Terms of use of the BCH Platform

1. Any words or terms contained in these Terms of use of the BCH Platform that are written with a capital letter are defined in the definition list included at the end of this agreement and can be found in the definitions list of the BCH Platform.

1. These terms of use provide the terms and conditions for the use of the tools services that TRFI may make available through the BCH Platform that include:
   1. Valuation Services (Article 3);
   2. Documentation (Article 5),
   3. Market Data (Article 6),
   4. Third party software (Article 7),
   5. Third Party Services (Article 8),
   6. BCH Hardware (Article 4);
   7. Maintenance (Article 9),
   8. Support (Article 10).
2. Subject to the terms and conditions of this terms of use, TRFI herewith grants to the Member, and the Member hereby accepts, the tools and services.
3. Services may be entered into or terminated through the BCH Platform.

1. The purpose of the services granted herein is restricted to the evaluation of credit facilities and Receivable portfolios owned or originated by Member, at the Member’s risk and account.
2. The Services may not be used for evaluation of any credit facilities or assets, which are not owned or controlled by the Member. Use of the Valuation Services in order to advise or to provide services to third parties, is not allowed, nor may the Member enable a third party to make use of the Valuation Services.
3. The services are provided to Authorised Representatives only.
4. The services are exclusive, non-Transferable and non-assignable.
5. The services are solely for use in accordance with the purpose as set forth in clause 3.1 of the Terms of use of the BCH Platform above. Activities such as but not limited to, reverse engineering, disassembling, decompiling, decrypting, modifying and debugging are explicitly not allowed, to the extent permitted by mandatory law.
6. TRFI reserves the right to take certain preventative or corrective actions when the services are used illegally or not in accordance with this Agreement. User's Access to the services may be suspended or terminated immediately upon the discovery of a serious first time violation of this Agreement or for repeat offences in appropriate circumstances.
7. Each Member and its Authorised Representative(s) shall protect ensure Security of information in the BCH Platform as follows:
   1. They shall protect the Access and integrity of the services from unauthorised Access.
   2. They may Access and use only those services for which they have authorization.
   3. They are accountable for all terminal activity and transactions entered through the use of their login names, accounts, passwords, tokens and hosts.
   4. They must keep passwords secure and may not share accounts. They are responsible for the Security of their passwords and log-in/account names.
   5. Passwords shall be committed to human memory and not written down.
   6. Passwords may not be used in any automated log-on process (such as being stored in a macro or function key).
   7. Hosts with Access open to the services may not be left unattended by them. When there is a needs to leave the host unattended, the computer must be locked or a session with the services shall be interrupted.
   8. For terminating a session with the services they must use a correct log-off process as required in the User manual. Switching off the equipment is not secure and can therefore be not sufficient.
   9. Tokens, keyboards and/or any other hardware, as well as manuals, descriptions and other related User information provided or copied remain at all times property of TRFI and shall be treated as such.
   10. Security breaches shall be reported to TRFI and only to TRFI.
   The following lists shall constitute unacceptable use, but is by no means exhaustive:
   1. Use of the services in ways that interfere with others, or that consume the TRFI resources in a way the services are not intended.
   2. Attempts to degrade the services performance or capability, or attempts to damage these products or intellectual property of TRFI.
   3. Unauthorised Access to the services.
   4. Offering to sell, Transfer, assign, publish, distribute, disseminate, allow Access to or convey any of the software, databases or documents or executing such Transfer.
   5. Revealing account names and password to others or allowing use of an account by others.
   6. Circumventing the authentication or Security of any host, network or account.
   7. Effecting Security breaches in the services themselves or in connections to them, or disruptions of network communication. Security breaches include, but are not limited to, Accessing data of which the Member is not an intended recipient or logging into a server or account that the employee is not expressly authorized to Access.
   8. Transmitting Security breaches or any part of it to any other party than TRFI.
   9. Using BCH Hardware for purposes other than Access and Authorisation to the services
   Allegations of conduct that is believed to constitute unacceptable use must be reported to TRFI, so that TRFI can take measures to avoid this type of use. For Security and network maintenance purposes, authorized individuals within CTC AS may monitor equipment, systems and network traffic at any time. When any use of information technology at TRFI presents an imminent threat to other Users or to the TRFI' technology infrastructure, its operations and to CTC AS itself, TRFI may take whatever steps are necessary to isolate the threat, without notice if circumstances so require. This may include changing passwords, locking files, disabling computers and databases, or disconnecting specific devices or entire sub-networks from TRFI data networks. TRFI will restore connectivity and functionality as soon as possible after identifying and neutralizing the threat. Unauthorized use of services may result in legal action. TRFI reserves the right to audit networks and systems on a periodic basis to ensure compliance with this policy.

