BETWEEN:
A. REDEBT IP LIMITED
B. REDEBT TRADING LIMITED
C. USERS OF THE REDEBT WEBSITE
1. APPLICABILITY
These Terms and Conditions are binding as between Redebt and Users of the Redebt website and apply in relation to Transactions which are completed on the Redebt website on or after 01 May 2023. Each party confirms and agrees to be bound by these Terms and Conditions.
2. DEFINITIONS
2.1. Interpretation
For the purpose of construing these Terms and Conditions:
Accepted Offer means either (i) a Seller User accepts a Bid Offer from a Buyer User in respect of a relevant Trading Insolvency Claim; or (ii) a Buyer User accepts a Counter Offer from a Seller User in respect of a relevant Trading Insolvency Claim;
Agreed Terms means the terms agreed between the Buyer User and the Seller User in relation to the Transaction, as evidenced by the Trade Confirmation;
Assignment Agreement means the agreement assigning or transferring the Traded Portion of the relevant Trading Insolvency Claim, generated by Redebt, and executed and delivered by the Seller User and the Buyer User in relation to the relevant Transaction.
Bid Offer means the amount offered by the Buyer User to the Seller User to purchase the Traded Portion represented as a percentage of the par value of the Traded Portion;
Borrower means a borrower under a Credit Agreement;
Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London;
Buyer User means a Person who has been allocated a Redebt User Account and who engages in a transaction for the purchase of a Trading Insolvency Claim on the Redebt website;
Claim means the Seller User’s right to prove in the Insolvency Proceedings of any Obligor in respect of the Traded Portion, together with (to the extent of the Traded Portion) (i) all the Seller User’s rights relating to any proof of debt filed or to be filed in those Insolvency Proceedings and (ii) all the Seller User’s rights in and to any distribution of an Obligor’s assets by an Insolvency Officer as part of those Insolvency Proceedings;
Claim Documentation means any Claim information filled in on the Redebt website and/or Claim Documentation or other documents relating to the Claim uploaded on the Redebt website;
Credit Agreement means the credit agreement to which the transaction relates as set out in the Agreed Terms;
Credit Documentation means the Credit Agreement (including all schedules and appendices to the Credit Agreement), any amendments, supplements, accessions, waivers or variations to the Credit Agreement and all guarantee, security, intercreditor and restructuring documentation relating to the Credit Agreement;
Credit Institution means an authorised credit institution as referred to in Article 4(1)(1) of Regulation 575/2013/EU;
Counter Offer means the amount offered by the Seller User to a Buyer User in response to a Bid Offer from that Buyer User to purchase the Traded Portion represented as a percentage of the par value of the Traded Portion;
Escrow Agent means the escrow agent in respect of the Redebt Escrow Account as may be appointed from time to time;
Guarantor means a guarantor under the Credit Agreement;
Instructions means the written instructions of Seller User or Buyer User or Redebt in relation to the performance of the Transaction on the Redebt website;
Insolvency Officer means any receiver, administrator, liquidator, provisional liquidator, administrative receiver, trustee, supervisor of a voluntary arrangement, similar officer appointed pursuant to a scheme of arrangement under section 899 of the Companies Act 2006 or similar officer appointed under the Insolvency Act 1986 or any other officer appointed under any other procedure under any law or any jurisdiction of, or having, similar or analogous powers over all or any of the assets of an Obligor;
Insolvency Proceedings means receivership, administration, liquidation, appointment of a provisional liquidator, winding-up, dissolution voluntary arrangement, scheme of arrangement under section 899 of the Companies Act 2006 or any insolvency procedure under the Insolvency Act 1986 or any other procedure under any law of any jurisdiction having a similar or analogous nature or effect;
KYC Fee means the fee to be paid by a prospective User in relation to KYC checks, as may be advised by Redebt from time to time;
Listing Fee means the fee to be paid by a Seller User in relation to the listing of a Trading Insolvency Claim on the Redebt website, as may be advised by Redebt from time to time;
