INFUND TECHNOLOGIES LIMITED
BORROWER PLATFORM TERMS AND CONDITIONS
This document (the Terms) sets out the terms and conditions on which InFund Technologies Limited (we, us, InFund) will provide you with the InFund Technologies lending platform (the Platform). Please read this document carefully and print a copy for your records. A link to the latest version will be available to you on the Platform.
Every effort has been made to keep these terms in plain English and understandable. It is important that you read the document carefully for your benefit and protection. Please contact us if there is anything which you do not understand or with which you disagree.
1 The Agreement between us
1.1 The agreement between us and you (the Agreement) comprises:
· the Application Form;
· these Terms;
1.2 The Agreement represents all the terms agreed between you and us regarding our Platform Services (as defined below) unless we supplement or vary this Agreement in writing. This Agreement supersedes any earlier agreement between you and us dealing with the same services.
1.3 This Agreement shall come into force on the date on which we notify you that we have accepted you as a Borrower (the Effective Date).
2.1 In this Agreement, unless the context otherwise requires:
“Application Form” means the on-line application form to become a Borrower which can be found on the Website
“Borrower” means a company who has been approved by InFund for admission to the InFund Platform and use of the Platform Services under the terms of this Agreement;
“Borrower Dashboard” means the section of the Website which can only be accessed by you using your username and password through which you can update your details, view your Loan Listings, and view details of your Loan(s);
“Client Bank Account” means the account held by us with a UK bank in which we will hold any money an Investor has transferred to us in anticipation of entering into a Loan Agreement or any money we have received from a Borrower to make interest or capital payments due to an Investor under an existing Loan Agreement;
“Credit Capacity” means the maximum amount a Borrower is permitted to borrower via the Website at a particular time;
“InFund Platform” means the electronic peer to peer lending platform hosted on the Website;
“Investor” means an individual or company who has been approved by Infund for admission to the Infund Platform to lend money to Borrowers under the terms of the Lender Platform Terms and Conditions;
“Listing Period” means the period of one week following a Loan Listing being posted on the Platform, or, if shorter, the period between a Loan Listing being posted on the Platform and being fully funded.
“Loan” means a loan received by a Borrower via the Platform under the terms of a Loan Agreement;
“Loan Agreement” means the standard form of loan agreement set out on our website which a Borrower will enter into if it wishes to borrow money via the Platform in accordance with the provisions of clause 6;
“Loan Listing” means a request by a Borrower to borrow money on the terms of a Loan Agreement, each Loan Listing is divided into “Loan Parts” of Ł20 each;
“Platform Services” means the services provided by us to each Borrower in accordance with these terms and conditions as set out in clause 8;
“Nominated Bank Account” means the bank account nominated by a Borrower in accordance with clause 5.2;
“Website” means our website which can be found at www.infund.co.uk;
3 About Us
3.1 We, Infund Technologies Limited, are authorised and regulated by the Financial Conduct Authority. We are entered on the Financial Services Register with registration number [xxxxxxx]. The Financial Conduct Authority’s address is 25 The North Colonnade, Canary Wharf, London E14 5HS.
3.2 We are a private limited company registered in England and Wales under company number 09750661. Our registered office is at 11 Laura Place, Bath, BA2 4BL.
4 About you
4.1 In order to use the Platform you must be accepted by us as a Borrower. To be accepted as a Borrower you must complete the Application Form and:
· You are a Limited Company registered with Companies House;
· you must hold a current account at a UK bank or building society and must provide us with copy bank statements on our request; and
· when you become a Borrower you agree to accept and to be bound by the terms of this Agreement and undertake that you have full power and authority to enter into this Agreement.
4.2 You confirm that at the time you become accepted as a Borrower and, unless you notify us otherwise, every time you use our Platform:
· the business and financial information you have provided to us about yourself in the Application Form is correct;
· you have disclosed to us any circumstances that you are aware of (including without limitation any legal claims, undisclosed liabilities, litigation, court proceedings or investigations which are current, threatened, pending or otherwise reasonably likely to occur against you by any third party) which could or might result in a material adverse change in your financial condition, business or assets; and
· any sums which you borrow via the Platform will be used by you for the purposes of your business.
5 How to become a Borrower
5.2 When applying to become a Borrower you must also provide us with the account details of the bank account from which you intend to receive loan payments and make payments of interest and capital (the Nominated Bank Account). The Nominated Bank Account must be in the name of the prospective Borrower and must be held with a UK bank.
