Terms of Business

1.0 Introduction

  1. Sentry Funding Limited (company number 08257351) whose registered office is 330 High Holborn, London WC1V 7QT (weus or our as appropriate) provides various services, more fully described in clause 2 below (each service referred as a Service in these terms and conditions, on and subject to the following terms and conditions which form the agreement in relation to all dealings between us and you. We refer these terms and conditions as the Agreement.
  2. Unless we notify you otherwise, our contact details are:-
    1. 330 High Holborn, London WC1V 7QT
    2. E: [email protected]
  3. Where you do not sign this Agreement in writing, your electronic acceptance of the terms and conditions of this Agreement and/or your use or continued use of our Services will be taken as your consent and intention to be legally bound by this Agreement.
  4. This Agreement shall supersede any previous agreement, arrangement or understanding, whether written or oral, between us as to the basis on which we provide services to you. Our Services are provided subject to any disclosures or disclaimers found in this Agreement or on our Platform.
  5. A current and definitive copy of these terms and conditions (as amended from time time) will be available to you on our Platform at all times.
  6. You undertake to notify us immediately of any changes to any information you have provided, or that you will provide, to us in connection with this Agreement and our Services.
  7. We may need to complete know your customer (KYC) checks and before you are entitled to use the Services or the Platform. We may refuse your application to use the Platform or our Services for any reason, and we are not obliged to provide you with any reason for doing so. We may obtain personal data from a third-party agent for the purposes of KYC and processing your application to use the Platform including the results of checks with credit reference and fraud prevention agencies (who may keep a record of the search) and other financial organisations.
  8. Certain words and expressions appearing in this Agreement have been given particular meanings. Where capitalised words are not defined in the relevant clause, the definitions set out in clause 19 (Definitions) shall apply.
  9. We will communicate with you in the English language and all dealings with or through us will be concluded in the English language.

2.0 Services

  1. There are a number of different Services we provide as follows:-
  2. Our Platform

    1. We provide the Platform through which you may provide certain information on behalf of your Underlying Client to solicit a Funder to provide Funding to your Underlying Client for a Case or Portfolio of Cases.
    2. The function of the Platform is simply to provide Client Information furnished by you to a range of potential Funders. We do not review, amend or alter Client Information or make any recommendation to any Funder as to whether to provide any Funding, or any recommendation to you or your Underlying Client as to whether the terms of any Funding are fair and/or appropriate or whether Funding may be obtained on more favourable terms.
    3. You may not and must not regard either the information or any opinion expressed on our Website or Platform as advice or an offer of Funding or for us to procure any Funding.
    4. If you or your Underlying Client are advised by a third party as to any action you should take or in relation to any Funding then we are not responsible for the provision of any such advice or the consequences arising from it.
  3. General
    1. We reserve the right to modify, suspend or discontinue, temporarily or permanently, all or any of our Services (in whole or in part) with or without notice. You agree that we will not be responsible or liable to you or to any third party (for whom you may be acting) for any modification, suspension or discontinuance of any of our Services.

3.0 Your account on the platform

  1. Where we have accepted you as a User you will have provided an email address as your user name and a password. While we use the term “Account”, you should note that this does not imply that any money will flow through your Account, it being a means only by which you may communicate with Funders to solicit Funding from them, Funders to communicate with you.
  2. We accept no responsibility for any unauthorised use of your Account and/or your password except as a result of our gross negligence, our wilful default, or our fraud. You must keep your password secure and confidential. You acknowledge and agree that we can rely on your username/account number and password to identify you and that you will not disclose these details to any person who is not duly authorised to act on your behalf. You are responsible for all activity under your login and password. At no time will our employees ask you for your password, and under no circumstances should you divulge it. If you become aware or suspect that your password has been unlawfully obtained by a third party, you must inform us immediately.
  3. In addition to your user name and password we may use multi factor authentication techniques. It is a condition of the use of any of our Services that you provide us with such information as we may reasonably request for the purpose of implementing or maintaining multi factor authentication.

