Partner Terms of Service

Acceptance of These Terms

These Partner Terms of Service ("Terms") set out the agreement between Goodloans Limited (Company Number: 12482742), trading as Fundably, a company registered in England and Wales with its registered address at 3rd Floor, 86-90 Paul Street, London, Greater London, England, EC2A 4NE ("Fundably", "we", "us", "our"), and the business identified during registration on our partner portal ("Partner", "you", "your").

You accept these Terms by confirming your agreement during registration on the Fundably partner portal at partners.fundably.com. These Terms take effect on the date you confirm your acceptance (the "Effective Date"). By accepting these Terms, you confirm that you are authorised to enter into this agreement on behalf of the Partner business you register. The company details, contact details, nominated bank account details, and the commission rate confirmed in your partner portal account form part of your agreement with us. Please keep your details accurate and up to date.

The version number and date of these Terms are shown at the top of this page. The version in force at the time of your acceptance is the version that applies to you.

Purpose

The purpose of these Terms is to set out the basis on which you will refer SME clients to Fundably to access finance solutions. Fundably arranges finance only for incorporated businesses (limited companies and LLPs) registered in the United Kingdom, and referrals should be limited accordingly; Fundably does not arrange credit for sole traders, unincorporated partnerships, or unincorporated bodies. Fundably will compensate you for successful referrals that result in brokered credit agreements.

Obligations of the Partner

1. Referrals. You agree to refer potential SME customers to Fundably.
2. Customer Information. You shall provide accurate and necessary customer information to facilitate the referral process.
3. Good Faith. You agree to make referrals in good faith, ensuring that the referred customers are likely to meet Fundably's criteria for financing and have a genuine need for the services provided by Fundably.
4. Compliance. You must comply with all applicable laws and regulations, including data protection laws, when handling and sharing customer information.
5. Tax. It is your sole responsibility to make all tax submissions and/or declarations in respect of the commission paid to you and to account for their correct and full amounts to the appropriate body and/or authority.
6. Tax Indemnity. You fully indemnify us against any and all tax, duty, penalties or otherwise in respect of such commissions.

Obligations of Fundably

1. Revenue Share. Fundably agrees to pay you a revenue share of the initial commission payment made to Fundably by the funding partner for each successfully brokered credit agreement for referred SME customers, at the rate confirmed in your partner portal account (30% unless otherwise agreed with you in writing), within 14 days of Fundably receiving payment from the lender.
2. Payment Method. Payments will be made via BACS to the bank account you nominate in the partner portal.
3. First Credit Agreement. Unless otherwise agreed with you in writing, commission is payable on the first credit agreement Fundably brokers for a referred customer. Subsequent or repeat funding arranged for the same customer does not attract further commission.
4. Clawback. If a lender reclaims, reduces, or requires repayment of commission paid to Fundably in respect of a referred customer (for example, following cancellation or unwinding of the credit agreement, early settlement, fraud, or misrepresentation), you will repay the corresponding proportion of the revenue share paid to you for that credit agreement. Fundably may instead deduct the amount from future payments due to you.

Confidentiality

Both parties agree to keep confidential all non-public information disclosed or obtained in connection with the partnership, including but not limited to customer information, referral details, and commission statements or amounts payable. Disclosure is only permitted as required by law or with prior written consent from the other party. For clarity, these published Terms are not themselves confidential.

Term and Termination

1. Term. This agreement shall commence on the Effective Date and continue until terminated by either party.
2. Termination. Either party may terminate this agreement with 28 days' prior written notice to the other party. Termination does not affect any rights or obligations related to referrals made before the termination date.

Changes to These Terms

1. Fundably may update these Terms from time to time. We will give you at least 30 days' notice of any change by email to the address registered in your partner portal account and/or by notice in the partner portal, together with the new version number and the date it takes effect.
2. If you continue to make referrals after the date a new version takes effect, you will be deemed to have accepted it. If you do not agree to a change, you may terminate this agreement by written notice at any time before the new version takes effect.
3. Changes do not affect commission accrued, or referrals made, before the new version takes effect. Each version of these Terms is identified by the version number shown at the top of this page.

Representations and Warranties

1. You represent and warrant that all the information contained in any referral and in any documentation provided to Fundably is true and accurate to the best of your knowledge.
2. You are not connected or interested in any business with which the referred customer is connected or interested, unless previously disclosed to Fundably in writing.
3. You comply with all relevant anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the Criminal Finances Act 2017.

Default

1. Upon receiving notice from Fundably, you will use your best efforts to assist in contacting and recovering from defaulting customer(s) you introduced.
2. You will immediately notify Fundably if you become aware of or reasonably suspect that an event of default has occurred under any credit agreement arranged by Fundably for a customer you referred.

Existing Customers

1. If a referred customer is already a customer of Fundably at the time of the referral, you will not be eligible for a commission for that referral.
2. Fundably will notify you if a referred customer is identified as an existing customer.
3. For clarity, an "existing customer" is defined as any customer who has an active or pending application with Fundably or has lodged a loan application with Fundably within the past 12 months.

Data Protection

1. You must ensure that you hold an appropriate registration pursuant to the Data Protection Act 2018 and UK GDPR to enable you to gather personal information and to pass it to Fundably for the purposes of this agreement.
2. Fundably reserves the right to request a copy of your data protection registration or notification at any time.
3. Before passing any personal data to Fundably, you must have a valid lawful basis for doing so under UK GDPR and must have provided the individuals concerned with appropriate privacy information covering the disclosure.
4. Each party acts as an independent controller of the personal data it processes in connection with this agreement. Fundably's handling of personal data is described in our Privacy Policy.

Trade Marks

You shall not use Fundably's name, logos, trademarks, or service marks in any materials including, without limitation, any publicity, advertisements, or other disclosures without Fundably's prior written consent.

Liability

1. Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
2. Subject to the above, neither party shall be liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, business, or goodwill, arising under or in connection with this agreement.
3. Subject to the above, each party's total aggregate liability arising under or in connection with this agreement is limited to the total commission paid or payable to you in the 12 months preceding the event giving rise to the claim.
4. This cap does not apply to your obligations under the Tax Indemnity in the Obligations of the Partner section or to repayments due under the Clawback provision in the Obligations of Fundably section.

General Provisions

1. No Joint Venture. This agreement does not create a joint venture, partnership, or agency relationship between the parties.
2. Governing Law. This agreement shall be governed by and construed in accordance with the laws of England and Wales.
3. Entire Agreement. These Terms, together with the details you provide in the partner portal, constitute the entire agreement between the parties and supersede all prior agreements or understandings. If you have entered into a separate written agreement with Fundably that expressly covers referrals, that agreement prevails over these Terms to the extent of any conflict.
4. Notices. Notices under this agreement must be in writing. Notices to Fundably should be sent to [email protected]. Notices to you will be sent to the email address registered in your partner portal account.
5. Assignment. Fundably may assign or transfer this agreement to an affiliate or in connection with a reorganisation or sale of its business. You may not assign or transfer this agreement without Fundably's prior written consent.
6. Third-Party Rights. A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

If you have any questions about these Terms, please contact us at [email protected].