INFUND TECHNOLOGIES LIMITED
LENDER 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.
As with any investment, lending through the Platform has risks. Part or all of your capital may be at risk.
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 an Investor (the Effective Date).
2.1 In this Agreement, unless the context otherwise requires:
“Application Form” means the on-line application form to become an Investor which can be found on the Website
“Borrower” means a company to which money is lent in accordance with the terms of a Loan Agreement;
“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;
“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 and use of the Platform Services under the terms of this Agreement;
“Investor 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 Loan Listings and request Loan Parts, and view details of your Portfolio;
“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 made by you to 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 an Investor will enter into if they wish to lend money to a Borrower in accordance with the provisions of clause 8;
“Loan Listing” means an opportunity set out in Investor Dashboard to lend money to a Potential Borrower on the terms of a Loan Agreement, each Loan Listing is divided into “Loan Parts” of £20 each;
“Platform Services” means the services provided by us to each Investor in accordance with these terms and conditions as set out in clause 7;
“Portfolio” means the portfolio created by an Investor through the Website in accordance with this Agreement, comprising any cash held by us on the Investor’s behalf in the Client Bank Account from time to time and the benefit of each Loan Agreement enter into by the Investor;
“Potential Borrower” means a company that has been approved by us as a potential borrower and who wishes to enter into a Loan Agreement with one or more Investor;
“Nominated Bank Account” means the bank account nominated by an Investor 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 an Investor. To be accepted as an Investor you must complete the Application Form and:
· if you are an individual, you must be at least 18 years old and resident in the UK;
· if you are a Limited Company, you must be registered with Companies House;
· if you are an LLP, you must have a permanent place of business in the UK;
· if you are any other type of business, you must have a permanent place of business in the UK;
· you must hold a current account at a UK bank or building society; and
· when you become an Investor 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 If you become an Investor we will treat you as a retail client for the purposes of the FCA Rules unless otherwise agreed with you in writing. Your client categorisation may be subject to change at any time upon receipt of a notification from us. You have a right to request a different client categorisation but we will not be obliged to re-categorise you. If we do re-categorise you, we will inform you of any limitations to the level of client protection that this might entail.
4.3 You confirm that at the time you become accepted as an Investor and, unless you notify us otherwise, every time you use our Platform:
· the personal and financial information you have provided to us about yourself in the Application Form is correct;
· any sums which you use to lend via the Platform are owned by you; and
· that you will not require access to any money you lend until the end of the term as set out in the Loan Agreement and that you can accommodate the loss of some or all of the money invested.
5 How to become aN Investor
5.2 When applying to become an Investor you must also provide us with the account details of the bank account from which you intend to make and receive payments (the Nominated Bank Account). The Nominated Bank Account must be in the name of the prospective Investor and must be held with a UK bank.
5.3 We may accept or reject applications to become an Investor at our absolute discretion.
5.4 Once you are accepted as an Investor you can add funds to your Portfolio by transferring money to the Client Bank Account and can then begin to apply for available Loan Parts.
6 The Investor Dashboard
6.1 Once you are accepted as an Investor you can add funds to your Portfolio by transferring money to the Client Bank Account. The Start Investing section of the Investor Dashboard will show the amount of money we are holding for you in the Client Bank Account at any time.
6.2 The Investor Dashboard will contain details of all available Loan Parts for each current Loan Listing.
7 The Platform Services
7.1 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 the Potential Borrowers using our credit assessment tool;
· providing Loan Listings setting out details of the Potential Borrowers and the terms of the Loans they are seeking;
· providing draft Loan Agreements to Potential Borrowers
· arranging for you to enter into a Loan Agreement with a Borrower;
· 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 your behalf 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.
7.2 Our fees for providing the Platform Services will be a share of the interest paid by the Borrowers and shall be set out in each Loan Listing. We will also charge each Borrower an arrangement fee of 7%.
8 Making a loan
8.1 We will analyse each Potential Borrower using our bespoke credit assessment tool. Our assessment will be based on a variety of factors, including the nature of the Borrower’s business, the Borrower’s credit history, its capacity and its character.
8.2 Following our assessment we will set out details of the Loan Listing for the Potential Borrower on the Investor Dashboard.