4.0 Consent to electronic communication

  1. You consent to communications being made via electronic media. If you no longer wish to communicate via electronic media, you must notify us and revoke this consent in writing. If you do not wish to communicate via electronic media at all, you must inform us of your wishes when applying to open an Account. Communications sent by electronic media shall be treated as satisfying any legal requirement that a communication should be signed and in writing, to the extent permitted by Applicable Regulations.

5.0 Fees and charges

  1. We do not make any charge to you for use of our Platform. We are remunerated by Funders.
  2. You acknowledge and agree that we may make or receive a fee, commission or non-monetary benefit to or from any other person in connection with our service to you.

6.0 Platform operation

  1. There are inherent risks in using electronic communications such that the systems may fail, or they may not be secure and communications may be intercepted by unauthorised parties or may not reach their intended destination or may do so much later than intended for reasons outside our control.
  2. We will use commercially reasonable efforts to ensure that our Platform can be accessed by you for use in accordance with this Agreement, subject to us giving no undertaking, representation, or warranty that the Platform will be available or accessible to you at all times.
  3. We may, at our discretion, suspend use of the Platform with or without notice for any reason, including but not limited to carrying out routine maintenance, repair, or development. We will not be liable if access to the Platform is prevented or interrupted or otherwise unavailable due to a Force Majeure Event and/or because of any suspension pursuant to this Agreement, except as a result of our wilful default, fraud or negligence. We give no warranty regarding the whole or any part of our Platform, Website or any systems or network links or any other means of communication or their suitability for any equipment and device used by you for any particular purpose, except as a result of our wilful default, fraud or negligence. We will have no liability to you in relation to any loss or consequential or otherwise, cost or damage that you suffer as a result of any delay or defect in or failure of the whole or any part of our Platform, Website or any systems or network links or any other means of communication. We will have no liability to you, whether in contract or in tort (including negligence) if any computer viruses, worms, software bombs or similar items are introduced into your computer hardware or software via websites, if we have taken reasonable steps to prevent any such introduction.
  4. You are responsible for ensuring that your information technology system is compatible with ours.
  5. We reserve the right, unilaterally and with immediate effect (at any time, with or without cause or prior notice), to limit your use of the Platform, to change the nature, composition or availability of the Platform, or to suspend your Account. In the absence of wilful misconduct or fraud by us we will not be liable to you for any Losses, claim, demand or expense incurred to you in connection with us exercising our rights under this clause 6.5.

7.0 Use of our platform

  1. You may only provide Client Information via the Platform and we do not accept Client Information through any other medium. If you do provide us with Client Information through any medium other than the Platform we will not act on it and will not be responsible to you or your Underlying Client for any Losses which may then arise.

8.0 Representations and warranties

  1. In consideration of us allowing you to use the Platform for the provision of Client Information, you represent and warrant to us that:
    1. If you are an individual, you are at least 18 years of age and have the legal capacity to enter into a legally binding agreement with us;
  2. you are duly incorporated and validly existing under the laws of the country of your incorporation and that the persons authorised to open and operate an Account and/or otherwise use the Platform have the authority of the User to do so;
  3. no person other than the User or persons authorised to act on its behalf, each such person being a partner, member or employee of the User, has or will have access to your Account;
  4. you have been authorised by your Underlying Client to provide the Client Information to the extent and in the form furnished to the Platform;
  5. save as otherwise disclosed to us in writing, no application for Funding of any Case has been made through any other medium to any other person and no Case has been otherwise Funded by any Funder or lender or other person who retains any form of interest in any Case or is the beneficiary or entitled to any part of the proceeds of any ATE Insurance;
  6. the Client Information is, to the best of your knowledge, complete and accurate and does not make any omission of information which would be material to a Funder when considering whether or not to make an offer of Funding;
  7. any opinion as to the merits of a Case furnished in support of any application for Funding has been given in good faith and there is no information of which you have become aware since the date of any such opinion which would, or would be likely to, cause the author of the opinion to revise that opinion;
  8. this Agreement and your obligations created under it are binding upon you and enforceable against you in accordance with their terms and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound;
  9. you have all authority, powers, consents, licences and authorisations required by you to enter into this Agreement, to perform your obligations under this Agreement, to act for your Underlying Client in respect of the relevant Case and to receive Services from us; and
  10. the information disclosed to us on opening your Account is true, accurate and complete in all material respects.

