Last Updated: December 2020
The Huddle Platform allows users (“Members”) to exercise certain rights as settlors and beneficiaries of the trust (the "Huddle Trust") established pursuant to the Asset Participation Declaration of Trust executed by the Trustee as a deed poll on [●] 2020 (the "Declaration of Trust"). Further details in relation to the Huddle Trust, including the Declaration of Trust and the Servicing Deed may be obtained from the Huddle Platform. Members are deemed to have notice of all documents and information available on the Huddle Platform. Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Declaration of Trust. The Trustee shall be entitled to rely upon and enforce the Agreement.
2. Acceptance of the Terms
3. Changes to Terms
Amendments may be made to the Terms from time to time, and upon notice to you, via the Huddle Platform with an indication of the date on which the Terms were last revised. You acknowledge, understand and agree that the continued use of the Huddle Platform after we have made such changes constitutes your acceptance of the new Terms. In the event you do not wish to comply with any of the foregoing requirements, your sole remedy against us shall be to cease using the Huddle Platform.
We may restrict or limit the use of the Huddle Platform or the Services (defined below) in our sole discretion.
By becoming a Member, you represent and warrant that you:
- (if you are an individual) have legal capacity and are of legal age to form a binding contract and that you are at least 18 years old;
- have not previously been removed/suspended/restricted from using the Huddle Platform or the Services;
- are of sound mind and are capable of taking responsibility for your own actions and have full power and authority to enter into this Agreement;
- are not violating any other agreement to which you are a party in entering in this Agreement;
- all the information you provide to us are true and accurate, up to date and not misleading and you will notify us of any changes to any information you have provided;
- any Loan or other Assets that you Contribute to the Huddle Trust (as defined in Clause 1) comply with the criteria set out in Schedule 2 (Eligible Assets) (and are therefore Eligible Assets) and do not originate from drug trafficking, abduction, terrorist activity or any other unlawful activity or could be considered unlawful by any relevant jurisdiction; and
- will not use the Huddle Platform or the Services if any applicable laws prohibit you from doing so, and that to your knowledge, your use of the Huddle Platform or the Services do not violate any laws or regulations of any jurisdiction that applies to you.
In addition, if you are acting on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its incorporation, (ii) you are duly authorised by such legal entity to act on its behalf, and (iii) any use of the Huddle Platform or the Services by the legal entity is duly authorised and does not violate any rules and regulations applicable to such legal entity.
5. Huddle Services
We provide a software platform for Members to exercise rights in relation to the Huddle Trust (the "Services"), subject to the Terms, provided that any of these Services can be discontinued at any time pursuant to the provisions of the Terms and/or the Policies.
Subject to the Terms, the Declaration of Trust and any applicable rules and regulations, an Originator may propose Assets or a Member which has become a Beneficiary may Contribute or Transfer Trust Assets allocated to it pursuant to the Declaration of Trust. The Huddle Platform is intended only to facilitate such Origination, Contribution or Transfer from a technical and operational point of view. The Huddle Platform itself does not provide any right of Origination, Contribution or Transfer, apart from providing a technical platform to do so. The Huddle Platform is a software application and does not itself transfer any assets nor does it hold nor control any interest in the Huddle Trust.
A person may only become a Beneficiary by becoming a Member which is verified, including by having passed any verifications and KYC/AML validation requirements that we and/or the Trustee require.
6. Registration Process – Identity Verification
You agree to provide us and/or the Trustee, any additional information we request for the purposes of identification, verification and detection of money laundering, terrorist financing, fraud or any other financial crime, including but not limited to, a copy of government issued photo ID and evidence of residency. You permit us to keep a record of such information and authorise us to make the inquiries, whether directly or through third parties that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime and to take action we reasonably deem necessary based on the results of such inquiries. When we or the Trustee carry out these inquiries, you understand, acknowledge and agree that such information may be disclosed to agencies for the purposes of credit reference, fraud prevention, financial crime prevention and these agencies may respond to our enquiries in full.
We reserve the right to bar transactions using the Huddle Platform from or to anyone from certain restricted jurisdictions (including those that do not meet international standards provided by the Financial Action Task Force), or to anyone (including any Politically Exposed Person within the meaning of the Financial Action Task Force's recommendations and any person being subject to sanctions of any Sanctions Authority) that fails to meet any of the due diligence standards, requirements or requests of the Servicer or the Trustee. You may be subject to enhanced customer due diligence at any and all times in the use of the Huddle Platform or any of the Services.
We reserve the right to maintain your account registration information after you terminate your Huddle Account for business and regulatory compliance purposes, subject to applicable laws and regulations.
7. Access to the Huddle Platform
We may refuse to allow use of the Huddle Platform, and/or process an Origination, Contribution or Transfer if we believe that such use of the Huddle Platform, Origination, Contribution or Transfer would be contrary to applicable law or would otherwise expose the Servicer and/or the Trustee to legal liability.
