Terms of Use

CovenantScope is operated by THINKERZ LTD, Company No. SC778478.

CovenantScope provides browser-based calculation, modelling and analytical tools relating to debt, financial covenants, credit analysis and associated financial metrics.

These Terms of Use govern your access to and use of the CovenantScope website and tools.

By accessing or using CovenantScope, you agree to these Terms.

CovenantScope is provided as an analytical and modelling resource only.

It does not provide:

• financial advice;
• investment advice;
• lending advice;
• credit advice;
• legal advice;
• tax advice;
• accounting advice;
• audit services;
• assurance services;
• regulated financial advice;
• credit ratings;
• credit scoring;
• lending decisions; or
• recommendations to enter into, amend, refinance or terminate any transaction.

Nothing on CovenantScope constitutes an offer, invitation, recommendation, representation or solicitation relating to lending, borrowing, investment, financing, refinancing, acquisition, disposal or any other financial or commercial transaction.

You should obtain appropriate professional advice before making decisions based on financial, contractual, legal, tax or accounting matters.

Use of CovenantScope does not create:

• an adviser-client relationship;
• lender-borrower relationship;
• fiduciary relationship;
• accountant-client relationship;
• solicitor-client relationship;
• agency relationship; or
• any other professional relationship

between you and THINKERZ LTD, CovenantScope or any person associated with them.

CovenantScope does not act on behalf of any lender, borrower, investor, creditor, shareholder or other party.

Financial covenants are contractual provisions, and their precise calculation depends on the relevant finance documents.

Terms including, without limitation:

• EBITDA;
• Adjusted EBITDA;
• Debt;
• Financial Indebtedness;
• Net Debt;
• Cash;
• Cash Equivalents;
• Finance Charges;
• Interest;
• Fixed Charges;
• CFADS;
• Debt Service;
• permitted adjustments;
• exceptional items;
• acquisitions;
• disposals;
• leases;
• intra-group balances; and
• other financial measures

may be defined differently between agreements.

Even apparently standard terms can differ materially between lenders, facilities and transactions.

The definitions, calculation methodology, testing requirements and other provisions contained in the relevant finance documents always take precedence over any description, default assumption, formula or methodology shown on CovenantScope.

CovenantScope does not determine whether you or any other person or entity:

• complies with a financial covenant;
• has breached a covenant;
• will breach a covenant;
• is in default;
• has experienced an event of default;
• has sufficient debt capacity;
• is solvent;
• is creditworthy;
• is entitled to borrow additional amounts; or
• satisfies any lender, investor or contractual requirement.

Any displayed indication of headroom, breach, compliance, capacity, stress tolerance or related output is a mathematical result based on the assumptions and figures entered into the tool.

It is not a legal, accounting, lending or contractual determination.

You are solely responsible for:

• selecting the appropriate tool;
• entering accurate, complete and current information;
• understanding the definitions contained in the relevant finance documents;
• determining how those definitions should map to CovenantScope inputs;
• determining whether adjustments are permitted;
• selecting appropriate covenant thresholds;
• checking calculation periods and testing dates;
• reviewing the methodology used;
• assessing whether the output is relevant to your circumstances;
• independently verifying all material outputs; and
• obtaining professional advice where appropriate.

Incorrect, incomplete, outdated or incorrectly classified inputs may produce incorrect or misleading results.

Any sample company, default figures, example calculations, scenarios, assumptions or pre-populated data are fictional or illustrative unless expressly stated otherwise.

They are provided solely to demonstrate how the tools operate.

They must not be treated as:

• market benchmarks;
• lending criteria;
• investment assumptions;
• financial forecasts;
• lender requirements;
• valuation guidance; or
• professional recommendations.

CovenantScope is developed with the intention of providing useful analytical tools, but THINKERZ LTD does not warrant or guarantee that:

• calculations are free from error;
• formulas are suitable for every finance agreement;
• results are complete;
• outputs are accurate for your particular circumstances;
• calculations reflect the interpretation of any lender or adviser;
• the website will always be available;
• errors will always be identified or corrected;
• results will meet any lender, investor or contractual requirement; or
• any particular interpretation of a covenant or financial measure is correct.

You must independently verify any material calculation before relying upon it.

CovenantScope outputs are provided for informational, illustrative and modelling purposes only.

You must not rely solely on CovenantScope when making decisions concerning:

• borrowing;
• lending;
• refinancing;
• investment;
• acquisition;
• disposal;
• dividend payments;
• distributions;
• covenant compliance;
• financial reporting;
• solvency;
• restructuring;
• waiver requests;
• lender negotiations;
• credit decisions;
• debt capacity; or
• any other material commercial, legal, accounting or financial matter.

Professional advice should be obtained where appropriate.

Outputs generated using CovenantScope must not be represented as:

• an audit opinion;
• accountant’s certificate;
• covenant compliance certificate;
• legal opinion;
• lender approval;
• credit rating;
• credit score;
• valuation;
• fairness opinion;
• assurance report;
• solvency opinion; or
• professional financial advice.