Notice of Assignment means the notice to the Obligor or an Insolvency Practitioner (in relation to an Obligor) informing them of the assignment or transfer of the Trading Insolvency Claim from the Seller User to the Buyer User, generated by Redebt and executed and delivered by the Seller User;
Obligor means a debtor including any Borrower or Guarantor or other Person against whom a provable Claim exists under the Claim Documentation;
Password means the password that is created by a User after the registration procedure and with which access to the Redebt User Account of the User is secured;
Person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, or partnership (whether or not having separate legal personality);
Purchase Price means the amount payable for the Traded Portion which shall be equal to the Bid Offer accepted by Seller User (or Counter Offer accepted by Buyer User) multiplied by the principal amount of the Traded Portion funded in the same currency Traded Portion;
Purchase Rate means the purchase rate which may be represented as a percentage or otherwise as set out in the Trade Confirmation;
Redebt means collectively Redebt IP Limited or Redebt Trading Limited;
Redebt Escrow Account means the escrow account with an Escrow Agent as set out in the Redebt Escrow Account Agreement;
Redebt Escrow Account Agreement means the Redebt escrow account agreement entered Buyer User, Seller User, Escrow Agent and Redebt;
Redebt IP Limited means the company incorporated under the laws of England and Wales with Company No.12738251;
Redebt Trading Limited means the company incorporated under the laws of England and Wales with Company No. 12923054;
Redebt User Account means the account created upon sign up by a User which is accessible by logging in on the via the Redebt website using the username and Password of the User and from which Tradable Insolvency Claims are listed, bids for purchase of Tradeable Insolvency Claims are made and Instructions are given by the User;
Regulatory Authority means the Financial Conduct Authority of the United Kingdom, or any other authority charged with supervising or overseeing the business of Redebt;
Seller User means a Person who has been allocated a Redebt User Account and who engages in the selling of a Trading Insolvency Claim on the Redebt website;
Seller User Account means a bank account of Seller User provided to Redebt into which Seller User into which Buyer User shall pay the Purchase Price in accordance with the Instructions of Seller User;
Trade Confirmation means the confirmation generated by Redebt, and executed and delivered by the Seller User and the Buyer User in relation to the relevant Transaction;
Trade Date means the date upon which there is an Accepted Offer in respect of the Traded Portion of Trading Insolvency Claim as set out in the relevant Trade Confirmation;
Traded Portion means the amount of the Trading Insolvency Claim which the Buyer User has agreed to buy as set out in the relevant Trade Confirmation;
Trading Insolvency Claim means any Claim listed for sale on the Redebt website;
Transaction means a binding contract for the sale by the Seller User to the Buyer User of the relevant Trading Insolvency Claim documented and concluded via the systems on the Redebt website;
Transaction Fee means the fee, representing a percentage of the Purchase Price to be paid by a Seller User to Redebt in respect of Redebt’s services to Seller User relation to the sale or trading of a Traded Portion of a Trading Insolvency Claim on the Redebt website, as may be published on the Redebt website from time to time;
Transfer Documentation means the Trade Confirmation, Assignment Agreement, Notice of Assignment and any other the relevant documentation generated by the Redebt website required to assign the rights and benefits of the Seller User in the relevant Trading Insolvency Claim;
UK Anti Money Laundering Laws means the UK anti-money laundering laws as set out in the Proceeds of Crime Act 2002 (as amended by the Serious Organised Crime and Police Act 2005), the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, The Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and the Terrorism Act 2000;
User means collectively Seller Users or Buyer Users.
2.2. Construction
2.2.1. A provision of law is a reference to that provision as amended or re-enacted.
2.2.2. Headings are for ease of reference only.
3. REGISTRATIONS OF USERS
3.1. Any Person who wishes to register as User on the Redebt website must fully complete the registration form on the Redebt website and submit it via the Redebt website for the purposes of opening a Redebt User Account.