1. For the term of this Agreement, TRFI may provide the Member with BCH Hardware.
2. The BCH Hardware is owned by and will at any and all times remain owned by TRFI.
3. The Member will use and maintain the BCH Hardware provided with due care. Any damages due to normal wear and tear of the BCH Hardware will be for the account of TRFI. Any other damages, loss or breakage will be for the Member’s account.

1. For the term of this Agreement, TRFI will provide the Member Access to the CTB Secure Website. This CTB Secure Website contains various documents, including documents for the use of the BCH Platform.
2. This documentation shall only be used by the Member and by personnel of the Member required to review the documentation to execute their responsibilities.
3. Upon termination of this agreement the documentation and any copies made must be destroyed or returned to TRFI.

1. The Market Data Uploaded in the databases are available under a license agreement from the Market Data vendors.
2. Member acknowledges that the Market Data vendors have exclusive proprietary rights to the Market Data, and Contractant agrees that it shall not furnish such Data to any person or entity for reuse or retransmission without the prior written consent of CTC AS or the applicable Data Vendor.
3. Member shall not use or permit any third party to use the Market Data for any unlawful or unauthorized purpose. In the event that Member is engaged in, or permits another to engage in, any unlawful or material misuse of the Market Data, TRFI may, in addition to its other remedies, immediately cease providing services to the Member.
4. Member expressly understands and agrees that the Market Data which is available through the services is licensed by the applicable data vendor to TRFI for redistribution, and that the availability of such Market Data to Contractant shall cease automatically, without liability on the part of TRFI, the data vendor or its third Party providers, upon termination of the data vendor's license in accordance with its terms. TRFI has the obligation to do its best effort to purchase new Market Data from a new data vendor in order to perform the services to the Member under this Agreement. In case no new Market Data can be provided and delivered under the services, the Member has the right to terminate this Agreement.
5. TRFI may from time to time and in its sole discretion add to or change any of its data vendors for any reason.
6. Member acknowledges that, due to the possibility of human or mechanical Error in their sources of information, neither TRFI nor any data vendor can guarantee the accuracy, adequacy or completeness of the Market Data or the information contained in the databases. Accordingly, Member agrees that TRFI and data vendors shall have no liability for any delays, inaccuracies, Errors in or omissions in the Market Data or for any damages, consequential or otherwise, arising therefrom or occasioned thereby regardless of the cause or source of such Error or omission.

1. The BCH Platform uses certain third party software in delivery of the services.
2. TRFI has obtained proper licensing from the third parties.
3. TRFI relies on these parties resolving any Errors and cannot therefore provide more warranty to resolving Errors in this software than these parties may give under their respective licenses.

1. TRFI uses services from third parties in delivering its services including hardware and system maintenance providers.
2. TRFI has done and will do its best effort to make sure that these third party services are provided on a continuous basis to TRFI. TRFI will endeavour to replace the service providers with adequate parties in case of deterioration of the services of such service providers.
3. TRFI does not warrant appropriate operation of these service providers.