5.3 We may accept or reject applications to become a Borrower at our absolute discretion. When assessing your application, we will carry out a credit health-check using our bespoke credit assessment tool. Our assessment will be based on a variety of factors, including the nature of your business, your credit history, your capacity and your character. We will use various sources of information including but not limited to credit references agencies, the information you provide us during the application process and the information we receive from third parties about you and your financial status.
5.4 Once you are accepted as a Borrower we will provide you with our report as to your Credit Capacity and you can then begin to submit Loan Listings on the Platform.
6 Applying for a loan
6.1 If you wish to apply for a Loan you can request a Loan Listing by indicating how much money you wish to borrow (up to your current Credit Capacity limit) and for how long you wish to borrow it. Once we receive your request we will notify you of the interest rate and the daily interest payments you will need to make on the Loan
6.2 If you confirm to us that you are happy with the details we will provide you with the following documents:
· the Loan Agreement;
· a GoCardless direct debit form for online completion;
· a personal guarantee to be signed by the Borrower’s Directors (or equivalent).
6.3 Once you have signed the documents and your direct debit mandate has been activated by your bank we will publish the Loan Listing to the Investors on the Platform.
6.4 Each Loan Listing will be available on the Platform for the Listing Period. You may not withdraw from the Loan Agreement once the Loan Listing has been published.
6.5 If the Loan Listing is fully funded during the Listing Period then we will enter into the Loan Agreement on behalf of the relevant Investor(s) and will transfer the Loan amount to your Nominated Bank Account.
6.6 We shall collect the agreed daily interest and capital payments from your Nominated Bank Account by direct debit.
7 THE BORROWER DASHBOARD
7.1 The Borrower Dashboard will show the amount of Credit Capacity you have at any time. It will also contain details any outstanding Loan Listings you have posted.
7.2 The Borrower Dashboard will provide details of your outstanding Loan(s), any payments of interest and capital which have been made in relation to each Loan and any payments of interest and capital which are due. The Borrower Dashboard will be updated on a daily basis.
8 THE PLATFORM SERVICES
8.1 By our Platform Services we mean the activities involved in operating the Website and the Platform to facilitate Loan Agreements between Borrowers and Investors; the Platform Services include in particular:
· assessing the affordability and creditworthiness of Borrowers using our credit assessment tool;
· providing Loan Listings setting out details of Borrowers and the terms of the Loans they are seeking;
· providing draft Loan Agreements to Borrowers;
· arranging for Investors to enter into a Loan Agreement with Borrowers;
· transferring Loan funds to Borrowers from the Client Bank Account;
· dealing with the day to day administration of the Loans;
· receiving and allocating all payments of capital and interest from Borrowers;
· collecting payments due from Borrowers on behalf of Investors including all collections and enforcement activity (and use of a third party collection agent where required);
· enforcing any other lenders’ rights and/or carrying out any other lenders’ obligations;
· responding to and dealing with any complaints or disputes in respect of the Loan Agreements; and
· reporting to credit reference, fraud prevention and law enforcement agencies.
8.2 We will charge Borrowers an arrangement fee of 7% for each Loan we arrange via the Platform which will be collected form your bank account by direct debit with your first loan repayment. We will also receive a share of the interest payable under each Loan Agreement.
9 Termination of this Agreement
9.1 You may terminate this Agreement by providing us with written notice at any time provided that you have no outstanding Loan Agreements in place. There will be no fees or costs payable by you when you terminate this Agreement.
9.2 You may not withdraw from the Loan Agreements to which you are committed.
9.3 We may, at any time and at our discretion, prevent any Borrower from applying to enter into new Loan Agreements.
9.4 Termination will not affect accrued rights, or any contractual provision intended to survive termination.
10.1 Any of our functions under the Agreement may be delegated to a competent (and if relevant, appropriately regulated) third party of our choosing to perform such functions. We will act in good faith and with due diligence in the selection, use and monitoring of third party agents and delegates. We will use reasonable skill and care in our selection, monitoring and use of agents.
10.2 Collections can be outsourced by us to any third party.
11 Standby Platform Provider
11.1 We have entered into an agreement with Baker Tilly Creditor Services LLP to take over the management and administration of the Platform and all outstanding Loans in the event that we are unable to operate the Platform as a result of our insolvency or otherwise.