3.2. Redebt will undertake all required know your customer (“KYC”) checks in accordance with the laws of England and Wales on the prospective User. Before a prospective User can register on the Redebt website, the prospective User must have documentary proof of its identity and, where relevant, that of its beneficial owner(s). Redebt may also ask User to explain to the source of its funds and wealth. This information may be renewed every two years. Redebt may verify Users identity (or that of its beneficial owners) by:
3.2.1. searching a third-party database or using the services of a third party provider of such services. This may leave a footprint on User’s credit file,
3.2.2. asking prospective User for original documents or for certified copies or any other information as may be required.
The KYC checks may be undertaken by Redebt or a third-party provider of KYC services (“KYC Service Provider”), to whom User may be electronically diverted as part of the registration process. User agrees to pay for the cost of the KYC, either directly to Redebt or to the KYC Service Provider.
3.3. Redebt is entitled to reject the registration of a prospective User if the prospective User:
3.3.1. is unable to provide the required information to complete satisfactory KYC; or
3.3.2. is subject to sanctions or embargoes of the United Kingdom, the European Union, or the United States of America; or
3.3.3. may cause injury to the reputation of Redebt.
3.4. Each User undertakes to inform Redebt immediately if the User is in any way directly or indirectly affected by any sanctions.
4. REDEBT USER ACCOUNT
4.1. Each User shall be allocated a specific Redebt User Account on the Redebt website through which it conducts its business on the Redebt website. The allocated Redebt User Account shall be in the names of the User and have a unique reference number. The User is required to quote the reference number in all its correspondences with Redebt. Access to an allocated Redebt User Account is via a log in using a username and Password.
4.2. Any written communications or Instructions between User and Redebt will be via the Redebt User Account or via such email of Redebt or other method in accordance with the Instructions of Redebt.
5. LISTING OF TRADING INSOLVENCY CLAIMS
5.1. A Seller User may list Trading Insolvency Claims on the Redebt website by:
5.1.1. filling in, and/or uploading the Claim Documentation; and
5.1.2. paying the applicable Listing Fee.
5.2. Redebt will review the Claim Documentation and shall in its sole discretion either:
5.2.1. publish the Trading Insolvency Claim on the Redebt website; or
5.2.2. reject (without the obligation to give reasons) the publication of the Trading Insolvency Claim on the Redebt website; or
5.2.3. request from Seller User additional Claim Documentation for the purposes of exercising its sole discretion whether to publish or reject the Trading Insolvency Claim.
Redebt will exercise its reasonable endeavours to publish the Trading Insolvency Claim or notify Seller User of its rejection or request additional Claim Documentation within 48 hours. The Listing Fee shall be reimbursed to Seller User within not more than 5 Business Days, if publication of the Trading Insolvency Claim is rejected.
6. CONDUCT OF TRANSACTIONS ON THE REDEBT WEBSITE
6.1. Upon the publication of the Trading Insolvency Claim, Seller User so invites Bid Offers from Buyer Users. The Seller User may, in its sole discretion, determine whether or not to include a reserve price in respect of any Bid Offers from Buyer Users.
6.2. A Buyer User may make a Bid Offer for any available Trading Insolvency Claim via the Redebt website. The Bid Offer made by a Buyer User will be visible only to the Seller User of the targeted Trading Insolvency Claim. The Buyer User may revise its offer or bid at any time prior to acceptance by the Seller User.
6.3. The Seller User shall not be deemed to have accepted a Bid Offer from a Buyer User in respect of any Trading Insolvency Claim unless and until such acceptance is communicated via the Redebt website. The Seller User may, in its sole discretion, make a Counter Offer to any Buyer User that has made a Bid Offer in respect of a particular Trading Insolvency Claim, which shall communicate a bid price the Seller User is willing to accept and such Counter Offer will only be visible to the particular Buyer User. The Buyer User shall not be deemed to have accepted a Counter Offer from a Buyer User in respect of any Trading Insolvency Claim unless and until such acceptance is communicated via the Redebt website.
6.4. Upon an Accepted Offer, Buyer User shall pay the Transaction Fee within 48 hours from the time of the Accepted Offer (“Accepted Offer Period”). The relevant Trading Insolvency Claim shall continue to be listed as an available claim on the Redebt website until the Buyer User pays the Transaction Fee.