1. TRFI will initiate preventive and corrective maintenance at its sole discretion.
2. TRFI will endeavour to implement its maintenance and repairs outside Support Hours as much as possible, but it cannot give any guarantees in this respect. Member acknowledges that due to maintenance and repair activities, some of the Services may be temporarily unavailable.
3. TRFI will implement Modifications, and Updates at its sole discretion. Contractant will accept such Modifications, and Updates that are implemented on TRFI ’s central server, provided that:
   1. TRFI will use its best efforts to ensure that such will not lead to any reduction or deterioration of the Services; and
   2. TRFI will properly test any Modification and Updates prior to implementation on its central server; and
   3. TRFI will endeavour to give Contractant proper notice of such Modification 2 Business Days in advance or Update 2 Business Days in advance, except in case it involves an emergency Error repair on the BCH Platform. Any announcement may be changed without prior notice.
4. TRFI has the intention, but does not have the obligation, to provide Modifications and Updates and will only do so at its sole discretion.

1. For any problems regarding the operability or functionality of the services that cannot be solved by consulting the BCH Platform, TRFI has a helpdesk. The helpdesk may provide support to Members in the area of:
   1. Errors in TREFI
   2. Error in Market Data
   3. Error in Decision Measure
2. The helpdesk can be reached by registering a Support Request in BCH Platform.
3. TRFI does not provide any support itself. To resolve support requests, TRFI relies on its service providers. Helpdesk’s response time for Support Requests to Users will be on a best effort basis by the service providers of TRFI.

1. Member will provide data with the specifications as specified on the BCH Platform.
2. If any of data is personal data, Member will ensure that in this respect all applicable regulations regarding the privacy of the persons involved are obeyed, and it will take up all liabilities arising of such data being stored within Member. Furthermore, Member authorises TRFI to store, use and process such data in the name of Member. Member will comply with all instructions given by TRFI with regard to the Security of such personal data. Member indemnifies and holds TRFI and other TRFI group companies fully harmless against any and all Receivables relating to or arising out of any non-compliance by Member with regard to the obligations laid down in this clause.
3. TRFI at its side ensures that it will observe all applicable privacy laws and regulations and that it will take all state of the art measures in order to secure any personal data. TRFI will not disclose any of the data unless its is part of the service.

1. Remunerations for the above-mentioned services (if any) are laid down in the Price List, which is available at the BCH Platform.
2. All fees mentioned are exclusive of VAT and other governmental levies, for which Member will reimburse TRFI if applicable.
3. The Payment Term is 15 days after the invoice date.
4. All payments by Member will be first applied against the oldest of any outstanding invoices, irrespective of any other indication by Member.
5. Member will not be entitled to any postponement of payment, set-off or reduction of his invoices.
6. If Member fails to pay any invoice within the Payment Term, Member will be in default without any warning or notice of default being required. From that moment, until the day of payment in full, an interest of 1% per month shall accrue on the outstanding amount. In the event said interest is not permitted under any mandatory provision of law, the applicable statutory interest will apply. In case of a payment default of the Member, TRFI will be entitled to withdraw Access to the service without Member being released from its obligations under this Agreement.
7. If Member continues to be in default of its obligation to pay for the outstanding amount plus the accrued interest, TRFI may place the matter into the hands of a debt-collecting agency or a lawyer and may charge collection costs, either in law or out of law which shall be for Member’s sole account. The amount of the collection costs will be determined of at least 15% of the Principal sum, with a minimum of EUR250 or equivalent in the relevant currency.

