TERMS AND CONDITIONS
Last Updated 11 March 2019
1 – INTRODUCTION
1.1 Welcome to “Settl.it” which is provided to you by Settlit Limited (“Settl.it”, “us”, “we” or “our”). Our registered office is at 20-22 Wenlock Road, London, England, N1 7GU and our registered number is 09913214.
1.2 Please read these Terms and Conditions (“Terms”) carefully. They set out the basis on which you are allowed to use our website (the “Service”) and the services and products available through the Service.
1.3 In addition to these Terms, your use of the Service may also be subject to other terms and conditions and policies which are referred to below.
2 – ACCEPTANCE OF OUR TERMS
2.1 These Terms govern the provision and use of the Service and will form a legally binding contract between Settl.it and you so please do take the time to read these Terms and make sure you understand them.
2.2 By using the Service, you agree to accept and be bound by these Terms. If you do not agree to accept these Terms you must not use the Service. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity. If you do not agree with our Terms, please do not use our Services.
2.3 Our Services are available for use in a business to business context only and not for use by consumers.
3 – ABOUT SETTL.IT’S SERVICES
3.1 Our Services provide an online platform through which business organisations (“Creditor”) with a financial debt from between £500 to £25,000 (“Debts”) can contact the relevant debtors of the Debts (“Debtor”) with a view to reaching an agreed settlement via a bidding process facilitated by our platform.
3.2 As a platform provider, we help facilitate an amicable conversation between the Creditor and the Debtor but we are not a party to these conversations or any settlement. We are a mere facilitator.
3.3 When both the Creditor and Debtor reach a settlement amount in accordance with these Terms and payment of that agreed settlement sum is made by the Debtor in accordance with these Terms, a “Settlement” is reached directly between the parties and it is binding between them. We are not a party to the Settlement.
4 – HOW SETTL.IT’S SERVICES WORK
Registration for Creditors
4.1 As a Creditor, in order to use our Service, you need to register as a user and open an account with us. By registering and using the Service, you represent that:
(a) you are at least 18 years old;
(b) you are entitled to act on behalf of your company or other legal entity and have the authority to bind that company or other legal entity to these Terms; and
(c) you have provided us with accurate and truthful information during any required registration process.
4.2 You will be required to open an account and you will be required to complete the registration process by providing certain information and registering a username and password for your use of the Service. You are responsible for maintaining the confidentiality of the username and password. You agree that we will be entitled to assume that any person logging into the Service or using the Service using your username and password is either you or someone doing so with your permission. You are responsible for any use of the Service under your username and password, including all financial charges and legal liability. We recommend that you change your password from time to time to assist with security.
4.3 If you believe someone has accessed the Service using your username and password without your authorisation, it is your responsibility to set up a new password. You agree to immediately notify us of any unauthorised use of your password or username or any other breach of security.
4.4 Once you have registered your account, you will be able to use the Service.
Using the Service
4.5 When using our Services as a Creditor, you will be asked to choose certain options and provide details, including the following:
(a) who the Debtor is and contact details of the Debtor (we will only contact the Debtor by email, so you only need to supply the relevant name, company name and email address);
(b) the amount of the Debt owing and whether you wish to upload any supporting evidence of the same which can be shared with the Debtor (such as outstanding invoices);
(c) the latest date that you wish to reach a Settlement of the Debt by (“Settlement Expiry Date”); and
(d) a minimum Settlement amount that you would be prepared to accept from the Debtor (“Reserve Settlement Amount”).
4.6 You agree that you are responsible for any and all information regarding the Debt that you wish to settle and the accuracy of the details submitted. You represent and warrant that you have, and will continue to have, all rights, permissions and consents to settle any Debts on behalf of the Creditor and to enter into a Settlement with the Debtor.
4.7 Once all required information has been submitted, we will notify the Debtor by email (to the email address you have supplied) that you claim the Debt is owing and that you are prepared to reach a settlement. This email to the Debtor will contain a link to our platform where the Debtor, should they wish to settle, can make bids to you reach such Settlement. This link is valid until the end of the Settlement Expiry Date. You acknowledge and agree that if you have not accurately completed the required information then we may be unable to contact the Debtor. You acknowledge that the Debtor may choose not to respond and we have no control of this.
4.8 We do not guarantee that the Debtor will respond to the notification email sent or that it will click on the link while it is valid.
4.9 Where the Debtor does wish to settle and they click on the link, they will be given access to a particular part of the Service and are given attempts at reaching an agreed amount to pay for the Debt. Where any such offers are below the Reserve Settlement Amount, we will automatically notify the Debtor that the offer made is not accepted and ask them to increase it by submitting a revised settlement bid.
4.10 Where any offer from the Debtor is at least of the value of the Reserve Settlement Amount or higher, we will notify the Debtor immediately at the time that such offer is accepted and the Debtor will be required to immediately facilitate the payment of the accepted offer sum in full via our third party payments provider, Payscout, (“Payment Provider”) in order to complete the Settlement. Once payment has been made, we will be responsible for transferring the agreed Settlement monies directly to the Creditor to the bank account details provided by the Creditor at the time of registration. The amount to be paid to the Creditor will be reduced by our Fee and the Payment Provider’s Commission. Further details about these are set out below.