6.5. Following confirmation of receipt of the Transaction Fee by Redebt, a binding contract for the sale of the Traded Insolvency Claim will come into effect based on the UK Loan Market Association (“LMA”) Standard Terms and Conditions for Par and Distressed Trade Transactions (Bank Debt/Claims) (“LMA Standard Terms”) in effect as at the Trade Date, as amended by these Terms and Conditions. The Seller User and the Buyer User shall each execute and enter into a binding Trade Confirmation setting out the Agreed Terms (substantially in the form published by the LMA) which shall be automatically generated on the Redebt website . If either Seller User or Buyer User desire to make any changes to the Trade Confirmation, they shall notify Redebt, in which case a Trade Confirmation may be agreed off the Redebt website.
6.6. A Trading Insolvency Claim that is the subject of an Accepted Offer, will continue to be available to Buyer Users for Bid Offers up to the earlier of (x) the time until the Transaction Fee is paid or (y) time at which the Accepted Offer Period lapses. Seller User shall not be able to accept such new Bid Offers until lapse of the Accepted Offer Period. If the Accepted Offer Period lapses without the User Buyer paying the Transaction Fee, the Accepted Offer shall be deemed to have lapsed as well and the Seller User will be able to accept new Bid Offers. For the avoidance of doubt the Seller User shall only be able to accept one Bid Offer for purchase of a particular Traded Portion of a Trading Insolvency Claim at any time.
6.7. The Seller User and Buyer User shall use reasonable endeavours to execute the relevant Transfer Documentation within three (3) Business Days from the Trade Date and in any case not later than twenty-one (21) days from the Trade Date.
6.8. The Buyer User shall pay the Purchase Price (less the Transaction Fee) into the Seller Account, or the Redebt Escrow Account (subject to Clause 6.10 below) following complete execution of the relevant Transfer Documentation by Buyer User and Seller User and upon Instructions from Redebt. Redebt shall hold the fully executed Transfer Documentation in escrow to Redebt’s order, pending confirmation of receipt by Seller User of the Purchase Price.
6.9. Buyer User shall upload evidence of payment of the Purchase Price onto the Redebt website. Seller User undertakes to confirm receipt of the Purchase Price within three (3) Business Days from the date on which Buyer User has uploaded the evidence of payment on the Redebt website. Seller User agrees and confirms that if it does not confirm its receipt of the Purchase Price or otherwise notify Redebt of non-receipt of the Purchase Price, upon the expiry of ten (10) days after (but excluding ) the date when Buyer User uploaded the evidence of payment on the Redebt website, Seller User will be deemed to have received the Purchase Price and Redebt shall be entitled and release the Transfer Documentation to Buyer User. If a dispute arises between Buyer User and Seller User as to whether or not the Purchase Price has been paid, the Transaction will be subjected to Redebt’s internal dispute resolution procedure. Each of Seller User and Buyer agrees to provide all required information to Redebt, as may be requested including if required temporary access to the Seller User Account or the Buyer User Account for the purposes of resolution of the dispute in relation to payment of the Purchase Price.
6.10. The Seller User and Buyer User may agree and provide Instructions to Redebt to pay the Purchase Price into the Redebt Escrow Account, in which case, Seller User and Buyer User will sign up or accede to the terms of the Redebt Escrow Account Agreement. The Purchase Price shall be released to Seller User in accordance with the terms of the Redebt Escrow Account Agreement.
6.11. Redebt is not liable for any loss whatsoever as a result of our complying with User’s payment instructions. Redebt is not liable for any failure to act upon or any delay in acting upon User’s payment instructions, to the extent Users payment instructions are in any way wrong, unclear or incomplete, and where Redebt acts reasonably in compliance with its duties governing the transfer of funds.
