Terms of Service | Cairnstone Capital

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Cairnstone Capital platform, website, and related services (the "Platform"). By accessing or using the Platform, you agree to be bound by these Terms.

The Platform is operated by Cairnstone Capital Ltd, a company registered in Scotland ("Cairnstone", "we", "us", "our").

Important: These Terms govern your use of the Platform. If you are approved for a financing facility, the terms of that facility will be governed by a separate Facility Agreement, which will be provided to you during the application process.

2. Eligibility

To use the Platform and apply for financing, you must:

Be a private limited company registered in Scotland ("Ltd")
Be authorised to act on behalf of the company applying for finance
Have the legal capacity to enter into binding contracts
Not be subject to insolvency proceedings, administration, or liquidation
Provide accurate and complete information in your application

We currently provide financing to Scottish law firms and professional services businesses. We may expand eligibility criteria in the future at our discretion.

3. Account Registration

To access certain features of the Platform, you must create an account. When registering, you agree to:

Provide accurate, current, and complete registration information
Keep your login credentials secure and confidential
Notify us immediately of any unauthorised access to your account
Accept responsibility for all activities under your account

We reserve the right to suspend or terminate accounts that violate these Terms or where we reasonably believe fraudulent activity has occurred.

4. Platform Services

The Platform enables you to:

Apply for invoice finance facilities
Upload and manage documents required for verification
Connect bank accounts via Open Banking for monitoring
Track facility utilisation and borrowing base
Request drawdowns against approved facilities
View statements and transaction history

Service Availability: We aim to maintain Platform availability but do not guarantee uninterrupted access. We may suspend services for maintenance, updates, or security reasons with reasonable notice where possible.

5. Application Process

When you apply for financing through the Platform:

Your application will be subject to our credit assessment process
You consent to us conducting identity verification, credit checks, and AML screening on your company and its directors/shareholders
You authorise us to obtain information from Companies House, credit reference agencies, and other third-party data providers
Submitting an application does not guarantee approval or any specific facility terms

We reserve the right to decline any application at our sole discretion without providing reasons beyond those required by law.

6. Data and Privacy

Your use of the Platform is subject to our Privacy Policy, which explains how we collect, use, and protect your personal data.

By using the Platform, you acknowledge and consent to:

The collection and processing of personal data as described in our Privacy Policy
The use of AI-assisted document processing (with human review of significant decisions)
Ongoing monitoring of connected bank accounts during your facility term
Periodic AML and adverse media screening as required by law

7. Your Responsibilities

When using the Platform, you agree to:

Provide accurate, truthful, and complete information at all times
Promptly update us of any material changes to your business, ownership, or circumstances
Use the Platform only for its intended purposes
Comply with all applicable laws and regulations, including anti-money laundering laws
Not attempt to circumvent security measures or access unauthorised areas
Not use automated systems (bots, scrapers) to access the Platform without permission

8. Prohibited Uses

You must not use the Platform to:

Commit or facilitate fraud, money laundering, or other criminal activity
Upload false, misleading, or forged documents
Misrepresent your identity or authority to act on behalf of a company
Interfere with or disrupt the Platform's operation or security
Violate the intellectual property rights of Cairnstone or any third party
Engage in any activity that could damage our reputation or business

Violation of these prohibitions may result in immediate account suspension, facility termination, and reporting to relevant authorities.

9. Intellectual Property

The Platform, including its design, features, content, and underlying technology, is owned by Cairnstone Capital Ltd and protected by intellectual property laws. You may not:

Copy, modify, or create derivative works from any part of the Platform
Reverse engineer or attempt to extract source code
Use our trademarks, logos, or branding without written permission

You retain ownership of documents and data you upload, and grant us a licence to use this content solely to provide our services.

10. Limitation of Liability

To the maximum extent permitted by law:

The Platform is provided "as is" without warranties of any kind, express or implied
We do not guarantee that the Platform will be error-free, secure, or continuously available
We are not liable for any indirect, incidental, special, or consequential damages arising from your use of the Platform
Our total liability for any claim arising from these Terms or your use of the Platform is limited to the fees paid by you in the 12 months preceding the claim

Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11. Indemnification

You agree to indemnify and hold harmless Cairnstone, its directors, employees, and agents from any claims, damages, or expenses arising from:

Your breach of these Terms
Your violation of any applicable law or regulation
Any fraud or misrepresentation by you
Your infringement of third-party rights

12. Termination

We may suspend or terminate your access to the Platform at any time if:

You breach these Terms
We are required to do so by law or regulatory authority
We reasonably believe your account is associated with fraudulent activity
You become insolvent, enter administration, or begin liquidation proceedings

Upon termination, your right to access the Platform ceases immediately. Any outstanding obligations under a Facility Agreement remain in force.

13. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by:

Posting the updated Terms on the Platform
Sending notification to your registered email address

Continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

14. Governing Law and Disputes

These Terms are governed by the laws of Scotland. Any disputes arising from or relating to these Terms or your use of the Platform shall be subject to the exclusive jurisdiction of the Scottish courts.

Before initiating legal proceedings, you agree to attempt to resolve any dispute informally by contacting us at legal@cairnstone.com.

15. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy and any Facility Agreement, constitute the entire agreement between you and Cairnstone regarding your use of the Platform.
Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.
Waiver: Our failure to enforce any right or provision does not constitute a waiver of that right or provision.
Assignment: You may not assign or transfer your rights under these Terms without our prior written consent.
Third-Party Rights: These Terms do not create any rights for third parties under the Contracts (Rights of Third Parties) Act 1999.

16. Contact Us

If you have questions about these Terms, please contact us:

Email: legal@cairnstone.com
Post: Cairnstone Capital Ltd, [Address to be added]