining to take action may violate any law, regulation or other requirement of any governmental or other authority.

10.6If you are a Borrower, we may immediately at any time without notice to you, impose or vary conditions relating to your use of the Platform, including:

a)setting a limit on the value or volume of Invoices you may upload to the Platform for sale; and

b)prohibiting you from uploading any category of Invoices, or any specific Invoices.

11.Use of our website and Platform

11.1By using our Website and Platform you agree to comply with and be bound by our Website Privacy Conditions available on our Website and included in Schedule 1 to this Agreement.

11.2We may amend our Website Terms and Conditions from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

11.3We may update and change our Website from time to time to reflect changes to our products, our users’ needs and our business priorities . We will try to give you reasonable notice of any major changes.

11.4We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

11.5You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

12.Security on our Web-Platform

12.1Once registered, you will be provided with User Account details that will allow you to access and use the Platform. You must keep these details safe treat such information as confidential. You must not disclose it to any third party.

12.2We have the right to disable any User Account, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the Website Terms and Conditions included in Schedule 1 to this Agreement.

12.3If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify Customer Services.

12.4TuningBill Service Providers will not be held responsible for any loss incurred, including indirect or inconsequential loss, for your or your employees failure to take reasonable precautions to protect your secure login details, including but not limited to, you password, username, or identification code.

13.Links to Other Sites

13.1Links to other sites may be included on our Website and Platform. Unless expressly stated, these sites are not under our control. We neither assume nor accept responsibility or liability for the content of third party sites. The inclusion of a link to another site on our Website or Platform is for information only and does not imply any endorsement of the sites themselves or of those in control of them.

14.Force Majeure Event

14.1No party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.

15.Complaints and Dispute Resolution

15.1If you wish to make a complaint about the Services and/or the Platform please contact Customer Services who will attempt to resolve your complaint.

15.2If Customer Services is unable to help you may wish to follow the dispute resolution process detailed in the Dispute Resolution clause of this Agreement.

16.Dispute Resolution

16.1Arbitration with Users located in the United States. For uses located in the United States, if at any time during the term of this Agreement any dispute, difference, or disagreement shall arise upon or in respect of the Agreement, and the meaning and construction hereof, every such dispute, difference, and disagreement shall be referred to a single arbiter agreed upon by the parties, or if no single arbiter can be agreed upon, an arbiter or arbiters shall be selected in accordance with the rules of the American Arbitration Association and such dispute, difference, or disagreement shall be settled by arbitration in accordance with the then prevailing rules of the American Arbitration Association, and judgment upon the award rendered by the arbiter may be entered in any court having jurisdiction thereof. The venue for the arbitration shall be Mecklenburg County, North Carolina

16.2Dispute resolution with Users outside the United States.If any dispute arises in connection with this Agreement, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 Business Days of notice of the dispute, the mediator will be nominated by CEDR. The User hereby consents to jurisdiction and venu for all disputes in England and Wales for mediation or any other dispute resolution or legal proceeding.

17.Intellectual property rights

17.1With the exception of User Content, all Content included on the Platform and our Website and the Intellectual Property Rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by us. All Content, including User Content, is protected by applicable intellectual property laws and treaties.

17.2You must, at all times, respect the Intellectual Property Rights of other Users. Under no circumstances may you use intellectual property belonging to another party without that party’s express permission

17.3Subject to next clause, you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content (including User Content) from our Website unless given express written permission to do so by us or the relevant User.

17.4You may:

a)access, view, and use our Website in any web browser (including, but not limited to, in-app web browsers);

b)download our Website (or any part of it) for caching;

c)print pages from our Website;

d)download extracts from pages on our Website; and

e)save pages from our Website for later and/or offline viewing.

18.Limitation of liability:

18.1You agree that you are responsible for, and accept, all risks associated with your use of the Platform including, but not limited to:

a)a breach of any warranty or obligation of another User under this Agreement;

b)the identity, liquidity, credit rating and integrity of other Users;

c)whether or not the information provided by other Users is complete, accurate, genuine and not misleading including information about:

i)the financial status of Users;

ii)the company status of Users;

iii)any other information about the business of other Users;

iv)any Invoices uploaded to the Platform;

v)any Sale and Purchase Contracts uploaded to the Platform; and

vi)any other information that you may rely on to make decision with respect to your use of the Platform and the Services

18.2TuningBill Service Providers make no representation or warranty as to:

a)the information provided on the Platform which is provided on an ‘as is’ basis;

b)verification of information provided by other Users, including Sellers in respect of information provided about Invoices;

c)whether or not the Platform will be available, functional, reliable, accurate and without interruption, errors, viruses, malware or other defects.

18.3If you are an Invester you agree that we do not provide advice in respect of any lending and that by entering into a lending agreement you assume all risks associated with it including the risk that the Borrower may not repay the borrowed amount.

18.4Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:

a)death or personal injury caused by negligence;

b)fraud or fraudulent misrepresentation.

18.5Subject to previous clause, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

a)loss of profits;

b)loss of sales or business;

c)loss of agreements or contracts;

d)loss of anticipated savings;

e)loss of use or corruption of software, data or information;

f)loss of or damage to goodwill;

g)any indirect or consequential loss;

h)loss arising as a result of a Force Majeure Event;

i)any error, fraud or misrepresentation made by another User;

j)any unauthorised access to the Platform directly , or indirectly, attributable to the act or omission of a User or person other than us;

k)any misuse by any User of information provided on the Platform; and

l)any breach by a User of the confidentiality provisions of clause 6 of this Agreement.

18.6Subject to current clause, our total liability to you arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Fees you have paid to us within the 12 months prior to such claim being made.