6.12. If completion of the Transaction is not achieved within twenty-one (21) days from the Trade Date, due to a default (“Default”) by either Seller User or Buyer User (the “Defaulting Party”), the non-defaulting party (“Non-Defaulting Party”) may, in its sole discretion, Instruct Redebt that the Transaction shall be cancelled, in which case the Transaction in respect of the Trading Insolvency Claim shall be deemed cancelled and any Trade Confirmation entered shall be of no further force and effect. Redebt shall notify the Defaulting Party. The Defaulting Party shall have no further recourse against the Non-Defaulting Party in respect of the relevant Trading Insolvency Claim. This clause 6.11 is without prejudice to any other rights or remedies which the Non-Defaulting Party may have against the Defaulting Party. In connection with any claim a User may have against others, Redebt shall not be involved in the making or enforcement of such claim or remedy, save as may be required by law. A Default for purposes of clause 6.11 includes failure, for any reason by:
6.12.1. Buyer User to pay Seller User the full Purchase Price, into the Seller Account or Redebt Escrow Account, as applicable;
6.12.2. by either Buyer User or Seller User to execute all the required Transfer Documentation.
7. Upon the completion of a Transaction in relation to the sale of a Trading Insolvency Claim, Redebt will automatically generate and send the Notice of Assignment of the relevant Obligor or Insolvency Officer administering or supervising the Obligor in relation to the Trading Insolvency Claim. Seller Users undertake to provide such assistance as may be required in order to facilitate the service of the Notice of Assignment.
7.1. Redebt is not and shall not be involved whatsoever in determining or advising in relation to the Purchase Price or the pricing in respect any Bid Offers in respect to Trading Insolvency Claims. Users agree and confirm that they have not received any investment advice in relation to the Trading Insolvency Claims including in relation to the Purchase Price or pricing in respect of the Transactions on the Redebt website.
7.2. Redebt will not publish on the Redebt website and will not make available to the general public or Users information in relation to the bids or the Bid Offers or pricing in respect of Trading Insolvency Claims and to the extent that it has access to such information, such information shall be kept confidential.
8. REDEBT ESCROW ACCOUNT
8.1. If agreed between Seller User and Buyer User, and upon signing or accession to the Redebt Escrow Account Agreement, payment of the Purchase Price shall be made into the Redebt Escrow Account held with the Escrow Agent. The Redebt Escrow Account will be with a Credit Institution in the United Kingdom or the European Union.
8.2. Any funds in the Redebt Escrow Account will be held on trust for the Users to be released to the Users in accordance with the terms of the Redebt Escrow Account Agreement. Monies or funds in Redebt Escrow Account shall not be an asset of Redebt and are not part of its insolvency estate.
8.3. The Redebt Escrow Account is for payment Instructions only and moneys or funds therein are not deposits or redeemable funds save in accordance with the terms of the Redebt Escrow Account Agreement. Moneys or funds in the Redebt Escrow Account may only be used to pay the Purchase Price for the Traded Portion and any fees, charges, and costs of Redebt and the Escrow Agent.
9. CANCELLATION OF REDEBT USER ACCOUNT AND DELISTING OF CLAIMS
9.1. If a User wants to close its Redebt User Account, the affected User must notify Redebt in writing. The closure of the Redebt User Account shall be undertaken if the User has no outstanding obligations to other Users or to Redebt and, where applicable no funds in the Redebt Escrow Account.
9.2. If a Seller User wants to delist all or any of its Trading Insolvency Claims from the Redebt website the affected Seller User must notify Redebt in writing specifying all or the particular Trading Insolvency Claims, it intends to delist. The delisting or removal of the affected Trading Insolvency Claims shall be undertaken if there are no outstanding obligations or claims in relation to such Trading Insolvency Claims or where Seller User has no outstanding obligations to other Users or Redebt.
9.3. Redebt is authorised and shall be entitled, at its sole discretion, to exclude a User (including delisting any and all Trading Insolvency Claims it may hold) from the Redebt website if:
9.3.1. Redebt establishes that the User has provided incorrect or misleading information or is otherwise in breach of any laws and regulations of the United Kingdom; or
9.3.2. the User fails or refuses to provide any legally required information that is necessary for the purposes of conducting its Transactions on the Redebt website; or
9.3.3. the User qualifies as a US Person under FATCA legislation; or
9.3.4. the User is included on a sanctions list; or
9.3.5. the User changes its place of business or residence or assumes the nationality of a country or geographic area against which sanctions or embargoes of the United Kingdom, the European Union or the United Nations have been issued or where terrorist organisations operate;
9.3.6. the User becomes bankrupt or there is a significant possibility of the User filing for bankruptcy or a moratorium or enters into an arrangement with its creditors;
9.3.7. the User is in material breach of these Terms and Conditions.