4.11 Please be aware that once an offer is accepted and provided that the Debtor makes payment as described above, the Creditor cannot reject it.
5 – AVAILABILITY OF THE SERVICE AND ADDITIONAL OBLIGATIONS
5.1 In using the Service as either a Creditor or Debtor, you acknowledge that we cannot guarantee that the Service will:
(a) stay the same (as we might change the Service or remove it altogether);
(b) be compatible with all or any hardware or software which you may use;
(c) be available all the time or at any specific time;
(d) be accurate and up-to-date; or
(e) be error-free or free of viruses, electronic bugs, Trojan horses or other harmful components and you must take your own precautions accordingly.
5.2 You also acknowledge that:
(a) we cannot guarantee the performance or security of our Service; and
(b) we will not be responsible for any damage or loss you may suffer directly or indirectly as a result of any virus attack that can be traced to our Service to the fullest extent permissible by law.
5.3 You must not:
(a) interfere with, or disrupt, the Service or any servers or networks connected to the Service, including by transmitting any worms, viruses, malware, spyware or any other code of a destructive, malicious or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any page of the Service is rendered or displayed in a user’s browser or device;
(b) access the Service via a means not authorised in writing in advance by Settl.it, including but not limited to, automated devices, scripts, bots, spiders, crawlers or scrapers (except for standard search engine technologies);
(c) attempt to restrict another user of the Service from using or enjoying the Service and you must not encourage or facilitate the breach of these Terms by others;
(d) use the Service for any illegal or unauthorised purpose;
(e) (i) use the Service in any way; and/or (ii) upload or exchange any information, content or materials via the Service; which is or may reasonably be considered to be threatening, defamatory, libellous, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, or in breach of confidence; or
(f) change, modify, adapt or alter the Service or change, modify or alter another website so as to inaccurately imply an association with the Service or with Settl.it.
5.4 If you breach any of these Terms, your ability to access and use our Service may be terminated by us immediately. In such circumstances, you will still be responsible for honouring any Settlement agreed.
5.5 We reserve the right, in our absolute discretion, not to make the Services available to you for any reason. You acknowledge that we are not responsible for any non-compliance with or non-payment of agreed Settlements by the Debtor.
6 – FEES
6.1 Where a Settlement is reached, Settl.it shall be entitled to 10% of the total amount of the Settlement (“Fee”). Our Fee will be deducted from the sums due to you and will be paid to us directly by the Payment Provider.
6.2 In addition to our Fees, a commission of the Payment Provider of 2.5% of the total amount of the Settlement (“Payment Provider Commission”) may be deducted from the sums due to you.
6.3 As an example, if a £5,000 Debt is settled for £3,000 then a fee of £360 (10% plus VAT) and a Payment Provider Commission of £90 (2.5% plus VAT) will be deducted and you will receive £2,550.
6.4 All amounts referred to in these Terms are exclusive of VAT (and any other applicable sales taxes) which may be payable in addition at the prevailing rate.
6.5 We cannot control, and are not responsible, for any fees or charges that may be charged to you by your bank in connection with payments made by the Payment Provider and disclaim any liability in regard to such charges.
6.6 In the event of a chargeback, i.e. a demand by a credit-card provider for Settl.it or the Payment Provider to make good the loss on a fraudulent or disputed transaction by the Debtor or its credit-card company and the associated Settlement sums have been transferred to the Creditor, the Creditor agrees that Settl.it has the right to demand in full, the repayment of any such sums paid to the Creditor in connection with the same.
6.7 Due to the nature of the transaction there can be no right to cancellation or refund. If any such queries arise you should contact Customer Services.
7 – COMPLIANCE
7.1 In using the Services either as a Creditor or Debtor, you agree that you will at all times act in good faith with us and the other party and seek to resolve any Debts and reach Settlement as swiftly and amicably as possible.
8 – CONTENT AVAILABLE THROUGH THE SERVICE
8.1 Access – Your access to any information, data, images, photographs, videos and other content displayed on the Service (“Content”) is permitted in accordance with, and subject to your compliance with, these Terms.
8.2 Restriction on use – You must not:
(a) use, or cause others to use, any automated system or software to extract Content from the Service except in cases where you or any applicable third party has entered into a written agreement with us that expressly permits such activity; and
(b) use the Content for any illegal or unauthorised purpose.
9 – INTELLECTUAL PROPERTY IN OUR WEBSITE AND THE CONTENT
9.1 The design of the Services and all software contained within the Services and the Content are protected by copyright, trade marks, patents and other intellectual property rights and laws. Neither the design of the Services nor the Content may be copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of Settl.it.
10 – LINKING TO OUR WEBSITE
10.1 We will permit you to link to the home page of the Services provided you comply with the following:
(a) you only do so in a way that is fair and legal and does not take advantage of or damage our reputation;
(b) you do not suggest any form of association, approval or endorsement by us unless we have otherwise permitted; and
(c) you do not link to any other page of the Services other than the home page.