You are responsible for how any CovenantScope output is used, reproduced, communicated or presented to another person.

You are responsible for ensuring that you have the right to use any information entered into or used with CovenantScope.

This includes information derived from:

• credit agreements;
• facility agreements;
• management accounts;
• financial statements;
• forecasts;
• budgets;
• lender documents;
• due diligence materials; and
• other confidential or proprietary information.

You must not use CovenantScope in a manner that breaches confidentiality obligations, intellectual property rights, data protection law, contractual restrictions or any applicable law.

The current CovenantScope calculators are designed to process calculator inputs locally within your browser.

THINKERZ LTD does not intentionally store financial model inputs on its servers unless a particular feature expressly states otherwise.

You remain responsible for the security of information held on your own device and for ensuring that your use of the service is appropriate for the sensitivity of the information involved.

You may use CovenantScope for lawful personal, business and professional analytical purposes.

You must not:

• interfere with or disrupt the website;
• attempt to gain unauthorised access to systems or data;
• introduce malware, viruses or malicious code;
• scrape or systematically extract substantial parts of the website or data;
• reverse engineer protected components except where expressly permitted by law;
• copy, reproduce or commercially redistribute CovenantScope as your own product;
• use CovenantScope unlawfully, fraudulently or deceptively;
• use CovenantScope to facilitate unlawful activity; or
• misrepresent CovenantScope outputs as professional opinions issued by THINKERZ LTD or CovenantScope.

Unless otherwise stated, the CovenantScope website, branding, software, calculation interfaces, written content, graphics, design, methodologies and other materials forming part of the service are owned by or licensed to THINKERZ LTD.

Nothing in these Terms transfers ownership of those intellectual property rights to you.

You may use outputs generated through normal use of the tools for your own lawful analytical or business purposes, subject to these Terms.

THINKERZ LTD may, at any time:

• add or remove features;
• change calculation methodologies;
• update assumptions;
• modify website content;
• suspend parts of the service;
• restrict access; or
• discontinue the service.

No guarantee is given that CovenantScope, any particular tool, feature or output will remain available.

CovenantScope may contain links to or references to third-party websites, services or providers.

Such links do not imply endorsement, approval or responsibility.

THINKERZ LTD is not responsible for the availability, accuracy, content, security, services, products or actions of third parties.

To the fullest extent permitted by applicable law, CovenantScope is provided on an “as is” and “as available” basis.

THINKERZ LTD gives no express or implied warranty regarding:

• accuracy;
• completeness;
• reliability;
• availability;
• fitness for a particular purpose;
• suitability for a particular finance agreement;
• merchantability;
• non-infringement; or
• compatibility with any particular commercial, legal or financial requirement.

Nothing in these Terms affects rights or remedies that cannot lawfully be excluded.

To the fullest extent permitted by law, THINKERZ LTD will not be liable for any loss or damage arising from or connected with:

• your use of CovenantScope;
• your inability to use CovenantScope;
• any error or omission in the website or tools;
• any reliance placed on calculations or outputs;
• incorrect or incomplete inputs;
• interpretation of finance documents;
• use or disclosure of outputs; or
• interruption, suspension or withdrawal of the service.

This includes, without limitation:

• loss of profits;
• loss of revenue;
• loss of business;
• loss of anticipated savings;
• loss of opportunity;
• loss of goodwill;
• financing costs;
• additional interest;
• lender fees;
• covenant breaches;
• defaults;
• acceleration of debt;
• loss or withdrawal of financing;
• loss of data;
• business interruption;
• indirect loss;
• consequential loss; or
• special loss.

You remain responsible for independently verifying calculations and obtaining appropriate professional advice before making material decisions.

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

To the extent permitted by law, you are responsible for losses, liabilities, claims, damages and reasonable costs arising from:

• your unlawful use of CovenantScope;
• your material breach of these Terms; or
• your infringement of the rights of another person through your use of CovenantScope.

If THINKERZ LTD does not immediately exercise or enforce a right under these Terms, that does not constitute a waiver of that right.

If any provision of these Terms is held to be invalid, unlawful or unenforceable, the remaining provisions will continue in full force to the extent permitted by law.

Unless expressly stated otherwise, a person who is not a party to these Terms has no right to enforce them.

These Terms, together with the Privacy Policy and any other terms expressly incorporated into them, govern your use of CovenantScope.

These Terms and any non-contractual obligations or disputes arising out of or in connection with them are governed by the laws of Scotland.

Subject to any mandatory rights that may apply, the Scottish courts shall have jurisdiction to hear disputes arising out of or in connection with these Terms or your use of CovenantScope.

THINKERZ LTD may update these Terms from time to time to reflect changes to CovenantScope, applicable law, technology or the services provided.

The current version will be published on this page together with the date of the most recent update.

Your continued use of CovenantScope after updated Terms are published will be subject to the version then in force, to the extent permitted by law.

Questions regarding these Terms can be sent to: