Platform Terms of Business

These Platform Terms of Business (Platform Terms) govern your access to and use of the CapRelease website at www.caprelease.com, the CapRelease customer application at app.caprelease.com, and any related services, content and functionality we make available (together, the Platform).

The Platform is operated by CapRelease Limited, a company incorporated in England and Wales with registered number 15180252, whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ (CapRelease, we, us, our).

The Platform is for business use only. It is made available to companies, partnerships and other businesses, and to individuals acting in the course of a business. It is not offered to, and must not be used by, consumers. By using the Platform you confirm that you are using it for business purposes.

These Platform Terms are not the financing agreement. Any funding you receive from CapRelease is advanced under separate agreements between you and CapRelease Financing Limited (or, in the United States, CapRelease Financing LLC). Those agreements are described in Clause 3 and take precedence over these Platform Terms in relation to the funding itself.

Please read these Platform Terms carefully. By accessing or using the Platform, or by submitting an application through it, you agree to be bound by them. If you do not agree, you must stop using the Platform.

1. Definitions and interpretation

1.1 In these Platform Terms, the following definitions apply:

• 3PL means a third-party logistics provider, fulfilment centre or warehouse operator that stores, handles or ships Stock on your behalf.
• 3PL Account means your account, portal or other means of access with a 3PL, including any inventory management system it operates.
• AML Checks means the customer due diligence, identity verification, beneficial ownership, sanctions, politically exposed person, adverse media and source of funds checks we carry out under the Money Laundering Regulations and other Applicable Law.
• Applicable Law means all laws, statutes, regulations, codes and regulatory rules applicable to a party from time to time.
• Business Activity Data means data relating to the operation and performance of your business which you provide to us or which we collect through the Platform or a Connected Account, including sales, revenue, order, customer, marketing, advertising, payment processing, banking, accounting, inventory and Stock data.
• Confidential Information means information disclosed by one party to the other which is marked as confidential or which a reasonable person would regard as confidential, including the terms of these Platform Terms, the terms of any Customer Agreement, Business Activity Data, and our pricing, models, methodologies and technology.
• Connected Account means any third-party account, system or service which you link to the Platform or which you authorise us to access, including e-commerce and marketplace platforms, payment processors, business bank accounts, accounting software, advertising and marketing platforms, and 3PL Accounts.
• Customer, you and your mean the business that registers for or uses the Platform, together with any individual who accesses the Platform on its behalf.
• Customer Agreements means the agreements under which the UK Funder or the US Funder provides funding to you, being: (a) in the United Kingdom, the MCA Agreement, the MCA Terms and Conditions, any Advance Schedule, the Floating Charge Deed, the Custodial Agreement, any Deed of Priority, and any guarantee or other security document; and (b) in the United States, the Receivables Financing Agreement, the Receivables Financing Terms and Conditions, any Collateral Access and Bailee Agreement, the Security Agreement, and any guarantee or other security document.
• Group and our group mean CapRelease Holdings Limited (registered in England and Wales, number 16651437) and each of its subsidiary undertakings from time to time, including CapRelease Limited, CapRelease Financing Limited, CapRelease Inc and CapRelease Financing LLC.
• Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, goodwill, rights in designs, database rights, rights in confidential information (including know-how) and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for them, and all equivalent rights anywhere in the world.
• Money Laundering Regulations means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
• Platform has the meaning given above.
• Platform Services means the services we make available through the Platform, including account registration, onboarding and verification, connecting Connected Accounts, applying for funding, receiving indicative funding offers, and viewing information relating to your account and any advance.
• Registration Information means the information and documents you provide to open and maintain an account, including details of your business and of its directors, officers, shareholders, beneficial owners and persons with significant control, identity documents, proof of address and financial information.
• Stock means the inventory, goods and products owned by you in the course of your business, including any held by a 3PL on your behalf.
• UK Funder means CapRelease Financing Limited, a company incorporated in England and Wales with registered number 15751855, whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, through which funding is provided to customers established in the United Kingdom.
• US Funder means CapRelease Financing LLC, a limited liability company formed in the State of Nevada with its registered address at 3495 Lakeside Drive #1456, Reno, NV 89509, United States, through which funding is provided to customers established in the United States.
• Working Day means a day other than a Saturday, Sunday or public holiday in England.
• Your Content means all data, information, documents, materials and other content which you upload to, submit through or make available to the Platform, or which we obtain from a Connected Account with your authorisation, including Business Activity Data and Registration Information.

1.2 In these Platform Terms: clause headings do not affect interpretation; a reference to legislation includes any subordinate legislation made under it and any amendment or re-enactment of it; words in the singular include the plural and vice versa; "including", "in particular" and similar expressions are without limitation; and "writing" includes email.