10.2 We reserve our right to withdraw our permission to link in section 10.1 at any time without notice.
11 – IF YOU BREACH THESE TERMS
11.1 If you are in breach of, or we suspect you are in breach of, these Terms then we may take any/all of the following actions:
(a) issue a warning to you;
(b) effect an immediate, temporary or permanent withdrawal of your access to your account and/or the Service. However you will remain responsible for all outstanding amounts on the Fee owing to us (if any);
(c) take legal action against you; and/or
(d) disclose such information to law enforcement authorities as we reasonably feel is necessary.
11.2 The responses described above at section 11.1 are not limited and we may take any other actions we reasonably deem appropriate.
12 – TERMINATION
We have the right to terminate your access to any or all of the Service at any time, without notice, for any reason, including without limitation, breach of these Terms. We may also at any time, at our sole discretion, discontinue the Service or any part thereof without prior notice and you agree that we shall not be liable to you or any third party for any termination of your access to the Service.
13 – WARRANTIES, DISCLAIMER AND LIMITATION ON LIABILITY
13.1 Settl.it warrants that it will provide the Service with reasonable skill and care and substantially as described in these Terms.
13.2 Other than the express warranty in this clause, the Service is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and without further warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
13.3 Settl.it makes no warranty that the Service will meet your requirements, that the functionality of the Service will be uninterrupted or error free, that defects will be corrected or that the Service or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
Our liability to you
13.4 You agree that to the extent permissible by applicable law, your sole remedy for any problems, issues or disputes arising from or in connection with the existence or use of our Service is to stop using our Service. Without prejudice to the foregoing, our maximum aggregate entire liability to you howsoever arising whether for breach of contract, tort (including negligence or otherwise) out of or in connection with our Service (including its existence, use or availability) is limited to direct losses only and shall in no circumstances exceed the full amount of the Settlement sum of the Debt to which the claim or action relates.
13.5 You agree you will have no claim against us, in respect of any decision to remove the Service or any decision to suspend or terminate your access to the Service.
13.6 In the absence of any negligence or other breach of duty by us, the use by you of the Service is entirely at your risk.
Your liability to us
13.7 You will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by us as a result of your breach of these Terms or default in the discharge of your obligations and you hereby indemnify and hold us harmless against the same.
13.8 Nothing in this section 13 shall have the effect of excluding or limiting either Settl.it’s liability or your liability for fraud or for death or personal injury caused by our/your negligence (as applicable or otherwise where not permitted by law.
14 – LINKS TO THIRD PARTY WEBSITES
The Service may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that Settl.it is not responsible for the content or availability of any such websites. We recommend you review those websites’ terms and conditions and privacy policies to ensure you are happy to use them.
15 – TRANSFER OF RIGHTS AND OBLIGATIONS
15.1 You may not transfer, assign, charge or otherwise dispose of any rights or obligations arising under or in connection with your use of the Service, without Settl.it’s prior written consent.
15.2 You agree that Settl.it may transfer, assign, charge or otherwise dispose of any rights or obligations arising under or in connection with the Service. You also agree that Settl.it may use third parties and sub-contract our obligations provided that we remain responsible to you for the performance of these Terms.
16 – YOUR PRIVACY AND COOKIES
The privacy of your personal data is important to us. Please see our Privacy Notice for details of how we will process your personal data.
17 SETTL.IT’S RIGHT TO AMEND THESE TERMS
17.1 Settl.it reserves the right to change, modify, add to, or delete portions of these Terms at any time including to reflect changes affecting the Service, our technology, our licensing arrangements, our payment methods, relevant laws and/or regulatory requirements.
17.2 If Settl.it do change the Terms, we will post the changes on this page and will indicate the effective date at the top. We may also communicate changes to you by email. You are responsible for regularly reviewing these Terms so that you are aware of any changes. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms. If you do not agree to (or cannot comply with) the Terms as amended, please do not use the Service.
18 – SEVERANCE
If any of these Terms should be found to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be removed and the remaining terms shall survive and remain in full force and effect and continue to be binding on and enforceable by both of us.
19 – THIRD PARTY RIGHTS
A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms but this section does not affect a right or remedy of a third party which exists or is available apart from that Act.
20 – GOVERNING LAW
These Terms and the use of the Service generally and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England.
21 – NOTICE
All notices given by you to us must be given to Settl.it at 20-22 Wenlock Road London N1 7GU or via e-mail at firstname.lastname@example.org.
We will give notice to you via the Service or using the contact information you provided to us as part of your registration.
Notice will be deemed received and properly served immediately when posted to the Service, 24 hours after an e-mail is sent, or three days after the date of posting any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to, and received by, the e-mail address provided by the addressee.
22 QUESTIONS OR COMPLAINTS?
22.1 If you have any queries at all regarding the Service, the items featured on the Service or any of the Terms, please contact us by:
(a) sending an e-mail to email@example.com;
(b) calling us on 0203 824 2480; or
(c) writing to us at 20-22 Wenlock Road, London, N1 7GU, marking your letter for the attention of The Managing Director.