We further reserve the right to prohibit specific persons from accessing or using the Huddle Platform including if directed by law enforcement or a court or tribunal of competent jurisdiction or if such person is subject to sanctions of any sanctions authority. We will cooperate with applicable law enforcement and regulatory authorities and will share information if there are grounds to believe that the Services are being used for illegal uses or Prohibited Uses (defined below).
We reserve the right to amend the Huddle Platform and any Service or material provided on the Huddle Platform.
8. Account Suspension & Closure
We reserve the right to deny, delay or restrict access to the Huddle Platform to any Member or to close and cancel a Huddle Account for any reason at our sole discretion, including but not limited to, if we and/or the Trustee believe in our or their sole and absolute discretion that:
- you have or are reasonably suspected to have breached the Terms and/or any of the Policies;
- you engage in abusive behaviour;
- we or our service providers are unable to verify or authenticate any information you provide to us;
- your actions may cause legal liability for you, our Members, or us;
- you are Contributing with sources of funds that you do not have the legal right to transfer;
- you are or are reasonably suspected to be directly or indirectly using the Huddle Platform or the Services in violation of applicable laws and/or regulation;
- you are or are reasonably suspected to be conducting transactions on the Huddle Platform which may involve fraud, misconduct or illegality;
- we are directed to do so by law enforcement, regulatory authority, court order or are required to do so under any applicable law or regulation; or
- your Huddle Account is subject to pending litigation, investigation or governmental proceeding.
If your Huddle Account is terminated for any reason, you will be provided with notice of our actions.
9. Use of Huddle Platform – Prohibited Uses
You agree to use the Huddle Platform and Services only in accordance with applicable law, regulations, and this Agreement. You agree that you will not use the Huddle Platform or Services for any of the following ("Prohibited Uses"):
- in any way that violates any applicable law or regulation;
- to send, or procure the sending of, any advertising or promotional material;
- to impersonate or attempt to impersonate the Trustee, the Servicer, another user, or any other person or entity;
- in any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful;
- to engage in conduct that restricts anyone's use or enjoyment of the Huddle Platform, or which may harm or offend our Members or expose them to liability;
- by means of any bot or other automatic device or process, or by any manual process, intended to monitor or copy any of the material on the Huddle Platform or for any other unauthorized purpose;
- to transfer, assign, or deal in any unauthorised assets;
- to engage in conduct that is detrimental to us or to any other Huddle Platform customer or any other third party;
- to provide any false account registration details to us;
- to provide inaccurate information or omit any material information requested by us in the course of, directly or indirectly relating to, or arising from your activities on the Huddle Platform or the use of any Services, including at registration; or
- to reverse-engineer, decompile, or disassemble any software running on the Huddle Platform, other than to the extent permitted by applicable law.
10. Account Security
You are solely responsible for maintaining the confidentiality of your Huddle Account and the private keys relating to your Huddle Account, as well as any and all activities and transactions that occur under your Huddle Account. You must notify us of any unauthorised use of your account and any other such security breach by emailing our customer support team at the following address: [CUSTOMER SUPPORT EMAIL ADDRESS]. We shall not be liable for any loss that may occur as a result of someone else using your Huddle Account or password, with or without your consent or knowledge. You should use caution when accessing your Huddle Account from shared or public computers. We reserve the right to disable any Huddle Account at any time in our sole discretion if in our opinion you have violated any provision in the Terms or the Policies.
11. Fees & costs
All transactions on the Huddle Platform are subject to fees as set out and updated in the fee schedule from time to time and accessible on the Huddle Platform.
Any proceeds from the enforcement, realisation or liquidation of an Asset shall first be distributed to the relevant Beneficiaries who incurred the costs in relation to any such action pro rata to the amounts incurred until they are fully reimbursed for such costs. When those Beneficiaries have recouped their costs then and only then shall the remaining proceeds be distributed to the remaining Beneficiaries in proportion to their Participation Percentage.
12. Transaction Procedures
In order for Originations, Contributions and Transfers to be executed, you must have passed any verifications and KYC/AML validation requirements that the Servicer and the Trustee, require, and initiate a request on the Huddle Platform to complete such transaction. The procedures for Originations, Contributions, Transfers and voting are set out in Schedule 1 (Originations, Contributions, Transfers, Recovery and Voting).
You are solely responsible and liable for all taxes, fees and commissions resulting from your use of the Huddle Platform. You agree to reimburse the Servicer and the Trustee and accept sole responsibility for, or assessment of, any claims or penalties with respect to such taxes, including any liability for, or assessment of taxes imposed on the Servicer or the Trustee by the relevant tax authorities with respect to your use of the Huddle Platform.
14. Reliance on Information Posted
We do not warrant the accuracy, completeness, relevance or usefulness of any information or that such information is up to date on the Huddle Platform. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any visitor to the Huddle Platform, including but not limited to Members, Beneficiaries, Originators and any other party. However, nothing in these Terms will exclude or limit our liability for any fraud committed by us.