2. The Platform and our services

2.1 The Platform allows you to register with CapRelease, connect your Connected Accounts, apply for funding, receive indicative funding offers, and view information relating to your account and any advance made to you.

2.2 The Platform Services are made available to you free of charge. We do not charge you for accessing or using the Platform. Any fees, discount, premium or other amounts payable in respect of funding are set out in the relevant Customer Agreement.

2.3 Nothing on the Platform is an offer of funding. Any indicative amount, pre-approval figure, pricing estimate or offer shown on the Platform is indicative only. It is based on the information available to us at the time and is subject to completion of our AML Checks, our credit and underwriting assessment, and execution of the relevant Customer Agreements. We are under no obligation to provide funding to you and may decline any application without giving reasons.

2.4 Where we agree to provide funding, it will be provided by CapRelease Financing Limited (registered in England and Wales, number 15751855) or, where you are established in the United States, by the US Funder, CapRelease Financing LLC (a limited liability company formed in the State of Nevada). It is not provided by CapRelease Limited, and it is not provided under these Platform Terms.

2.5 Precedence. If there is any conflict or inconsistency between these Platform Terms and a Customer Agreement, the Customer Agreement prevails in relation to its subject matter. These Platform Terms continue to apply to your use of the Platform.

2.6 We may make additional features or services available through the Platform from time to time. Where we do, they may be subject to additional terms which we will notify to you at the time and which form part of these Platform Terms in relation to that feature.

3. Other terms that apply to you

3.1 These Platform Terms refer to the following additional terms, which also apply to your use of the Platform:

• our Privacy Policy, at www.caprelease.com/legal/privacy-policy, which sets out how we collect, use and share personal data;
• our Cookie Policy, published with our Privacy Policy at www.caprelease.com/legal/privacy-policy, which sets out information about the cookies used on our website;
• any Customer Agreement you enter into with the UK Funder or the US Funder; and
• any additional terms notified to you in respect of a particular feature or service under Clause 2.6.

3.2 We act as a controller of the personal data we process in connection with the Platform. That includes Registration Information, data we receive from your Connected Accounts, and data we use for AML Checks, credit assessment, fraud prevention and risk modelling. How we collect, use, share and retain that personal data is set out in our Privacy Policy. We do not process personal data as your processor in connection with the Platform. If that changes — for example if we introduce a feature under which we process personal data solely on your instructions and for your own purposes — we will put a data processing agreement in place with you before we do so.

4. Changes to these Platform Terms

4.1 We may amend these Platform Terms from time to time.

4.2 The current version is always available on our website and shows the version number and the date from which it takes effect. Please check it each time you use the Platform.

4.3 A change takes effect when the amended Platform Terms are published on our website, unless we state a later date. We are not obliged to give you advance notice of a change, although we may choose to tell you about a significant one by email or through the Platform.

4.4 Your continued use of the Platform on or after the date a change takes effect means that you accept the amended Platform Terms. If you do not accept them, you must stop using the Platform, and you may close your account under Clause 13.3.

4.5 Changes to these Platform Terms do not amend any Customer Agreement already in force. Each Customer Agreement may only be varied in accordance with its own terms.

5. Changes to and availability of the Platform

5.1 We may update and change the Platform from time to time, including to reflect changes to our products, our users' needs or our business priorities.

5.2 The Platform is made available free of charge. We do not guarantee that it will always be available, uninterrupted, timely or error-free. Access is permitted on a temporary basis.

5.3 We may suspend, withdraw, discontinue or restrict the availability of all or any part of the Platform for business or operational reasons, including maintenance, upgrade or security. We will give you reasonable notice where we are able to.

5.4 You are responsible for making all arrangements necessary for you to access the Platform, including internet access and compatible devices and software. You are also responsible for ensuring that everyone who accesses the Platform through your internet connection or your account is aware of these Platform Terms and complies with them.

6. Registration, onboarding and verification

6.1 To use the Platform Services you must register an account. You may only register if you meet the eligibility requirements in Clause 8.

6.2 Login details. If you choose, or are provided with, a password, user identification code or other piece of information as part of our security procedures, you must treat it as confidential and must not disclose it to any third party. We may disable any such credentials at any time if in our reasonable opinion you have failed to comply with these Platform Terms. You must notify us promptly at hello@caprelease.com if you know or suspect that anyone other than an authorised user has obtained access.

6.3 Authorised users. You are responsible for all activity carried out under your account, including the acts and omissions of your authorised users, and you must ensure that each of them complies with these Platform Terms.

