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Terms Of Service

These Terms of Service set out the terms and conditions upon which you may use the Tranch platform available at https://tranch.com/.

Once set up with an account on Tranch, our Customers can use it to arrange Advances to fund large business expenses.

Please read these Terms of Service carefully and make sure you understand and agree to them before using Tranch. By signing up to or using Tranch, you agree to and accept these Terms of Service.

By signing up on behalf of a company, you acknowledge and agree that you have the authority of such company to do so.

If you have any questions relating to these Terms of Service, please contact us at [email protected].

In addition to these Terms of Service, there are other terms which will apply to your use of Tranch. For example, the terms of the Finance Agreement will apply to the Advances that you arrange on Tranch. Any such additional terms will be provided to you either during the application process on Tranch or otherwise on our Website.

You attention is particularly drawn to clauses 12 (Suspension and Termination), 14 (Liability) and 17 (Our Right to Vary these Terms of Service).

Your attention is also drawn to our privacy policy, which tells you how we use any personal information such as the Account registration data.

    1. Tranch is provided by Zero Degrees Holding Company Limited a company registered in England and Wales with company number 13602027 with its registered office at Unity, Longbow House, 20 Chiswell Street, London, EC1Y 4TW (“we”, “our”, “Company” ). Our VAT registration number is 393318186.
    2. Zero Degrees Holding Company Limited is registered with the FCA (Reference No. 965124) under Anti-Money Laundering and Counter-Terrorism Financing supervision.
    1. In these Terms of Service, save where the context requires otherwise:

      “Account” means the Customer’s account on Tranch;

      "Advance" an advance from the Company to the Customer for payment of an Invoice;

      "Customer" means the company identified as the customer in the Account;

      "Confidential Information" means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;

      "Feedback" has the meaning set out in clause 8.2;

      "Finance Agreement" means an agreement between Tranch and the Customer for an Advance concluded on Tranch;

      "Invoice" means an invoice issued by a third party to the Customer for goods and/or services supplied or to be supplied by such third party, and that is yet to be settled by the Customer;

      "Percentage Fee" our fee for providing the Advance, which will be a percentage of the Advance and will be added to the amount of the Advance when it is made;

      "Platform Data" means data that results from the Company’s observation, analysis or other processing of any content or data processed or generated as a result of the Customer’s use of Tranch, and that is anonymised (to exclude any personal data) and may be aggregated with other data of the Company or its customers, or suppliers;

      "Terms of Service" means these terms and conditions of service as amended from time to time;

      "Tranch" means our platform for providing Advances to Customers to fund large business expenses, which is provided from the Website;

      "User" means any person authorised by the Customer to access Tranch on behalf of the Customer;