9.0 Covenants

  1. You covenant to us that:
    1. you will at all times obtain and comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licences and authorisations necessary for you to comply with your obligations under this Agreement and to act for your Underlying Client in respect of the relevant Case;
  2. you are willing and able, upon request, to provide us with information in respect of your financial position, domicile or other matters;
  3. you will promptly notify us in writing of the occurrence of any bankruptcy or Insolvency Event or anything similar;
  4. you will comply with all Applicable Regulations in relation to this Agreement; and
  5. upon demand, you will provide us with such information as we may reasonably require to evidence the matters referred to in this clause.

10.0 Confidentiality and data protection

  1. Our Privacy Policy applies to Personal Data which we collect and hold in respect of you and you should refer to the Privacy Policy on our Website for details of that.

11.0 Audit

  1. Subject to confidentiality and all applicable data protection laws, we, on behalf of and at the instruction of a Funder, together with or through professional advisers and agents we and/or the Funder may instruct shall be entitled once in every calendar month from the date of this Agreement, to carry out an audit of each Case (Audit) which shall consist of inspecting and/or auditing any and all of your books, records and information relevant to any Case funded by that Funder and which may be relevant to an assessment of your compliance with your obligations or applicable laws relevant to your duties under this Agreement or your Underlying Client’s duties under any LFA, whether stored on paper or electronically and subject to reasonable security requirements, having access to any business premises, systems (including case management systems), and your personnel in order to assess whether you and your Underlying Client are complying with its obligations under this Agreement or any LFA (as applicable).
  2. In relation to each Audit, you shall provide such assistance as we or a Funder may reasonably request. You shall ensure that each Relevant Agreement entered into by you with your Underlying Client in relation to the relevant Case permits Audits by us and the Funder in accordance with this clause 11.
  3. We and each Funder shall be granted access to your premises during normal business hours and/or remote access at any time to your case management system or similar to allow audit reviews to be completed off-site, where required and in accordance with applicable data protection laws.
  4. You undertake to provide all information to us (which we may transmit to the relevant Funder without any further consent from you). This will include information requested pre- or post Audit and will be sent in a timely manner, but in no more than five working days from the date of request.

12.0 Force manjeure event

  1. If we are prevented, hindered or delayed from performing any of our obligations under this Agreement by a Force Majeure Event, then our obligations under this Agreement will be suspended for so long as the Force Majeure Event continues and to the extent that we are so prevented, hindered or delayed. We will not be deemed to be in breach of this Agreement or otherwise be liable to you by reason of any delay or failure in performance of any of the obligations under this Agreement to the extent that the delay or failure is caused by a Force Majeure Event, and time for performance will be extended accordingly.
  2. A Force Majeure Event means acts of God, war, hostilities, riot, fire, explosion, accident, pandemic, flood, sabotage, power supply interruption, failure of communications equipment, lock-out or injunction, compliance with governmental laws (domestic or foreign), regulations or orders or breakage or failure of machinery.