6.4 Registration Information. You must provide the Registration Information we request and keep it accurate, complete and up to date. We may request further information or documents at any time, including in relation to your directors, officers, shareholders, beneficial owners and persons with significant control.

6.5 Connected Accounts. As part of onboarding, and on an ongoing basis, you authorise us to access, collect, receive and use data from your Connected Accounts. These typically include:

• e-commerce platforms and online marketplaces through which you sell;
• payment processors, gateways and merchant acquirers;
• your business bank accounts;
• your accounting software;
• your advertising and marketing platforms; and
• your 3PL Account and any inventory or warehouse management system holding data about your Stock.

You confirm that you are authorised to grant that access, that doing so does not breach any agreement between you and a third party, and that you will maintain the access for so long as it is required under Clause 7.3.

6.6 AML Checks. CapRelease Limited is registered with the Financial Conduct Authority under the Money Laundering Regulations, firm reference number 1013575. Before funding is provided, and periodically afterwards, we are required to carry out AML Checks. These may include verifying the identity of your business and of its directors, officers, shareholders and beneficial owners (including by electronic verification), verifying beneficial ownership and control, screening against sanctions lists, politically exposed person and adverse media screening, and enquiries as to source of funds and source of wealth. You agree to co-operate promptly with these checks and to provide the information and documents we reasonably require.

6.7 We may refuse to register you, suspend or close your account, or decline or discontinue an application, where we are unable to complete AML Checks to our satisfaction, or where we reasonably consider it necessary in order to comply with Applicable Law, including, in the United Kingdom, the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations, and applicable sanctions legislation. We may not always be permitted to tell you the reason.

6.8 Accuracy. You warrant that all Registration Information and other information you give us is true, accurate, complete and not misleading, and that you will correct it promptly if it ceases to be so.

6.9 Indemnity. You will indemnify us against all losses, liabilities, costs and expenses (including reasonable legal fees) we incur arising out of or in connection with any inaccurate, incomplete or misleading information you provide, or any failure to grant or maintain valid authorisation for a Connected Account.

7. Your Content

7.1 Ownership. You retain ownership of Your Content. Nothing in these Platform Terms transfers ownership of Your Content to us.

7.2 Licence. You grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable and sublicensable licence to use, store, copy, process, analyse, modify, combine and create derivative works from Your Content for the purposes of:

• providing the Platform Services to you;
• assessing your application, and carrying out credit, risk, fraud and AML analysis;
• administering, monitoring and enforcing any advance made to you;
• developing, testing and improving our products, services, credit models and analytics, including in anonymised or aggregated form; and
• complying with Applicable Law and responding to regulators, auditors and funders.

7.3 Ongoing access. Our access to a Connected Account continues until you disconnect it or withdraw your authorisation. You may do so at any time through the Platform or by contacting us, except where you are required to maintain access under a Customer Agreement, or where access is necessary while an advance remains outstanding.

7.4 Retention. Where you apply for funding and the application is unsuccessful or withdrawn, we will retain the Business Activity Data collected in connection with that application for up to two years, so that we can reassess your eligibility if you apply again and for fraud prevention, risk modelling and regulatory purposes. Other records are retained for the periods set out in our Privacy Policy and as required by Applicable Law. In particular, records obtained for AML purposes are retained for five years after the end of our business relationship with you.

7.5 Anonymised and aggregated data. We may create anonymised and aggregated data derived from Your Content which does not identify you or any individual, and may use and disclose that data for any purpose, including benchmarking, research, product development and publication.

7.6 Responsibility for Your Content. You warrant that you have all rights, consents and authorisations necessary to provide Your Content to us and to grant the licence in Clause 7.2, and that Your Content does not infringe the rights of any third party or breach Applicable Law.

7.7 Use of your name and logo. We may identify you as a CapRelease customer and use your business name and logo on our website and in our marketing materials. You may opt out at any time by emailing hello@caprelease.com, and we will stop within a reasonable period. We will not disclose the commercial terms of any advance without your consent, except where required by Applicable Law or to our professional advisers, funders, insurers or regulators.

7.8 Personal data. Personal data forming part of Your Content is handled in accordance with our Privacy Policy and applicable data protection law.

8. Eligibility and your warranties

8.1 You may use the Platform only if you are a business, and not a consumer, and only for purposes connected with your business.