      "Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and

      "Website" means https://tranch.com and any subdomains.
    2. In these Terms of Service:
      1. references to “writing” or cognate expressions includes a reference to email or comparable means of non-verbal communication;
      2. words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa, words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part thereof; and
      3. any 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.
    1. To access and use Tranch, a customer must first register and create an Account.
    2. A Customer can only register an Account if:
      1. acting for purposes relating to their trade, business, craft or profession; and
      2. a limited company incorporated in England & Wales or Scotland.
    3. We will not open an Account if a customer fails to accept these Terms of Service or provide us with any of the information we have requested, or if there is any other reason that we reasonably consider means that the customer is not suitable for an Account with us.
    4. When registering with us, the Customer must provide true and accurate information.
    5. In relation to Users, the Customer shall ensure that each User keeps secure and confidential any username provided to or created by them for the User’s use of Tranch and shall not disclose such username and password to any third party.
    6. Tranch uses password-less authentication for access to its platform. If the Customer has any concerns about the login details for its Account or thinks they have been misused, please contact Tranch at [email protected] .
    7. The Customer is solely responsible for:
      1. managing access to Tranch by its Users including granting and revoking access in accordance with its business and operational requirements from time to time; and
      2. for any activities that occur under its Account including the activities of Users.
    8. Notwithstanding clause 3.7, we may disable access to Tranch, at any time and at Tranch’s sole discretion including in a situation where a User or the Customer has failed to comply with any of the provisions of these Terms of Service or as is reasonably necessary for security reasons or to prevent any unauthorised access to, or use of, Tranch.
    1. When the Account is open, the Customer can use Tranch to apply for Advances from us to settle its Invoices.
    2. As part of the application process, we will request certain information about the Customer, its directors and beneficial owners, so that we can verify their identity and comply with our customer due diligence requirements. We use third parties to verify the information the Customer provides.
    3. If the Customer provides false or misleading information when applying for an Advance, we may reject its application and/or suspend or terminate the Account.
    4. We will carry out an initial credit check to determine the Customer’s eligibility for an Advance. We use credit reference agencies for this purpose. By entering into these Terms of Service, the Customer acknowledges and agrees to such searches being performed in relation to itself and its directors.
    5. We also use open banking data to help us to regularly assess the Customer’s financial situation and to review and determine its eligibility for an Advance and credit limits. Our open banking provider will request the Customer’s permission, as part of the application process, to access its bank account(s) as part of open banking. If the Customer does not give us permission to access its bank account(s) via open banking when requested, we cannot proceed with the application.
    6. The Customer acknowledges and agrees that:
      1. no Advance will be made unless and until the Company has determined in its sole discretion that the Customer, the Customer’s directors and the Invoice comply with all of the Company’s internal checks, policies and procedures and all credit checks, electronic identity verifications and anti-money laundering procedures have been followed;
      2. no Advance will be made and any offer to provide the Advance shall not be binding unless and until a Finance Agreement for such Advance has been signed on behalf of the Company and the Customer;
      3. nce the Finance Agreement has been concluded, we will pay the Advance directly to the supplier named on the Invoice on the Customer’s behalf, using the supplier payment details provided by the Customer, and the Customer hereby appoints the Company as its agent to make such payment on its behalf; and
      4. we will not provide the Customer with an Advance if at any time during the application process:
        1. it fails to provide us with any of the information we have requested;
        2. it has failed our due diligence checks, for example, as a result of anti-money laundering issues;
        3. it does not meet our financial eligibility requirements;
        4. it refuses to give permission to access its bank account(s) using open banking when requested; or
        5. there is any other reason that we reasonably consider means that the Customer is not suitable for an Advance at the time of applying.
    1. The Customer must pay us the Percentage Fee for any Advance that we make in accordance with the terms of the Finance Agreement.
    1. We need to collect certain personal information about the Customer’s directors and owners in order to provide the Customer with the services we make available through Tranch. We also process personal data of Users in relation to their use of Tranch.