9.4. Redebt is entitled to exclude a User temporarily or permanently from using or accessing the Redebt website upon a breach of these Terms and Conditions. A User who is excluded from the Redebt website shall continue to be bound by these Terms and Conditions.
10. ADMINISTRATION, MONITORING AND REPORTING
10.1. Supervision: Neither Redebt trading Limited nor Redebt IP Limited is authorised or regulated by the Financial Conduct Authority of the United Kingdom. Redebt does not provide regulated investment services. Redebt does not give advice on the merits of investment transactions or act as a broker or an arranger of investment transactions. No communication from Redebt should be interpreted as an invitation or inducement to engage in any investment transaction or other investment activity. Redebt is not entitled to communicate invitations or inducements to engage in investment activity on User’s behalf.
10.2. Keeping records: Redebt has an obligation to keep records and information in accordance with the laws of England and Wales. Redebt may, upon reasonable notice, allow a User to access and inspect the relevant User records and information on its Redebt User Account.
10.3. Monitoring of Transactions: Redebt will monitor Users on an on-going basis to ensure the orderly execution of Transactions on the Redebt website and to avert suspicious abuse and unusual transactions (including under the UK Anti Money Laundering Laws) and promote compliance by the Users with these Terms and Conditions.
10.4. Reporting obligations: Each User is aware of and agrees that Redebt has reporting obligations to the Regulatory Authority or other authorities in relation to (a) the Transactions of the User on the Redebt website and (b) any material violations of these Terms and Conditions pertaining to suspected market abuse and unusual transactions under the UK Anti Money Laundering Laws, as applicable; and each User grants permission to Redebt to provide such information to the Regulatory Authority or other authorities.
10.5. Information request: Users will fully cooperate with any requests for information by the Regulatory Authority regarding its Transactions on the Redebt website including any documentation and granting to the Regulatory Authority access to relevant User’s Redebt User Account.
10.6. Recording of telephone calls and electronic communication: Redebt is entitled to record and store telephone conversations or electronic communication between Redebt (including its directors, shareholders, and employees) and the Users or their representatives in accordance with the laws of England and Wales and all Users consent to the making and retention of such recordings.
11. COSTS AND FEES
11.1. The fees, charges, or costs in connection with the services of Redebt including the Transactions are stated in the amounts as determined by Redebt and published on the Redebt website from time to time. Redebt may change the fees, charges or costs as prescribed in this clause 11.1 at any time on its sole discretion upon giving Users seven (7) days’ notice. Redebt does not accept or make cash payments.
11.2. KYC Fee: Users agree to pay the KYC Fee, which fee may be payable to Redebt or to a third-party provider of KYC services, in accordance with the Instructions of Redebt.
11.3. Listing Fee: Seller User agrees to pay the Listing Fee in accordance with these Terms and Conditions.
11.4. Transaction Fee: Buyer User agrees to pay the Transaction Fee into the Redebt Account within 48 hours of an Accepted Offer in respect of a Trading Insolvency Claim. Buyer User agrees that the Transaction Fee is non-refundable.
12. BINDING NATURE OF THESE TERMS AND CONDITIONS
12.1. Any Person who registers as a User agrees to be bound by these Terms and Conditions. These Terms and Conditions constitute a binding agreement entered with Redebt which has the right to enforce them against any User.
12.2. Redebt may amend, supplement, or replace these Terms and Conditions provided that it shall give at least seven (7) days’ notice to Users of any such changes or amendments or variations. Users continued use of the services offered via the Redebt website after the seven (7) days’ notice has elapsed shall constitute acceptance of such amended terms.
12.3. If any provision of these Terms and Condition is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.
12.4. If there is any inconsistency between these Terms and Conditions and the LMA Standard Terms, these Terms and Conditions shall prevail.
