TERMS AND CONDITIONS
Platform Membership Terms and Conditions
This platform, and any services provided in relation to it, are targeted to, and intended for use by, limited companies (whether public or private) incorporated in the United Kingdom only. By continuing to access, view or make use of this platform, you hereby warrant and represent to us that you are accessing this platform on behalf of a limited company located in the United Kingdom. If you are not accessing this platform on behalf of a limited company located in the United Kingdom, you must immediately discontinue use of this platform, and any related content and services.
1. About us
Company Details. ImployApp Limited trading as Playter (We and Us) registered in England and Wales under company number 11376064 whose registered office is at Fox Court, 14 Gray’s Inn Road, London, WC1X 8HN. Together with you each is a Party, both are Parties.
2. Our contract with you
Our contract. These terms and conditions (Terms) will apply to your use of our online Playter platform, hosted at app.playter.co (Platform), the order by you and supply of Services by us in addition to the Borrower/Merchant Schedule, and the Credit Agreement, as the case may be with the later taking precedence in the event of a conflict (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Entire agreement. The Contract 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 the Contract.
Business representative. In the process of using the Platform or Services you may appoint a business representative to act on your behalf (Representative). You and any representative of yours individually affirm to us that:
your Representative is authorised to provide information on your behalf and to bind you to in any agreements required as a part of the use of the Platform; and
your Representative is an executive officer, director, senior manager or otherwise has significant responsibility for the control, management or direction of your business.
We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.
3. Placing an order and its acceptance
Placing your order. Please follow the onscreen prompts to register and place your order. Each order is an offer by you to buy the services specified in the order or in the credit agreement as the case may be (Services) subject to these Terms.
Correcting input errors. Our process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
Acknowledging receipt of your order. After you place your order, you will receive an on-screen confirmation and an email from us (Order Confirmation) and at which point and on which date (Start Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email as soon as possible. If you have already paid for the Services, we will refund you the full amount.
4. Our services
Compliance with specification. Subject to our right to amend the specification (see 4.2) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
Changes to order. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.We warrant to you that the Services will be provided using reasonable care and skill.
Credit application. Each application for Credit via our Platform shall be assessed individually. We may withdraw your ability to obtain Credit, should you at any time fail to pass our Affordability Checks (including but not limited to circumstances where your financial performance deteriorates). Should your affordability subsequently improve, we may (at our sole and absolute discretion) reinstate your ability to apply for Credit. We may also refuse to grant you Credit where you require Credit for categories of funding for which we do not offer Credit.
5. Your obligations
It is your responsibility to ensure that:
the terms of your order are complete and accurate;
you cooperate with us in all matters relating to the Services;
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;
you obtain and maintain all necessary licences, permissions and consents which may be required for the Services;
you provide us with any accounting data or open banking data requested by us from time to time;
you comply with all applicable laws.
If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 5.1 (Your Default):
we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 13 (Termination);
we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
You hereby agree to provide a parent guarantee upon our request, ensuring the fulfilment of your obligations under this Contract. You commit to undertaking all necessary actions and executing all necessary documents to effectuate such a guarantee, affirming your responsibility to ensure compliance with the terms and conditions herein, and to secure any debts, liabilities, or obligations incurred as part of the Contract.
You must promptly supply all documentation and other information reasonably requested by us to satisfy our know-your-customer, anti-money laundering checks and regulatory requirements as requested from time to time.
6. Credit Information
We may perform credit and identity checks on you, with:
one or more credit reference agencies, such as, but not limited to, Experian Limited and Equifax Limited (CRAs); and
one or more trusted partners, such as, but not limited to, Onfido Limited, Hellosoda Inc, Wiserfunding Limited and Certua Group Limited (Trusted Partners).
We may exchange information about you (including Confidential Information), such as your financial history, on an ongoing basis with our Trusted Partners. We exchange this information to assess creditworthiness and product suitability, for identity verification purposes, to manage your account, to trace and recover debts, and to prevent criminal activity.
We will also exchange information (including Confidential Information) about you with our CRAs on an ongoing basis, including in relation to your settled accounts, and any debts not fully repaid by you on time. Our CRAs will share your information (including your Confidential Information) with other organisations. The ways in which our CRAs may use and share your information, are explained in more detail at
www.experian.co.uk/crain, and
www.equifax.co.uk/crain. You hereby consent to the transfers of information set out in this clause 6.