    2. We take privacy seriously and are committed to ensuring their information is handled appropriately. Please read our Privacy Policy at https://tranch.com/privacy-policy to understand how we collect, use and store information about Users and the Customer’s directors and owners.
    1. The Customer:
      1. must comply with all applicable laws and regulations with respect to its use of Tranch;
      2. must use and ensure its Users use Tranch in accordance with these Terms of Service;
      3. must ensure the Users follow any security protocols and policies implemented and specified by Tranch from time to time when accessing and using Tranch;
      4. must not use Tranch by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from Tranch for use within a third-party website or application;
      5. collect or harvest any information or data from our systems or attempt to decipher any transmission to or from the servers running Tranch;
      6. must ensure that its network and systems, including its internet browser, comply with any relevant specifications provided by us from time to time in order to access and use Tranch via the Website;
      7. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use Tranch; and
      8. must take reasonable measures to safeguard Tranch against the introduction of any Virus or security threat as a result of the Customer’s use of Tranch.
    2. The Customer will not:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Tranch in any form or media or by any means save that nothing in this clause will restrict the Customer from accessing, using and downloading their Advance information as permitted by the functionality of Tranch;
      2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Tranch;
      3. attempt to gain unauthorised access to Tranch, the server on which Tranch is stored or any server, computer or database connected to Tranch; or
      4. attack Tranch via a denial-of-service attack or a distributed denial-of service attack or any such attacks of similar nature.
    3. By breaching clause 7.2.3 or 7.2.4, the Customer may commit a criminal offence under the Computer Misuse Act 1990. We may report any such breach to the relevant law enforcement authorities and co-operate with those authorities by disclosing the Customer’s identity to them. In the event of such a breach, the Customer’s right to use Tranch will cease immediately.
    4. The Customer agrees that failure to comply with this clause 7 constitutes a material breach of these Terms of Service, giving us the right to temporarily or permanently suspend or terminate access to Tranch with or without any notice.
    1. The Company is the owner of or the licensee of all intellectual property rights in Tranch. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.
    2. We grant the Customer a non-exclusive, non-transferable, personal, revocable and non-sub-licensable licence to permit Users to use Tranch as permitted by the functionality of Tranch from time to time.
    3. We may use any feedback and suggestions for improvement relating to Tranch provided by the Customer without charge or limitation (“Feedback” ).
    4. The Customer hereby assigns (or shall procure the assignment of) all intellectual property rights in the Feedback with full title guarantee (including by way of present assignment of future intellectual property rights) to the Company at the time such Feedback is first provided to the Company.
    5. The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any Feedback, to object to derogatory treatment of that Feedback and all other moral rights in the intellectual property rights assigned to the Company under these Terms of Service.
    1. The Customer acknowledges and agrees that we may monitor the Customer’s use of Tranch to ensure quality, improve Tranch, and verify the Customer’s compliance with these Terms of Service.
    2. All rights in and to Platform Data shall be and remain our property and we may use Platform Data for any purpose, including to improve or modify Tranch.
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms of Service. A party’s Confidential Information shall not be deemed to include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party’s lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      4. is independently developed by the receiving party without referencing the information disclosed by the disclosing party, which independent development can be shown by written evidence; or
      5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform these Terms of Service including disclosing Confidential Information to third parties as necessary in connection with any credit and due diligence checks.
    3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by it or its employees or agents in violation of these Terms of Service.
    4. Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction or alteration of Confidential Information.
    1. The Customer acknowledges that support and availability is provided on an “AS IS” and “AS AVAILABLE” basis.
    2. We do not provide any support services in relation to the operation of Tranch but we will, at our discretion, endeavour to answer any queries made by the Customer by contacting [email protected].
    3. The Customer acknowledges that the availability of Tranch is dependent on access to various third party services and the Customer agrees that Tranch is not responsible for the non-availability or interruption to Tranch caused by any non-availability or malfunctioning of any such third party services.