1. Although CTC AS provides its best efforts with regard to the Valuation Services, the Valuation Services are being provided “as is”. CTC AS explicitly makes no warranty, either express, implied or statutory (to the extent permitted by mandatory law) as to their use, results, merchantability, or fitness for any particular purpose and non-infringement of third Party’s rights. CTC AS does not warrant that the Valuation Services will meet Contractant’s requirements or its expectations as a result of the Sales effort of the Advisory Services Provider or that their operations will be uninterrupted or that these Services are Error free. Contractant’s use of the Valuation Services is for its sole risk and account. CTC AS assumes no responsibility for the use of the Valuation Services and explicitly disReceivables all liability with regard to such use.
2. CTC AS does not accept any liability for damages arising out of or relating to any defect, fault, disruption or discontinuation of (the use of) the Valuation Services as a result of events that are beyond its control, such as but not limited to problems with regard to the Access, disturbances of the Internet, power failures, telecom failures and problems with regard to the deliverance of services by Contractant’s or CTC AS’s suppliers.
3. The statutory liability of CTC AS due to an attributable failure in its performances under the Agreement will be limited to Compensation of any direct damages or loss. Such Compensation will not exceed an amount equal to the total sum of payments made or to be made by Contractant in the year such damages occur, and will under no circumstances exceed the amount equal to three (3) months of the fees as laid down in the TREFI Pricing Policy. A series of connected or related incidents or events will in this respect be regarded as one incident or event.
4. Direct damages within the scope of the Agreement shall strictly mean the costs reasonably incurred by Contractant in order to remedy or to terminate CTC AS’s attributable failure, the reasonable costs incurred in order to prevent or reduce any damages and the reasonable costs incurred in order to determine the scope of the damages. In the event Parties have agreed upon any binding deadlines, the reasonable costs incurred for taking any necessary measures, to be decreased by any savings, shall also be regarded as direct damages.
5. Under no circumstances CTC AS will be liable for indirect damages, such as but not limited to any consequential damages, loss of profits and loss of turnover.
6. No employee, Advisory Services Provider, representative or Affiliate of CTC AS has authority to bind CTC AS to any oral representation or warranty concerning TREFI or Valuation Services provided to Contractant.

1. All (intellectual) property rights, copyrights and trade secrets relating to the Services, as well as all other materials developed or used for the preparation or execution of the Agreement or deriving thereof, are the exclusive ownership of CTC AS or its suppliers, such as the Data Vendors and Third Party Software suppliers (for the purpose of this clause combined as CTC AS). Nothing in the Agreement intends to Transfer any (intellectual) property rights to Contractant or any other Party. Under the Agreement, only a Service is being granted, with the restrictions as laid down herein.
2. CTC AS cannot and will not provide any warranties with regard to the intellectual property rights. However, in the event any third Party alleges CTC AS or any of the CTC AS group companies of infringing its intellectual property rights by carrying out the Valuation Services or otherwise making available the Software, CTC AS may at its own discretion take remedies such as but not limited to replacing the Software.
3. Contractant will not remove, make illegible or change any indication of ownership of any (intellectual) property rights. CTC AS may take technical measures for the protection of its Valuation Services, specifically its Software and Databases, and the CTC AS Hardware. Contractant is not allowed to remove or to circumvent such technical measures.
4. “TREFI” is registered trademark and may not be used or reproduced without the written consent of CTC AS.
5. Contractant Data will remain the exclusive (intellectual) property of Contractant or its Affiliates.