18.7Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

18.8Nothing in these Terms limits or affects the exclusions and limitations set out in our https://www.tuningbill.com/terms.

18.9TuningBill Service Providers do not take any liability for part-payment, non-payment or delayed re-payment by the Borrowers to the Lenders.

18.10TuningBill Service Providers do not promise any specific return on investment.

18.11This next clause will survive termination of the Contract.

19.Termination:

19.1Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Agreement with immediate effect by giving written notice to you if any of the following events, each a Termination Event, occur:

a)you commit a material breach of any term of this Agreement and (if such a breach is remediable) fail to remedy that breach within 28 days of you being notified in writing to do so;

b)you fail to pay any amount due under the Agreement on, or before, the due date for payment;

c)you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

d)you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;

e)your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under this Agreement has been placed in jeopardy;

f)you are determined by us to have (or to have attempted to) hack into or otherwise interfere with or compromise our Platform or Website;

g)any representation, warranty or statement made, repeated or deemed made by you in, or pursuant to, this Agreement is (or proves to have been) incomplete, untrue, incorrect or misleading in any material respect when made, repeated or deemed made;

h)we have reason to believe you have committed or attempted to commit any act of fraud on or through the Platform;

i)any provision of this Agreement is or becomes, for any reason, invalid, unlawful, unenforceable, terminated, disputed or ceases to be effective or to have full force and effect; or

19.2At any time after a Termination Event has occurred (whether we have chosen to exercise our right to terminate this Agreement or not), we may do all or any of the following:

a)suspend your rights to participate in the Platform and/or cancel any of your Listings without releasing any of your obligations or liabilities to us or other Users;

b)require you to repay all the borrowing facilities you have availed on the Platform;

c)refuse requests for withdrawals from, or apply a hold to, your Wallet and retain any balance on your Wallet pending payment of any amount owed by you to us or any other User.

19.3As Seller, you agree that after a Termination Event occurs you will at your own expense, provide all assistance requested by us to enable us to collect any money owing in relation to a Loan:

a)except as otherwise provided, termination of your Agreement with us will not affect our respective rights or obligations in respect of:

i)any of your outstanding Loans;

ii)all transactions or events having their inception prior to the termination, including the continued running of all Fees, charges and expenses payable by you and our rights to set-off monies or combine accounts; and

iii)any Confidential Information.

19.4Users may terminate this Agreement by giving not less than 1 month’s written notice to TuningBill Service Providers.

19.5Either TuningBill Service Provider may terminate this Agreement by giving Users not less than 1 month’s written notice.

19.6Termination of the Agreement will not affect your or our rights and remedies that have accrued as at termination.

19.7You will remain responsible for any liabilities and services you contract or incur prior to the termination of this Agreement by.

19.8Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

20.Indemnity and Set-Off:

20.1You will indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

a)any breach of your obligations under this agreement or preserving or enforcing our rights, or the rights of other Users, under this agreement;

b)exercising any of our rights or dealing with disputes relating to a Loan;

c)the occurrence of a Termination Event;

d)your fraud or wilful misconduct;

e)your misuse of any technology in relation to the Platform and the Services;

f)your misuse of any Intellectual Property Rights licensed to you under this Agreement;

g)the transmission by you to us or our receipt of incorrect, incomplete or inaccurate information however caused;

h)accepting and/or acting upon any electronic message or other communication, information or instructions purporting to come from you even if that information or those instructions subsequently prove to have been incorrect or unauthorised by you (except to the extent that we have been grossly negligent and/or fraudulent);

21.Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

22.Communications between us

22.1When we refer to “in writing” in this Agreement, this includes email.

22.2Any notice or other communication given by one of us to the other under or in connection with the Agreement must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.

22.3A notice or other communication is deemed to have been received:

a)if delivered personally, on signature of a delivery receipt;

b)if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

c)if sent by email, at 9.00 am the next working day after transmission.

22.4In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

22.5The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

23.General

23.1Entire agreement. This Agreement is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Agreement.

23.2Language. This Agreement is made only in the English language.

23.3Your copy. You should retain a copy of this Agreement for your records.

23.4Assignment and transfer.

a)We may assign or transfer our rights and obligations under this Agreement to another entity but will always notify you in advance either by posting on the Platform or by email.

b)You may only assign or transfer your rights or your obligations under this Agreement if we agree in writing.

23.5Variation. We may vary this Agreement by giving you 15 days notice by email or by uploading the updated agreement to the Platform. If you do not wish to agree to the changes you have the right to immediately terminate the Agreement by giving us notice in writing. You will be deemed to have accepted the Changes either:

a)15 days after you have been sent notification of the changes; or

b)when you use the Platform to:

i)upload an Invoice for Loan;

ii)Borrow to pay an Invoice; or

iii)Lend to a Borrower.

23.6Notices. Any notice given to a User under or in connection with this Agreement must be in writing and delivered by post or email to you to the current address held in our records or by us posting a message to you on the Platform. Any notice you give to us must also be made in writing and sent to us by email to Customer Services. You may specify additional or different address information by sending the details in writing (including email) to us. Notices posted to the Platform will be deemed to have been received upon posting. Notices sent by email will be deemed to have been received one hour after sending. Notices sent by first class post, or another next day delivery service, will be deemed delivered on the second Business Day after posting.

23.7Waiver. If we do not insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

23.8Conflict. If there is any conflict between this Agreement and the Website User Terms and Conditions, this Agreement will prevail.

23.9Severance. Each paragraph of this Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

23.10Third party rights. The Agreement is between you and us. No other person has any rights to enforce any of its terms.

23.11Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.



Schedule 1 – Website Privacy and Terms of service

https://www.tuningbill.com/privacy

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