The Huddle Platform may also contain links to third party websites, applications, events or other material ("Third Party Content"). Such information is provided for your convenience and links or references to Third Party Content does not constitute an endorsement by us on any content, products or services referred to in such Third Party Content. Neither the Trustee nor the Servicer have control over the content of Third Party Content. You acknowledge and agree that we are not responsible and shall have no liability for such Third Party Content, or your use of or interaction with them. We are not responsible or liable to you or any third party, for the content or accuracy of any Third Party Content. If you do decide to access any of the Third Party Content, you do so at entirely your own risk and are subject to the terms and conditions of use for such Third Party Content.
15. Intellectual Property Rights
The Huddle Platform, Services and its entire content, features, functions, including but not limited to, all information, software, text, displays, images, design, arrangement thereof (the "Content") are owned by the Servicer, its licensors, or other providers of material and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
The Servicer grants you a limited, non-exclusive, non-transferable, non-sublicensable licence, subject to the Terms, to access and use Content solely for approved purposes as permitted by us from time to time. All other use of the Content is expressly prohibited and all other right, title, and interest in the Content is exclusively the property of the Servicer, its licensors or providers. You agree not to copy, transmit, distribute, sell, license, reverse engineer (save to the extent permitted by law), modify, publish or participate in the transfer or sale of, create derivative works from, or in any other way use any of the Content in whole or in part. You may not copy, imitate or use any of the Content without our prior consent. No part of the Content may be reproduced in any manner, in whole or in part, without the written consent of the Servicer.
16. Assumption of Risk; No Advice
You are solely responsible and liable for your account on the Huddle Platform. We do not provide any advice or consultation on the Huddle Trust.
17. Limitation of Liability
We shall not be liable to you for
losses that were not foreseeable to us and you at the time you entered into this Agreement;
losses that are not caused by our breach of the Terms;
losses that are caused by your fault or the fault of another person;
loss of profit, loss of revenue, loss of business or loss of anticipated savings or other (whether direct or indirect) or for any consequential damages.
Our entire aggregate liability to you arising under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise shall be limited to your demonstrable and proven loss as a consequence of our action or inaction.
We shall not be liable for any disruption or non-availability of the Huddle Platform, Services or any damage or interruptions resulting from external causes including, but not limited to, communications network failure, power failure, host equipment failure, IPS (internet service provider) equipment failure, traffic congestion on the Internet or on the website or a combination thereof, computer viruses, spyware, scareware or other malware that may affect your computer or other equipment, natural events, acts of war, legal restrictions and censorship.
Your use of the Huddle Platform, Services and any content or items therein are at your own risk. The Huddle Platform, Services and any content or items therein are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied.
Neither the Servicer nor the Trustee make any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Huddle Platform or Services. Without any derogation of the foregoing, neither the Trustee nor the Servicer make any warranties or representations that the Huddle Platform or Services will be accurate, reliable, error-free or uninterrupted, or that defects will be corrected, or that the Huddle Platform or Services or the server that makes them available are free of viruses or other harmful components or will meet your needs or expectation.
19. No Waivers
No waiver by the Servicer or the Trustee of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition, and any failure of the Servicer or the Trustee to assert a right or provision under the Terms shall not constitute a waiver of such right or provision. No failure or delay in exercising or enforcing any privilege, right, remedy or power hereunder shall be deemed a waiver of such right or provision by the Servicer or the Trustee. All waivers must be in writing.
20. Force Majeure
Neither the Trustee nor the Servicer shall be responsible for damages caused by delay or failure to perform undertakings under these Terms when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God, pandemics or the state's enemies; lawful acts of public authorities; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of Force Majeure, the Trustee and the Servicer are excused from any and all performance obligations and these Terms shall be fully and conclusively at an end.
If any provision of the Terms is held by a court or tribunal of competent jurisdiction or an arbitrator to be invalid, illegal or unenforceable for any reason, such provision shall be deemed severable from this Agreement, and such invalidity, illegality or unenforceability shall not affect the remaining provision of the Terms, which will shall be deemed to be valid and enforceable and continue in full force and effect.
Upon termination of your Huddle Account and this Agreement, all rights and obligations of the parties that by their nature are continuing will survive such termination.
23. Entire Agreement
This Agreement constitutes the sole and entire agreement between you and us with respect to the Huddle Platform and the Services. This Agreement supersedes and replaces all prior understandings or agreements, written or oral regarding such subject matter. This Agreement is not intended and shall not be construed to create rights or remedies in any person other than the parties and the Trustee.
24. No Agency Relationship
Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind, and the rights and obligations of the parties shall be limited to those expressly set out in the Agreement. Neither the Trustee nor the Servicer are your agent or other representative. The Agreement, and all representations, warranties, covenants, conditions and provisions herein are intended to be and are for the exclusive benefit of you and us.
25. Governing Law and Jurisdiction
This Agreement shall be construed in accordance with English law. The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement, its subject matter of formation (including non-contractual disputes) and accordingly any legal action or proceedings arising out of or in connection with this Invoice (“Proceedings”) may be brought in such courts.
Each party irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. The Trustee may at any time assign, mortgage, transfer, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.