12.5. Each User will compensate Redebt in full (and our officers, directors, agents, subsidiaries, joint ventures, and employees) for any losses or costs, including reasonable legal fees, Redebt incur arising out of any breach by that User of these Terms and Condition, improper use of Redebt’s services or breach of any law or the rights of a third party.
13. OBLIGATIONS OF USERS
13.1. Users have an obligation on an ongoing basis:
13.1.1. to comply with these Terms and Conditions;
13.1.2. not to share the Password with third parties (or to grant to them electronic access to their Redebt User Account) and to keep it safe;
13.1.3. to comply with the UK Anti Money Laundering Laws;
13.1.4. to meet any eligibility criteria set by Redebt (if any).
13.2. Each User confirms that it is a sophisticated investor or high net worth pursuant to the laws of England and Wales or has received independent legal and investment advice in connection with the Transactions it contemplates to undertake on the Redebt website.
13.3. Each User undertakes to cooperate with Redebt with regard to any enquiries or investigations by Redebt or the Regulatory Authority in relation to any transactions on the Redebt website.
13.4. Each User shall be responsible for and is solely liable in respect of the information it transmits or uploads or accesses or solicits on the Redebt website in relation to any Trading Insolvency Claims. A User is obliged to notify Redebt as soon as possible if one or more of the following events occurs:
13.4.1. the information provided by the User is no longer relevant or complete, or is incorrect; or
13.4.2. a violation of one or more of the Terms and Conditions or any other act or omission of the User has occurred that results or could possibly result into failure of the efficient, fair, or orderly operation of transactions on the Redebt website; or
13.4.3. it is likely that the User may be placed into bankruptcy or has already filed for bankruptcy or is likely to enter into an arrangement with its creditors or suspension of payments; or
13.4.4. the User’s Password has been stolen or compromised or a third party has unlawfully gained access to its Redebt User Account or there has been a security breach of its Redebt User Account; or
13.4.5. any other material event which in the reasonable opinion of the User must be notified to Redebt; or
13.4.6. it deems any information including the Claims Documentation in relation to a particular Trading Insolvency Claim to be materially incorrect or fraudulent.
14. REPRESENTATIONS AND UNDERTAKINGS
14.1. Each of User represents and undertakes to the other that:
14.1.1. it is duly organised and validly existing under the laws of the jurisdiction in which it is incorporated; and
14.1.2. it has the power and capacity to enter into the Transactions on the Redebt website and to agree to these Terms and Conditions.
15. LIABILITY AND INDEMNITIES
15.1. Each User shall indemnify, defend, and hold Redebt and its officers, directors and employees and agents harmless from and against any liability, claim, cost, loss, damage, or expense (including, without limitation, reasonable legal fees and disbursements and VAT thereon), or judgments which they (or any of them) incur or suffer as a result of:
15.1.1. the User’s breach of these Terms and Conditions; or
15.1.2. any losses suffered by the User as a result of Transactions completed on the Redebt website; or
15.1.3. any services provided by Redebt or Transactions undertaken on the Redebt website pursuant to these Terms and Conditions save in the case fraud by Redebt.
16. DATA PROTECTION
16.1. Personal Data and Privacy Policy: Redebt will comply with applicable data protection laws to protect User’s data. These Terms and Conditions and Redebt’s Privacy Policy on the Redebt website explain how Redebt uses personal data. If User is a data controller or data processor for others, and provides to Redebt personal data relating to others, then such User confirms to Redebt that it has a lawful basis for doing so under data protection law and where that basis is consent, then User confirms that it has secured the consent of the data subject to Redebt using their data as part of Redebt’s provision of its insolvency claims trading services.
16.2. Special category data: Users acceptance of these Terms and Conditions is explicit consent to Redebt processing any special category personal data. Special category data is personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person’s sex life or sexual orientation.
16.3. Data controller: When Redebt uses personal data about User or others in connection with the online insolvency claims trading platform, it does so as data controller. Redebt’s contact details are relating to data protection should be addressed to enquiries@redebtrading.com or to its postal address, marked for the attention of the Privacy Manager.