11.2 Baker Tilly Creditor Services LLP’s contact details are as follows:
· 6th floor, 25 Farringdon Street, London, EC4A 4AB
11.3 If you would like further information about our arrangements with Baker Tilly Creditor Services LLP please email us for details at firstname.lastname@example.org.
12 Conflicts of Interest
12.1 This clause constitutes our conflicts policy. In the event that any conflicts arise which we could not effectively manage we would not be in a position to provide our services to you.
12.2 You agree that we may effect transactions for you in which we have directly or indirectly a material interest or a relationship of any description with another party which involves or may involve a potential conflict with our duty to you. We shall ensure that such transactions are effected on terms that are not less favourable to you than if the conflict or potential conflict of interest had not existed.
12.3 Subject to the terms of this conflicts policy we shall not be required to account to you for any profit, commission or remuneration made or received from or by reason of such transactions.
13 Variation and Assignment
13.1 We may, at any time, change the terms of the Agreement by giving you written notice. Such amendment will take effect on the date specified in the written notice. For the avoidance of doubt, these changes may impact our fees and charges or the level of service provided. Any amendment that adversely affects you will not apply to sums already lent out.
13.2 We may amend these terms if we believe it necessary in order to respond proportionally to changes in law and regulations. We may also amend the terms of the Agreement to reflect changes to our systems, administrative processes and procedures, market practice or client requirements and to reflect other legitimate cost increases (or reductions) associated with providing the Platform Service.
13.3 You will be given at least 30 days’ notice in respect of any changes to this Agreement, unless the specific circumstances require a shorter or longer period. Any amendments will comply with any applicable laws and regulations.
14 Data Protection
14.1 You will be required to provide personal/financial/credit details and a password to become a Borrower. These registration details and password are unique to you and are not transferable. [will borrowers have to specify who their authorised users are?]
14.2 Your registration details and password are how we identify you and so you must keep them secure at all times. You are responsible for all information and activity on the Website by anyone using your details. If you authorise an agent, employee or sub-contractor to use your Borrower Dashboard, you will be responsible for their activity on the account. Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on your instructions where we suspect that the person logged into your Borrower Dashboard is not you or we suspect illegal or fraudulent activity or unauthorised use.
15.1 You agree and acknowledge that we shall take on no liabilities, obligations or rights under a Loan Agreement and you agree that you will continue to be solely liable for and responsible for the rights and obligations under each Loan Agreement.
15.2 We are not responsible for making payments due to you under a Loan Agreement unless we have received them from the Investor(s).
15.3 We do not provide tax or investment advice. If you are unsure about the tax or investment implications of the Platform Services, you should seek advice from an appropriately-qualified adviser.
15.4 We shall not be responsible for any losses to the extent arising from any information provided by you being untrue, inaccurate or incomplete.
15.5 We shall not be liable for any consequential, indirect, special, incidental, punitive or exemplary loss, liability or cost which you may suffer or incur arising out of our acts or omissions regardless of how that loss, liability or cost is caused and regardless of whether it was foreseeable or not.
15.6 We will act in good faith and with due diligence in providing our Platform Services in accordance with the Agreement. We accept responsibility for loss to you only to the extent that such loss is due to our negligence, wilful default or fraud. For the avoidance of doubt, nothing in these terms or the Agreement shall exclude or restrict any liability we have to you under any applicable law or regulation.
16.1 This Agreement is personal to you and you may not assign or transfer any of your rights or responsibilities under it without our prior written consent. We may assign/transfer our rights and responsibilities under this Agreement to a third party but will give you 30 calendar days’ prior written notice if we intend to do so.
16.2 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
16.3 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.4 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
16.5 This Agreement is supplied in English and all communications from us to you for the duration of this Agreement shall be in English.
16.6 Telephone calls (and other communications as defined by the Regulation of Investigatory Powers Act 2000) between us may be recorded to maintain the quality of our service to you.
16.7 This Agreement is governed by and shall be construed in accordance with the laws of England and shall be subject to the non-exclusive jurisdiction of the English courts.
17.1 We may send any communications to you at the email address which you provide to us in the application form (or to any updated email address that you may notify to us in writing from time to time). [Any original documents will be sent to the last postal address you have notified to us].
You may communicate with us by email at email@example.com. If we require information to be sent to us by post, this should be sent to: 11 Laura Place, Bath, BA2 4BL. Notice sent by first class post to such address is deemed to have arrived on the second business Day after posting. Notice sent by email or hand delivered is deemed to be delivered immediately (or on the next business Day if sent after 5pm on a business Day or on a non-business Day).