1. Parties will ensure that they keep all Confidential Information, in whatever form, they receive from the other Party strictly confidential.
2. Confidential Information includes:
   1. Any information concerning the services or any materials it has received from the other Party;
   2. Information or material know by the Party to be proprietary or confidential to the disclosing Party;
   3. Information designated or identified as proprietary, private, restricted, confidential and or secret by the disclosing Party;
   4. Information about the TREFI acquired or generated;
   5. Trade secrets, know-how, formulations, techniques, equipments, materials and products, financial data, data reports, computer software, development roadmap, functional specifications, designs, and other information regarding sources of purchase and supply, term sheets, presentations, marketing or other projects of that Party; and
   6. Contractant Data.
3. Except: for Permitted Disclosures; or with the written consent of the relevant Party, no Party shall, throughout the duration of the Agreement or after its termination, disclose any Confidential Information which that Party has acquired under or in connection with the Agreement and the performance of its obligations there under.
4. Permitted Disclosures comprise any disclosure:
   1. in connection with any proceedings arising out of or in connection with the Agreement or the preservation or maintenance of its rights or the rights of any Party;
   2. required by an order of a court of competent jurisdiction or any competent judicial body;
   3. required by any governmental, supervisory or regulatory body (including any relevant stock exchange) whose regulations that Party is required or accustomed to act in accordance with;
   4. to the auditors or legal or other professional advisers or Insolvency Officials of any Party or, to the extent applicable, to the rating agencies who are required in the course of their duties or role to receive such information;
   5. of statistics, including risk ratings, behaviour indicators, AFC, generated or calculated using the data, as long as it is not disclosed which Contractant or Affiliate provided the data, or which underlying transaction were used to calculate such indicator (if not Contractant Data) and only between Users of the Services.
   6. of invoices and related information, including payments, credit notes, conversations and contracts to the company or person this invoice is addressed to, or to the collection agent the collection is assigned to by Contractant.
5. The restrictions in clause (d) do not apply to:
   1. Employees or Directors of the Parties any part of whose functions are or may be in any way related to the Agreement;
   2. information already known to a recipient otherwise than in breach of this clause;
   3. information also received from another source on terms not requiring it to be kept confidential; and
   4. information which is or becomes publicly available otherwise than in breach of this clause.
6. CTC AS and the Advisory Services Provider will not make public any information regarding the Agreement and its relationship with Contractant, without Contractant’s prior written consent.
7. Parties and the Advisory Services Provider will impose their obligations of confidentiality and non disclosure also on their employees, their directors, agents and third Parties hired by them for the performance of their obligations under the Agreement.

1. Any and all notices by CTC AS under the Agreement will be sent to the Contractant’s registered address.
2. Notices intended to have legal consequences, such as termination, dissolution or a notice of default, will be sent in writing to CTC AS by recorded delivery. Any other notices may be sent by regular mail, facsimile or email.
3. CTC AS may also publish general notices on its website. It is the Contractant’s responsibility to regularly verify www.capitool.com for any of such general notices.

1. Contractant may not assign any of its rights or obligations hereunder without CTC AS’s prior written consent.
2. CTC AS may assign its rights and obligations under the Agreement to CTC AS group of companies without prior written consent of Contractant, provided that the continuation and Security of the Valuation Services will not be compromised.

1. There will be no attributable failure by CTC AS in the event of force majeure.
2. If the force majeure continues for a period of 60 consecutive days, Contractant shall be authorized to dissolve the Agreement out-of-court by giving written notice. Such dissolution does not oblige CTC AS to pay for any damages or loss suffered by Contractant as a result of the force majeure. Contractant will not be released of any payment obligations with regard to Valuation Services already delivered prior to the force majeure occurring.

1. The Agreement will enter into force on the Effective Date and is effective until terminated.
2. The Agreement may be terminated by Contractant giving at least three (3) months written notice.
3. In the event either CTC AS or the Contractant shall fail or refuse to perform any of its material obligations hereunder and does not reasonably remedy such failure, after having received written notice from the other Party, imposing an reasonable period to remedy such failure, the other Party may, without waiving any other of its contractual or statutory rights, immediately dissolve this Agreement out-of-court by means of a written Notification. Such dissolution does not release Contractant from any payment obligation regarding any Services already delivered by CTC AS, unless CTC AS is in default with regard to such delivery.
4. CTC AS and Contractant may immediately terminate the Agreement by giving written notice to the other Party, if:
   1. Such other Party applies for a moratorium on payments, is declared bankrupt or otherwise ceases to meet its financial obligations;
   2. Such other Party suspends or discontinues its business activities.
5. Immediately after termination, for whatever reason, Contractant will cease any and all use of the Valuation Services and the results of the Valuation Services. Contractant will furthermore return, destroy or permanently remove all TREFI Documents and will immediately return all CTC AS Hardware and other materials received from CTC AS. Contractant will give a written confirmation to CTC AS that all such materials have been returned to CTC AS or either destroyed or removed.
6. At termination, for whatever reason, the provisions that by their nature are destined to survive such termination will remain in full force.

1. CTC AS may vary the TREFI Pricing Policy from time to time to reflect price index and changed underlying service costs.
2. CTC AS may vary the Tools functionality as long as the functionality is not reduced.
3. CTC AS may vary the Terms of this Agreement as long as the continuity of the services is not compromised.
4. Any variation will be available on the TREFI Secure Website for at least twenty (20) Business Days before the relevant variation takes effect.

1. The Agreement contains the true and complete agreement between Parties with respect to the subject matter hereof and shall set aside all prior agreements, regardless of their form, with regard to the same subject matter.
2. CTC AS explicitly rejects the applicability of any TRFI General Terms and Conditions of Contractant.
3. In the event that any provision of the Agreement shall be determined to be null, void or unenforceable, such provision shall not render the Agreement or any other provision thereof null, void or unenforceable. In such event, Parties will mutually agree upon a new provision that will replace the old provision, which new provision will be of similar, but enforceable, effect.
4. No provision of, right, power or privilege under the Agreement shall be deemed to have been waived by any act, omission or acquiescence on the part of either Party, but only in an instrument in writing, signed by an authorized representative of the Party against whom the waiver is sought to be enforced. No waiver by any Party of any breach or default of any provision of the Agreement by the other Party shall be effective as to any other breach or default, whether of the same or any other provision of this Agreement, whether occurring prior to, concurrent with, or subsequent to such waiver.
5. Contractant agrees that during the term of the Agreement and for a period of twelve months after termination thereof, Contractant will not solicit or hire any of CTC AS group companies’ employees as an employee, agent or independent consultant. CTC AS group companies’ employee in this respect means any person who has been working for CTC AS group companies under an employment Contract at some moment during a term of six months prior to termination of the Agreement.
6. Each Contractant understands the importance of the continuity of the Services. Therefore no Contractant shall petition, commence, join or be Party to any proceedings for any Insolvency Event in respect of CTC AS or any of the CTC AS group companies, its employees, its shareholders, its management or trustees; or may commence, join or be Party to any proceedings against any shareholder, trustee, officer or employee of TRFI in respect of any claim it may have against CTC AS or in respect of any act or omission of any kind by that shareholder, supplier, trustee, officer or employee in relation to any TREFI Documents.
7. Contractant and Users will not harass, defame or otherwise TREFI or the Services in any manner.