16.4. Use of personal data: Redebt’s core purposes for processing personal data are to operate an online insolvency claims trading platform, to maintain User and business records and to comply with law and regulation. In relation to each User (or the organisation on behalf of which the User registers on the Redebt website) this primarily involves: providing online insolvency claims trading platform including Transaction Documentation, providing information that is requested by User; invoicing User for services provided on the Redebt website; keeping records of the Transactions; and fulfilling Redebt’s anti-money laundering obligations.
16.5. Lawful basis of processing: Before accepting registering a User on the Redebt website, Redebt may need to carry out certain checks (e.g. anti-money laundering). If so, Redebt shall process User’s personal data to comply with its legal obligations. Redebt will also process personal data where it is in its legitimate interests to do so (for example, as part of the administration of its business and keeping our systems secure).
16.6. Categories of personal data obtained: The core categories of personal data which Redebt uses to provide online insolvency claims trading platform are: name, email address and other contact details; correspondence address; bank account details and/or other billing details; and copies of your passport, driving licence, birth certificate, national identity card, utility bills and/or other identifying information required to be provided to us for anti-money laundering purposes.
16.7. Sharing your personal data: User’s personal data may be included in the information Redebt shares with others. Redebt require the recipient to safeguard it. Typically, any recipient would then become the data controller of the shared data and owes User duties as such. Redebt shall not be responsible for any use, misuse or loss of your data by third parties with whom it lawfully shares User’s data.
16.8. International transfers: Redebt may hold copies of User’s personal data and other data on computers outside the UK. Sometimes Redebt will share personal data with third parties outside the UK. If Redebt does this, it will comply with the rules in the UK General Data Protection Regulation.
16.9. Data retention: Redebt stores some files digitally and others in hard copy. In each case Redebt may use third parties to store User’s files. Redebt shall keep files for fifteen to twenty-one years, or longer if required by law. This is explained in more detail in Information Retention Policy. User can request a copy of this any time.
16.10. Destruction and retrieval: Redebt will destroy User files at the end of their storage period, or earlier with User and Redebt’s consent.
16.11. User rights: If the UK General Data Protection Regulation applies to User, User has the following rights: the right to be informed; the right of access; the right to rectification; the right to erasure; the right to restrict processing; the right to data portability; the right to object; and certain rights in relation to automated decision making and profiling. Where our lawful basis for processing your personal data is consent, you have the right to withdraw consent. You can find out more about your rights on the Information Commissioner’s Office (ICO) website at www.ico.org.uk.
17. GOVERNING LAW AND JURISDICTION
17.1. These Terms and Conditions and any non-contractual obligations arising out of or in connection with any of them are governed by English law.
17.2. The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions, including any dispute relating to the existence, validity, or termination of a Transaction or any noncontractual obligation arising out of or in connection with a Transaction (a “Dispute”).
17.3. Each User agrees that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly will not argue to the contrary.
18. RISK OF INVESTMENT IN INSOLVENCY CLAIMS
18.1 Trading or investment in the Trading Insolvency Claims is very risky and may lead to financial loss of the User. Each User is responsible for making its own investment decisions in connection with the Transactions which it undertakes on the Redebt website. Redebt is not authorised to give investment advice. Each User confirms that it has not received any investment advice from Redebt.
18.2. Each individual Buyer Users or Seller Users undertaking Transactions on the Redebt website hereby represents and certifies to Redebt:
18.2.1. That it is a sophisticated investor; or
18.2.2. That it is a high net worth investor (i.e. it has a net worth in excess of £250,000); or
18.2.3. That it has received or will receive independent advice from an authorised person.
19. COMPLAINTS
19.1. Users can report any complaints in relation to Redebt or the Redebt website or the services provided by Redebt by e-mail or via a Redebt complaints portal on the Redebt website.
19.2. Any complaints or Disputes against Redebt by a User shall be resolved amicably in the first instance and if a resolution cannot be achieved such Dispute may be referred to an independent panel as further set out in Redebt’s internal dispute resolution procedure.