13.0 Termination

  1. If any Event of Default occurs, we may immediately take all or any of the following actions:
    1. suspend your Account and refuse to pass any Client Information to a Funder or an Insurer;
    2. suspend or terminate the provision of any Service (including your access to our Platform) to you; and/or
    3. terminate this Agreement.
  2. Without limiting any right to terminate this Agreement at any time, we may suspend or close all of your Account in the following circumstances:
    1. any information supplied by you during your application process to use the Platform or at any other time is found or believed to be misleading or false;
    2. any Client Information supplied by you or your Underlying Client is found or believed to be misleading or false;
    3. we have not received within ten (10) calendar days of a written request all information which we reasonably require in connection with this Agreement;
    4. we have a reason to believe that there has been a breach in your Account security or that there is a threat to your Account security;
    5. where any regulatory body has imposed any sanction upon you or any partner, member or employee of yours where we, acting reasonably, believe that to continue to deal with you would be contrary to our commercial interests;
    6. we are in an ongoing dispute with you and decide that we are unable to continue to provide Services to you; or
    7. you are abusive to our staff.
  3. Upon giving you notice of our intention to close your Account(s) pursuant to clause
  4. above, you will not be permitted to provide any Client Information to the Platform.
  5. You may terminate this Agreement at any time, by notice in writing to us. We may terminate the provision of our services to you upon notice in writing to you at any time by giving you not less than 30 days’ notice in writing of such termination. Termination shall be without prejudice to any accrued or outstanding rights and obligations of either you or us.
  6. Termination will not affect your or our accrued rights, indemnities, existing commitments or any other contractual provision intended to survive termination of this Agreement.

14.0 Indemnity and liability

  1. Nothing in this Agreement shall limit or exclude our liability to you in respect of:
    1. your death or personal injury caused by our negligence; or
    2. Loss caused by fraud or fraudulent misrepresentation.
  2. Save as provided in clause 14.1, we have no liability to you for any Losses, costs, damages, liabilities or expenses suffered relating to this Agreement or any activities undertaken by you using the Services, except where caused directly by the wilful default, fraud or breach of this Agreement by us or our employees, agents or sub-contractors.
  3. Unless prohibited from excluding liability by law, we will not be liable to you for incidental, special, punitive or consequential damages caused by any act or omission of ours under this Agreement. This limitation will include claims relating to loss of business, loss of profits, loss of opportunity, failure to avoid loss, loss of goodwill or reputation or the corruption or loss of data.
  4. Without prejudice to any other limitation of our liability contained elsewhere in this Agreement, the maximum amount of our liability in respect of any Loss that you may suffer in relation to this Agreement will be £50,000 in the aggregate.
  5. You will be responsible to Sentry Funding Limited, its principals, officers, directors, employees, agents, successor and/or assignees, for all Losses, claims, proceedings and expenses (including but not limited to legal expenses and experts’ fees) arising (whether directly or indirectly) out of or in connection with (i) any failure by you to perform any of your obligations under this Agreement, (ii) any false information or declaration made to us or to any third party, or (iii) any act or omission or fraud by you or an Authorised Person or by any person obtaining access to your Account by using your user name or password, whether or not you authorised such access.

15.0 Amendments, waivers and rights

  1. We may, from time to time, amend or vary these terms for the following reasons:
    1. to comply with or reflect a change of Applicable Regulations;
    2. to make them clearer, more favourable to you or to correct a mistake or oversight (provided that any correction would not be detrimental to your rights);
    3. to provide for the introduction of new, or the amendment of existing systems, Services, procedures, processes, changes in technology and products (provided that any change would not be detrimental to your rights); or
    4. to remove an existing service, provided that we have given you notice of its removal in accordance with clause 16 (Notices).
  2. We will notify you of any proposed change to the terms by sending you a written copy of the proposed changes at least ten (10) business days prior to the changes coming into effect unless such amendment or variation is required sooner as a result of a change of Applicable Regulation.
  3. If you wish to terminate this Agreement as a result of changes we propose to make to these terms, you may do so in accordance with clause 11.1 (Termination) by sending written notice to us within the period set out in the amendment notice after which the changes will become effective.
  4. If you do object to the amendment or variation, the amendment or variation will not be binding on you, but your Account will be suspended.
  5. Any amendment or variation will supersede any previous agreement between us on the same subject matter.
  6. No delay in the exercise or non-exercise by either party of any right, power or remedy provided by law or under or in connection with this Agreement will impair such right, power or remedy or operate as a waiver or release of that right. Any waiver or release must be specifically granted in writing, signed by the party granting it.
  7. The rights and remedies of each party under this Agreement are cumulative and not exclusive of any rights or remedies of that party under the general law. Each party may exercise each of its rights as often as it thinks necessary.