      Termination by Customer
    1. The Customer may cancel its agreement to these Terms of Service by cancelling its Account. Please note that if the Customer is a party to a Finance Agreement, the Customer will not be able to cancel its Account until the Advance is repaid in accordance with the terms of the Finance Agreement.
    2. The Customer can cancel its Account by contacting us at [email protected].

    3. Termination by Company
    4. Tranch may terminate these Terms of Service by notice with immediate effect, or such notice as Tranch may elect to give, if the Customer:
      1. is in breach of any Finance Agreement or these Terms of Service;
      2. is in breach of any applicable law; or
      3. infringes our intellectual property rights.
    5. On termination of these Terms of Service for any reason, all licences granted under these Terms of Service shall immediately terminate and the Customer’s right to access and use Tranch will end.
    6. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
    1. Tranch is provided on an “AS IS” and “AS AVAILABLE” basis and the Company gives no representations, warranties, conditions or other terms of any kind in respect of Tranch, whether express or implied, including warranties of satisfactory quality, availability, merchantability, fitness for a particular purpose or non-infringement.
    2. Except as expressly and specifically provided for in these Terms of Service:
      1. all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms of Service;
      2. the Customer recognises that we are always innovating and finding ways to improve Tranch with new features. Therefore, the Customer agrees that Tranch may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of Tranch;
      3. access to and use of Tranch is at the Customer’s own risk and we do not warrant that the use of Tranch or any material downloaded from it will not cause damage to any property, or otherwise minimise or eliminate the inherent risks of the internet;
      4. we accept no liability in respect of losses or damages arising out of changes made to the content of Tranch by unauthorised third parties;
      5. the content of Tranch does not purport to provide any financial, investment or professional advice and nothing on the pages of Tranch shall be deemed to constitute the offer or provision of financial, investment or other professional advice in any way. In particular, the Customer should obtain advice from a qualified financial adviser before making any investment decision; and
      6. We do not guarantee that Tranch will be secure or free from Viruses and the Customer should use its own Virus protection software.
    1. Nothing in these Terms of Service excludes or limits Tranch’s liability for death or personal injury caused by Tranch’s negligence or for fraud or fraudulent misrepresentation.
    2. Subject to clause 14.1 and, as Tranch is used entirely at the option of the Customer on an “AS IS” basis, the Company shall not have any liability to the Customer whether arising in contract, tort (including negligence or breach of statutory duty); or pursuant to any errors or omissions or loss of data in Tranch; or for any indirect, incidental, consequential, special, punitive losses or damages; or misrepresentation, restitution or otherwise in connection with the performance or contemplated performance of these Terms of Service.
    3. The Customer shall indemnify and defend the Company, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising on account of the Customer’s use of Tranch (except to the extent caused by our negligence).
    4. Nothing in these Terms of Service is intended to limit or exclude Tranch’s liability to the Customer under a Finance Agreement.
    1. Applicable laws may require that some of the information or communications we send to the Customer should be in writing. When using Tranch, the Customer accepts that communication with us will be mainly electronic.
    2. We will contact the Customer by e-mail or provide the Customer with information by posting notices on Tranch.
    3. For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information and other communications that we provide to the Customer electronically comply with any legal requirement that such communications be in writing.
    1. All notices given by the Customer to us must be given to us at [email protected]. We may give notice to the Customer by posting the notice on Tranch. Notice will be deemed received and properly served immediately when posted on Tranch.
    2. The Customer may not transfer, assign, charge or otherwise deal in these Terms of Service, or any of the Customer’s rights or obligations arising under these Terms of Service, without our prior written consent.
    3. Subject to clause 4.6.3, no agency, partnership or joint venture is created as a result of these Terms of Service. The Customer does not have any authority of any kind to bind the Company in any respect whatsoever.
    4. No party shall be liable to the other for any delay or non-performance of its obligations under these Terms of Service arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, internet failure, epidemic or pandemic, act of God, governmental act, war, fire, flood, explosion or civil commotion.
    5. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
    6. If any provision of these Terms of Service is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
    7. A person who is not party to these Terms of Service shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
    8. These Terms of Service, together with any other additional terms that are provided to you either during the application process on Tranch or otherwise on our Website represent the entire agreement between us and the Customer for the use of Tranch. Accordingly, all other conditions, representations and warranties which would otherwise be implied (by law or otherwise) shall not form part of our agreement.
    9. Each party acknowledges that in entering into these Terms of Service it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms of Service.
    1. No changes to these Terms of Service are valid or have any effect unless agreed by us in writing or made in accordance with this clause 17.
    2. We may revise and amend these Terms of Service from time to time to reflect changes to Tranch or our business. The most current Terms of Service will be at https://tranch.com/terms It is the Customer’s responsibility to check these Terms of Service from time to time to verify such variations.
    3. The Customer will be subject to the Terms of Service in force at the time that it makes use of Tranch, or if we notify the Customer of changes to these Terms of Service and it continues to use Tranch following notification, the Customer will be subject to those updated Terms of Service.
    1. These Terms of Service shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English court.
    1. If you have any comments or issues concerning Tranch you can notify us at [email protected].

  20. Terms of Service last updated 24 March 2022.

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