7. Charges
In consideration of us providing the Services you must pay our charges in accordance with the prices set out in your Contract (Charges).
If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
8. How to pay
Payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments monthly in advance unless stated otherwise in the Order Confirmation.
Payment for the Services is by direct debit. Your designated bank account will be charged automatically each month.
Where the payment method is via Direct Debit, we will take place automatically on an agreed date, and we will endeavour to include an invoice for each collection. Cancellation of the Direct Debit payments will not result in the termination of this Contract, which may only be terminated pursuant to its terms. We reserve the right to issue an invoice for the immediate payment by you for the remainder of its charges in the event that the cancelled Direct Debit is not reinstated within 5 days. This clause constitutes advance notice of payments to be collected by Direct Debit and confirmation of the Direct Debit Scheme Guarantee (as set out in the Direct Debit Instruction Form).
If you do not pay any amount properly due to us by the due date, and without prejudice to any other rights and remedies of us:
we may without liability to you, disable all access to the Platform;
we may charge an administration fee 5% of the overdue amount if a failure to pay an amount when it falls due has not been remedied within seven (7) days, subject to a minimum fee of £40 and if we do you will pay us such fee on demand. We may also charge you for other fees, costs or expenses, including legal expenses, which are incurred by us in the course of attempting to recover the outstanding sums due;
If we are unable to recover amounts outstanding, we may appoint a collections agent (Collections Agent) who will seek to collect and recover any outstanding sums on our behalf. A Collections Agent may charge a fee (Collections Fee), which is payable by you, and this will be added to the overall amount that the Collections Agent is seeking to collect and recover from you. The Collections Fee will be paid in priority to any amounts paid to satisfy amounts outstanding to us; and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 24% per annum, commencing on the due date and continuing until fully paid, whether before or after judgment.
You shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9. Intellectual property rights
All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause.
You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
10. How we may use your personal information
We will use any personal information you provide to us to:
process your payment for the Services; and
inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
We will process your personal information in accordance with our privacy policy, the terms of which are incorporated into this Contract.
11. Limitation of liability
Except as expressly and specifically provided in this Agreement:
you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
the Services are provided to the Customer on an "as is" basis.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause 11.2, 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 the Contract for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss.
Subject to clause 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the Charges paid under the Contract in the preceding 12 months.
Subject to clause 11.2, we shall not be held liable for any damages, losses, or claims arising from the actions, omissions, or conduct of any third party, such as, but not limited to, our contractors, lenders or Brokers.
12. Confidentiality
We each undertake that we will not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
We each may disclose the other's confidential information:
to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
Notwithstanding the foregoing, we are entitled to retain and use, but not disclose, financial data obtained in connection with this Contract for the purpose of developing and improving our predictive models and services. Such retained data will be anonymized to ensure it cannot be traced back to you or any individual associated with you, and will be used strictly in compliance with applicable data protection laws and our privacy policy.
Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
13. Termination, consequences of termination and survival
Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
you commit a breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of you being notified in writing to do so;
you fail to pay any amount due under the Contract on the due date for payment;
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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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;
you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
Survival. Any provision of the Contract 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.
14. Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
we will contact you as soon as reasonably possible to notify you; and
our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us.
15. Communications between us
When we refer to "in writing" in these Terms, this includes email.
Any notice or other communication given under or in connection with the Contract must be in writing and be sent by pre-paid first class post or other next working day delivery service, or email.
A notice or other communication is deemed to have been received:
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
if sent by email, at 9.00 am the next working day after transmission.
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
16. General
We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on the Platform if this happens.
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Variation. We reserve the right to amend the terms of our Contract from time to time by notifying you in writing.
Waiver. If we do not insist that you perform any of your obligations under the Contract, 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.
Severance. Each paragraph of these Terms 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.
Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
Governing 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.
17. Brokers and Introducers
Where you have been introduced to us by a Broker or introducing agent (Broker), we may pay such person or organisation a commission. If you wish to know the quantum of such commission please ask your Broker directly.