8.2 You warrant and represent to us, on each occasion you use the Platform and each time you submit an application, that:

• you are at least 18 years old;
• you are duly incorporated or validly established and have full power and authority to agree to these Platform Terms;
• the individual accepting these Platform Terms on your behalf is authorised to bind you;
• you are using the Platform solely for business purposes and not for personal, family or household purposes;
• all information you have given us is true, accurate, complete and not misleading;
• you are not subject to any unsatisfied judgment, insolvency event, winding-up petition, administration or similar proceeding, and no such proceeding has been threatened against you;
• neither you, nor any of your directors, officers or beneficial owners, is subject to sanctions, or owned or controlled by a person subject to sanctions;
• you hold a business bank account in the jurisdiction in which you are established;
• you comply with Applicable Law in the conduct of your business;
• you are the sole legal and beneficial owner of your Stock, free from any security interest or other encumbrance except as disclosed to us in writing;
• where you use a 3PL, your Stock is held exclusively at the premises of the 3PLs you have notified to us; and
• you will not use the Platform to build, develop or benchmark a competing product or service, or on behalf of a competitor.

8.3 You must not sublicense, resell, rent or otherwise make the Platform or the Platform Services available to any third party.

8.4 The warranties in this Clause 8 are given in addition to, and do not limit or replace, any representation, warranty or undertaking given in a Customer Agreement.

9. Provision of the Platform Services

9.1 Discretion. We provide the Platform Services at our sole discretion. We may decline to provide, or cease providing, any Platform Service to you at any time, whether generally or in your particular case.

9.2 No advice. Nothing on the Platform, and nothing said or produced by us in connection with it, constitutes financial, investment, legal, tax or accounting advice, or a personal recommendation. We do not assess whether any funding product is suitable or appropriate for you. You should take your own independent professional advice.

9.3 You are solely responsible for deciding whether any funding product is suitable for your business, and for your decision to apply for or accept funding.

9.4 Regulatory status. For customers in the United Kingdom: a merchant cash advance to a business is not a regulated activity under the Financial Services and Markets Act 2000. Our registration with the Financial Conduct Authority is for anti-money laundering supervision only. It does not mean that our products are regulated by the Financial Conduct Authority, and it does not give you access to the Financial Ombudsman Service or the Financial Services Compensation Scheme.

For customers in the United States: the regulatory position is addressed in Clause 19.

9.5 Exclusion of implied terms. To the fullest extent permitted by law, we exclude all conditions, warranties, representations and other terms which might otherwise be implied into these Platform Terms by statute, common law or otherwise, including any implied term as to satisfactory quality, fitness for a particular purpose, accuracy, availability or non-infringement.

10. Confidentiality

10.1 Each party may receive Confidential Information from the other. Each party undertakes that it will not at any time disclose the other party's Confidential Information to any person, except as permitted by Clause 10.2.

10.2 Each party may disclose the other's Confidential Information:

• to its employees, officers, representatives, professional advisers, contractors, subcontractors, funders and insurers who need to know it for the purposes of these Platform Terms or a Customer Agreement, provided that the disclosing party ensures they are bound by obligations of confidentiality no less onerous than those in this Clause 10; and
• as required by Applicable Law, a court of competent jurisdiction, or a regulatory or governmental authority.

10.3 Neither party will use the other's Confidential Information for any purpose other than performing its obligations and exercising its rights under these Platform Terms and the Customer Agreements.

10.4 The obligations in this Clause 10 continue for three years from the date of disclosure, except that obligations relating to personal data, and to information constituting a trade secret, continue for so long as the information retains that character.

10.5 On written request following termination, each party will return or destroy the other's Confidential Information, except for copies it is required to retain by Applicable Law, by a regulator, or under its routine backup and archiving procedures, which remain subject to this Clause 10. For the avoidance of doubt, we may continue to retain and use Your Content in accordance with Clause 7.

10.6 This Clause 10 does not apply to information which: is or becomes publicly available other than through breach of this Clause; was lawfully in the receiving party's possession before disclosure; is lawfully obtained from a third party without restriction; or is independently developed by the receiving party without reference to the other's Confidential Information.

11. Intellectual property

11.1 We are the owner or the licensee of all Intellectual Property Rights in the Platform and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

11.2 You may print one copy, and download extracts, of any page of the Platform for your internal business use, and you may draw the attention of others within your business to content on the Platform.

11.3 You must not modify the paper or digital copies of any material you have printed or downloaded, and you must not use any illustration, photograph, video, audio or graphic separately from any accompanying text.

11.4 Our status (and that of any identified contributor) as the author of content on the Platform must always be acknowledged.

11.5 You must not use any part of the Platform or its content for commercial purposes without obtaining a licence from us, other than your use of the Platform Services for your own business as contemplated by these Platform Terms.

11.6 If you breach this Clause 11, your right to use the Platform ceases immediately and you must, at our option, return or destroy any copies of the materials you have made.