Definitions

1. Access the electronic network (in general a secure Internet connection, complying with CTC AS’s information security policy) through which the Tools and the Valuation Services are made accessible and are being used by Contractant. The specifications for the Access and the prerequisites for the use of the Tools and the Valuation Services are provided on the TREFI Secure Web and are the Contractant’s full responsibility; the network connection and the maintenance thereof is at the Contractant’s risk and expense.
2. Access Credentials means the username, password, hardware token, host, and any other code or device required by a Person or Authorised Person to gain entry to the BCH Platform and Execution of Activities.
3. Activities means the plural of an Activity.
4. Activity means the functionality of the BCH Platform that may be used by a Person or an Authorised Person on behalf of an BCH Party, consisting of:
   1. entering data in an electronic form;
   2. validating the information entered into the electronic form;
   3. using the relevant button to initiate Execution;
   4. verifying the identity of the Authorised Person or Authorised Person carrying out the Activity by completing the second factor of authentication;
   5. placing a digital signature on the Activity Contract; and,
   6. the performance by the BCH, of the BCH Platform’s requested business logic by implementing the Activity purpose, including implementing of the BCH Service.
5. Affiliate any corporation, company or other entity that directly or indirectly is controlled by, or is under common control with the, Principal. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
6. Agreement the agreement as laid down in the current document.
7. Authorisation any authorisation, license, approval, resolution, exemption, filing, notarisation, registration, consent, permit or other permission.
8. Authorised Representative
   1. each private individual appointed from time to time by the Affiliate Parties to represent them for the purposes of TREFI, in particular, to sign and accept notices, schedules, offers, bids and other documents on their behalf and to execute payments on their behalf; and
   2. if there is no longer any Affiliates Representative in office, until one or more replacement persons are appointed to such role as set out under 1 above, any private individual who is a director or similar officer of the Principal and who is authorised to act on its behalf, it being noted that there should always be at least two separate Affiliates Representatives as per the appointment referred to under 1 above, each authorised to act individually.
9. BCH the abbreviation used in the BCH Service Regulations, the BCH Agreements and the BCH Platform for the Business Clearing House as may be further defined in the pertinent BCH Auto Regulation.
10. BCH Agreement refers to this agreement between a Group and TRFI in which all general agreements pertaining to the use of the BCH Platform and the sale and transfer of Receivables are laid down.
11. BCH API means the application programming interface that the BCH provides for the accessing of data and the Execution of Activities, including the registration of Documents, on behalf of an Authorised Person suitable for the use by computers.
12. BCH Hardware means all physical components of the Access Credentials, including the USB security token.
13. BCH Parties means each BCH Party
14. BCH Platform refers to the software and infrastructure that is available on the web and mobile applications provided in respect of which the terms and conditions of use must be accepted by each user and by the Member before they can use the BCH Platform.
15. BCH Repository means the financial assets recorded in all Custody Accounts, which are held in the name, and for risk and account, of the holder (Member, Participant) of the Custody Account and maintained in complete segregation from the assets and operations of the BCH and its directors.
16. Business Day any day (other than a Saturday, a Sunday and any public holidays), on which financial institutions are open for doing business.
17. Buyer means the buyer of a good or service, responsible to Settle the related Receivable.
18. Compensation means the penalty amount which may become due as a result of the Trigger Effect Compensation.
19. Confidential Information any information relating to:
    1. CTB;
    2. TREFI;
    3. any Affiliate;
    4. any Warehouse Provider;
    5. any TREFI Service Provider;
    6. any TRFI; or
    7. any Warehouse Funder,
    in whatever form (including information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information), as further specified in Clause Confidentiality of the TREFI Terms.
20. Contract in relation to any Receivable, the agreement between the relevant Seller and Debtor whose terms govern the sale of goods or provision of services which gave rise to that Receivable.
21. Contractant the legal entity party to this TREFI Member Agreement, including for the purpose of this agreement its Affiliate(s).
22. CTB Secure Website the HTML help pages of CTB:
    1. which can only be accessed through CTB;
    2. as to which a detailed description is provided to the CTB users as to the use of TREFI and CTB; and
    3. as to which a certain level of access will be available to the various CTB users, depending on the specific status they have in CTB.
23. Document means a message, communication or instruction that is submitted to the BCH through the BCH API.
24. Entity is a natural person, legal entity or other form of organisation, including a trust and co-ownership, that is entitled to conduct business under relevant country laws or be the owner of titles.