16.0 Notices

  1. We will generally communicate with you via email or through the Platform but, if it is more appropriate to do so, we will communicate with you by letter, telephone, social media, or SMS. We will communicate with you in writing where this Agreement requires us to. You agree and consent to us communicating with you in this manner.
  2. If you are required to communicate with us in writing by this Agreement, please contact us at [email protected], via a message through the Platform or by sending us a letter.
  3. All communications between you and us will be in English.
  4. It is your responsibility to keep your contact details up to date and notify us immediately of any changes in writing.
  5. You acknowledge and agree that any communication transmitted by you or on your behalf is made at your risk and you authorise us to rely and act on, and treat as fully authorised and binding upon you, any communication (whether or not in writing) that we reasonably believe to have been made or transmitted by you or on your behalf by any agent or intermediary whom we reasonably believe to have been duly authorised by you.
  6. Subject to Applicable Regulations, any communications between us using electronic signatures will be binding to the same extent as if they were in writing. By agreeing to these terms and conditions you give your consent to the receipt of communications by electronic means, notwithstanding that certain communications would otherwise be required to be made using a durable medium under Applicable Regulations. If you no longer wish to communicate in this way, you must revoke your consent in writing.
  7. You hereby agree and consent to all telephone communications made by or to you or on behalf of you with us being recorded. These recordings will be our sole property and may be used for training purposes, to confirm instructions, as evidence in the event of a dispute or as may be required.
  8. You agree and consent to the receipt of documents in electronic form via email, our Website, the Platform or other electronic means.

17.0 Complaints

  1. If you have any complaint about our performance under this Agreement, you should direct that complaint to our client services department or to our compliance officer, who will investigate the nature of the complaint to try to resolve it. Details of our internal complaints policy are available by following this link: Complaints Policy.

18.0 General

  1. The provision of our services to you is subject to all applicable laws, regulations and other provisions or market practices to which we are subject. If any conflict arises between this Agreement and any Applicable Regulations, the Applicable Regulations shall prevail. We are not required to do anything or refrain from doing anything which would infringe any Applicable Regulations and may do whatever we consider necessary to comply with them.
  2. Outstanding rights and obligations and transactions shall survive the termination of this Agreement, and shall continue to be governed by its provisions. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
  3. Any failure by us (whether continued or not) to insist upon your compliance with any provision of this Agreement shall not constitute nor be deemed to constitute a waiver by us of any of our rights or remedies. The rights and remedies conferred upon us under this Agreement shall be cumulative and the exercise or waiver of any part thereof shall not preclude or inhibit the exercise of any other additional rights and remedies.
  4. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement or to any agreement or document entered into pursuant to this Agreement and only the parties with explicit rights or obligations pursuant to this Agreement may enforce any term of and benefit from this Agreement.
  5. Headings are included for convenience only and will not affect the interpretation or construction of this Agreement.