11.7 Feedback. If you give us feedback, suggestions or ideas about the Platform, we may use them without restriction and without any obligation to you, and you assign to us all Intellectual Property Rights in that feedback.

11.8 CapRelease, the CapRelease logo and our other marks are trade marks of CapRelease Limited. You must not use them without our prior written consent.

12. No reliance on information

12.1 The content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely.

12.2 Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that it is accurate, complete or up to date.

12.3 Any indicative funding amount, pricing estimate, projection, score or analytic generated by the Platform is an estimate based on the information available to us and on modelled assumptions. It is not a guarantee of the amount, cost or terms of any funding that will be offered to you. The actual terms of any funding will be those set out in the Customer Agreements.

13. Breach, suspension, termination and indemnity

13.1 We may suspend or terminate your access to the Platform immediately on notice to you where:

• you breach these Platform Terms or any Customer Agreement;
• we reasonably suspect fraud, money laundering, terrorist financing or other unlawful activity involving you or your account;
• we are unable to complete our AML Checks to our satisfaction;
• you become subject to an insolvency event, or cease or threaten to cease to carry on business;
• we are required to do so by Applicable Law or by a regulator; or
• you cease to meet the eligibility requirements in Clause 8.

13.2 We may also terminate your access to the Platform on 30 days' written notice for any other reason, provided that no advance is then outstanding.

13.3 You may stop using the Platform at any time, and may ask us to close your account by emailing hello@caprelease.com. We may decline to close your account while an advance remains outstanding, or while you are required to maintain a Connected Account under a Customer Agreement.

13.4 Termination of your access to the Platform does not terminate any Customer Agreement, which continues in accordance with its own terms.

13.5 Indemnity. You will indemnify us, and keep us indemnified in full, against all claims, demands, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• your breach of these Platform Terms;
• your use of the Platform otherwise than in accordance with these Platform Terms;
• any claim brought by a third party relating to Your Content, or to our access to or use of a Connected Account; and
• any inaccurate, incomplete or misleading information you provide to us.

13.6 Termination does not affect any accrued rights or liabilities. Clauses which by their nature are intended to survive termination — including Clauses 7, 10, 11, 13.5, 14, 20, 21 and 22 — continue in force.

14. Limitation of liability

14.1 Nothing in these Platform Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or limited.

14.2 Scope. These Platform Terms concern your use of the Platform only. Our liability in connection with any funding provided to you is governed exclusively by the relevant Customer Agreement, and nothing in this Clause 14 limits, extends or otherwise affects that liability.

14.3 Because the Platform is made available to you free of charge, and subject to Clause 14.1, we will not be liable to you for any:

• loss of profits, sales, business or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation;
• loss or corruption of data or information; or
• indirect or consequential loss or damage.

14.4 Subject to Clause 14.1, our total aggregate liability to you arising out of or in connection with these Platform Terms and your use of the Platform, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to £100 (or its equivalent in the currency of the funding provided to you).

14.5 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack or other technologically harmful material that may infect your computer equipment, programs, data or other proprietary material as a result of your use of the Platform or of your downloading of any content from it or from any website linked to it.

14.6 We assume no responsibility for the content of any website linked from the Platform, or for the acts or omissions of any third party whose service you connect to the Platform.

14.7 We will not be liable for any failure or delay in performing our obligations where that failure or delay results from events beyond our reasonable control.

15. Viruses, security and acceptable use

15.1 We do not guarantee that the Platform will be secure or free from bugs or viruses.

15.2 You are responsible for configuring your information technology, computer programmes and platform to access the Platform, and you should use your own virus protection software.

15.3 You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.

15.4 You must not attempt to gain unauthorised access to the Platform, to the server on which it is stored, or to any server, computer or database connected to it. You must not attack the Platform by means of a denial-of-service attack or a distributed denial-of-service attack.

15.5 You must not use any robot, spider, scraper or other automated means to access the Platform or to extract data from it, except with our prior written consent.

15.6 You must not reverse engineer, decompile or disassemble any part of the Platform, except to the extent that Applicable Law expressly permits it.

15.7 You must not use the Platform in any way that is unlawful or fraudulent, or that has any unlawful or fraudulent purpose or effect, or to transmit any unsolicited or unauthorised advertising or promotional material.

15.8 A breach of this Clause 15 may constitute a criminal offence, including under the Computer Misuse Act 1990 in the United Kingdom and under applicable computer misuse and fraud legislation elsewhere. We will report any such breach to the relevant law enforcement authorities and will co-operate with them, including by disclosing your identity to them. In the event of such a breach, your right to use the Platform ceases immediately.