25. Error a discrepancy between the any document and the CTB system implementation.
26. Insolvency Event means the situation in which a person or Entity becomes subject to Insolvency Proceeding.
27. Insolvency Proceeding means the following legal processes:
    1. the bankruptcy, moratorium of payments, winding up, liquidation, dissolution or administration of such person;
    2. the appointment of a receiver or administrative receiver, insolvency trustee or similar officer in relation to it or any of its assets; and
    3. any proceedings or events equivalent or analogous to any of the matters listed above, under the law of the jurisdiction in which such person is incorporated, or, as applicable, as the status of resident.
28. Market Data means financial and corporate information which the BCH acquires from Market Data Suppliers, and which may be conditionally shared with BCH Parties.
29. Market Data Supplier means a supplier of Market Data to the BCH.
30. Member means an Entity that is bound to the Member Agreement.
31. Member means and entity that is bound by the BCH Agreement.
32. Notification means the act whereby a Buyer is notified of the Transfer of a Receivable owed by it to an Member.
33. Parties refers to every party to a given agreement.
34. Party each person that is a party to an Affiliate Master Agreement, a Warehouse Master Agreement or any other TREFI Document entered into by TRFI on the one hand and one or more Affiliate Parties, Warehouse Providers, Warehouse Funders or TREFI Service Providers on the other hand, in relation to TREFI.
35. Payment Term in relation to any Receivable, the maximum number of days after the invoice date for that Receivable that the relevant Debtor has been granted, in accordance with the general terms and conditions of the Contract or invoice, to pay that Receivable in full.
36. Permitted Disclosure a disclosure of Confidential Information which a Party is permitted to make, as set out in the Clause Confidentiality of the TREFI Terms.
37. Price List means the list of the prices of the BCH published on the Secure Web in which the cost of the use of the BCH are listed.
38. Principal an Affiliate who has become an Affiliate Party as the Principal, whether as an Original Affiliate Party or through the execution of an Affiliate Accession Letter.
39. Receivable in relation to a sale of goods or a provision of services by a Seller to a Debtor, any and all amounts owed to that Seller from that Debtor in respect of the sale of those goods or the provision of those services.
40. Receivable is a Receivable or Payment Title that represents an amount owed by a Buyer to a Holder.
41. Receivables refers to the Receivables of a Seller in respect of its Debtors, the invoices or bills which have been raised (including, without limitation, the interest, the principal and any advance payment of fines), which claims ensue from a Contract and in relation to which the Group has indicated that pursuant to an Arrangement on the TREFI Platform, they will be sold and transferred to TRFI as the Receivable Buyer.
42. Sale the sale and purchase of Qualifying Receivables by (a) Seller(s) as seller(s) to TRFI as purchaser, in accordance with the Affiliate Documents and pursuant to Clause 5.1 (Sale) of the TREFI Terms.
43. Security any mortgage, pledge, lien, hypothecation, charge, assignment, deposit by way of security or any other agreement or arrangement (whether conditional or not and whether relating to existing or to future assets), having the effect of providing a security or preferential treatment to a creditor (including set-off or netting, title retention, defeasance or reciprocal fee arrangements).
44. Support Request means a request related to a perceived or identified Error in TREFI and not described in TREFI Secure Website, which can be submitted through TREFI.
45. Third Party Services means services provided in relation to, or in connection with, the BCH, but which are not provided under responsibility of the BCH or registered and recorded in the BCH Repository and do not fall under the responsibility of the BCH.
46. Transfer means the combination and instantaneous, concurrent and linked execution of:
    1. a transfer of an asset in a Custody Account to another Custody Account; and,
    2. a credit of funds (and/or titles) in the Custody Account for debit in the other Custody Account and the charging of the relevant Transaction Fees and BCH Service Fees.
47. Transfer the transfer of the legal title of Qualifying Receivables, which are the subject of a Sale, by (a) Seller(s) as transferor(s) to TRFI as transferee, in accordance with the TREFI Documents.
48. TREFI means the infrastructure, which consist of valuation, management and finance tools and the finance methods, accessible through secure.trefi.com.
49. TREFI Special Purpose Entity a limited liability company established and owned by TRSB of which the purpose is limited to acting within TREFI as a TRFI or Warehouse Funder, that must comply with an Acceptable Policy
50. TRFI a TREFI Special Purpose Entity established for the purpose of purchasing Receivables and receiving WH Facilities within TREFI.
51. TRFI General Terms and Conditions refers to TRFI\'s general terms and conditions, which are available at the CTB Secure Website.
52. Upload the Upload Data or Upload Process, as the context requires.
53. User an Employee or Director, who subscribes to the Services and was identified by Contractant or its Affiliate as a person authorized to use the Valuation Services and has access to the Services.
54. Valuation Services (or Services): the combination of and interoperability between the Tools, the Software and the Databases.
55. WH Facilities a collection of WH Facility