19.0 Definitions and interpretation

  1. Unless the context requires otherwise, any reference to:
    1. a clause, sub-clause, paragraph or term is a reference to a clause, sub-clause, paragraph or term of this Agreement;
    2. a party or the parties, is to a party or to the parties (as the case may be) to this Agreement;
    3. a statute or statutory provision includes any consolidation or re-enactment, modification or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time and includes all instruments or orders made under such enactment;
    4. a person includes a firm, corporation and unincorporated associations, trust, government, state or agency of state, or any association or partnership or joint venture (whether or not having a separate legal personality);
    5. a time of day is to the time in London, United Kingdom unless specified otherwise; and
    6. a document is a reference to that document as varied, supplemented or replaced from time to time.
  2. Any words following the terms including, include, example, in particular 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.
  3. General words will not be given a restrictive interpretation by reason of this being preceded or followed by words indicating a particular class of acts, matters or things.
  4. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
  5. The following words and expressions shall have, unless otherwise specified, the following meanings:
    1. Agreement is defined in clause 1.1.
    2. Applicable Regulations means all other applicable laws, rules and regulations as in force from time to time, as applicable to this Agreement and the Services.
    3. ATE Insurance means after the event insurance covering the legal costs and expenses of litigation.
    4. Business Day means a day (not being a Saturday or Sunday) when banks are open in London for the transaction of general banking business.
    5. Case means the legal action described in the Client Information and brought or to be brought by your Underlying Client.
    6. Client Information means information relating to your Underlying Client which you provide via the Platform to Funders and Insurers with a view to soliciting Funding for a Case and/or ATE Insurance.
    7. Event of Default means
      1. an Insolvency Event occurs in relation to you;
      2. you are an individual and you die or become of unsound mind;
      3. you act in breach of any of your obligations under this Agreement;
      4. any representation or warranty made by you under this Agreement and/or any information provided to us in connection with this Agreement is or becomes untrue or misleading;
      5. any amount due to us is not paid in accordance with this Agreement; or
      6. at any time and for any periods deemed reasonable by us where you are not contactable, or you do not respond to any notice or correspondence from us.
    8. Force Majeure Event is defined in clause 12.2.
    9. Funder means a person who receives Client Information from the Platform with a view to considering making an offer of Funding.
    10. Funding means the provision of investment, in whatever form, to you or your Underlying Client to finance a Case.
    11. Insolvency Event means, in relation to a party:
      1. its making a general assignment for the benefit of, or entering into an arrangement or composition with, creditors; or
      2. its stating in writing that it is unable to pay its debts as they become due; or
      3. its seeking, consenting to or acquiescing to the appointment of any trustee or analogous officer of it or any material part of its property; or
      4. the presentation or filing of a petition in respect of it in any court or before any agency alleging or for the bankruptcy or insolvency of such party (or any analogous proceeding) or seeking any arrangement, composition, readjustment or similar relief under any present or future statute, law or regulation, such petition not having been stayed or dismissed within thirty (30) days of its filing (except in the case of a petition for winding- up or any analogous proceeding in respect of which no such thirty (30) day period shall apply); or
      5. the convening of any meeting of its creditors for the purpose of considering a voluntary arrangement.
    12. Insurer means a person who receives Client Information from the Platform with a view to incepting ATE Insurance, whether underwritten by that person or not.
    13. LFA means a formal written agreement under which a Funder makes Funding available for a Case.
    14. Losses in respect of any matter, event or circumstance includes all demands, claims, actions, proceedings, damages, payments, losses, costs, expenses, or other liabilities, and any consequential, indirect or special loss, including, but not limited to loss of business, loss related to reputational damage, loss of revenue, loss of anticipated savings and loss of opportunity.
    15. Platform means the electronic platform we provide for you to furnish Client Information to Funders and Insurers for the purpose of procuring Funding for a Case or ATE Insurance (as appropriate).
    16. Privacy Policy means the privacy statement posted on our Website as amended from time to time.
    17. Relevant Agreement means a formal retainer between you and your Underlying Client for the provision by you of legal services to that Underlying Client in relation to the Case.
    18. Services mean the services offered by us to you as specified on our Website and governed by this Agreement.
    19. Underlying Client means a person who retains you in relation to a prospective Case.
    20. User means the legal entity accepted as a user of the Platform.
    21. Website means any website which we use to provide you with the Services or give you access to any of our Services or other information.

20.0 Governing Law

  1. This Agreement is governed by and shall be construed in accordance with the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the English courts to settle any suit, action or other proceedings relating to this Agreement (Proceedings). Nothing in this Agreement shall prevent us from bringing Proceedings against you in any jurisdiction.
  2. Each party irrevocably agrees to waive any objection which it may have at any time to the laying of venue of any proceedings brought in the English courts and agrees not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.

UK.80984499.04 Sentry 310523