8.3 A copy of the Loan Agreement (which will apply to all Loans) is available on the Platform. The specific terms for each particular Loan Listing (in particular the loan term and the interest rate) will be set out in the Loan Listing itself.
8.4 Each Loan Listing will be available on the Platform for the Listing Period.
8.5 You can apply to provide funding for one or more Loan Listings by three different methods:
· you can search for individual Loan Listings and manually apply for Loan Parts of one or more Loan Listing;
· you can opt for “Auto inFund” whereby you request that the funds in your Portfolio are used to apply for Loan Parts in all of the current Loan Listings;
· you can create specific investment scenarios by selecting specific criteria such as: Credit rating, business category, location and age of business, and then applying to fund Loan Parts which meet those particular criteria.
8.6 You can apply to fund the whole of a Loan Listing, or one or more Loan Part(s). You may only apply to fund (or Auto inFund) a Loan Part if you have sufficient funds in your Portfolio. Once you have made an application to fund one or more Loan Parts relating to a specific Loan Listing the value of the Loan Part(s) you have requested will be blocked for the Listing Period and you cannot remove the corresponding funds from the Client Bank Account.
8.7 If the Loan Listing is fully funded during the Listing Period then we will enter into the Loan Agreement with the Borrower on your behalf and will transfer your Loan to the Borrower.
8.8 We shall collect the agreed interest and capital payments from the Borrower under each Loan Agreement which will be held by us in the Client Bank Account and will credit them to your Nominated Bank Account every two weeks.
8.9 The Investor Dashboard will contain information about your current investment scenarios, the Loan Parts which you have applied for, your outstanding Loans, 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 Investor Dashboard will be updated on a daily basis.
9 Risks involved in entering into a Loan Agreement
9.1 On the Investor Dashboard, we will provide details of the risks involved in entering into each Loan Listing, in particular we will include:
· the expected default rates for the credit rating band to which the Potential Borrower belongs;
· a description of how we assess loan risk and the creditworthiness assessment we have carried out in relation to each Potential Borrower;
· a description of the likely actual return, taking into account fees, default rates and taxation.
9.2 While we will take steps to collect payments due under Loan Agreements (as set out in clause 14), we cannot guarantee that Borrowers will make all payments due under a Loan Agreement.
10 acting as your agent
10.1 You hereby appoint us to act as your exclusive agent for the purposes of entering into Loan Agreements with Borrowers on your behalf and any other activity carried out by us under Clause 7 (Platform Services).
10.2 You give us your irrevocable authority to execute any agreements or deeds in relation to any applications you make in relation to Loan Listings under clause 8 including, without limitation, entering into the Loan Agreement on your behalf, and this authority cannot be withdrawn; and
10.3 You agree to be bound by the terms of any Loan Agreement entered into on your behalf and any amendments to those terms as agreed by us.
11 Client Bank Account
11.1 If you wish to lend money via the Platform you must transfer funds into the Client Bank Account and, if you are successful in your application for Loan Parts, we will transfer the Loan amount to the Borrower on your behalf.
11.2 The minimum value of a transfer to the Client Bank Account is £ 100. If you wish to add additional funds each addition must be a multiple of £ 100.
11.3 The “Investment Overview” section of the Investor Dashboard will show the funds held by us in the Client Account which are available for you to apply to make Loans with at any time.
11.4 Interest payments, and loan repayments made by the Borrower will be held by us in the Client Bank Account before we transfer these sums to your Nominated Bank Account.
11.5 You will not receive interest on any sums held on your behalf in the Client Bank Account.
11.6 The money in the Client Bank Account is held for the benefit of our clients in accordance with the rules of the Financial Conduct Authority and the proceeds of the Client Bank Account will not be paid out to our general creditors in the event of our insolvency.
11.7 Subject to the circumstances set out in clause 8.4, you may transfer any funds held by us on your behalf from the Client Bank Account to your Nominated Bank Account at any time.
11.8 After termination of this Agreement, we will repay all remaining sums due to each Investor from the Client Bank Account into their Nominated Bank Account. If we are unable to trace an Investor to make such payment within 6 years we may pay their money to a registered charity of our choosing.
11.9 If you wish to change your Nominated Bank Account, you may only do so to another account in your name with a UK bank.
11.10 All payments will be made to you by us without deduction of income tax. It is the responsibility of you to account for any income tax and other personal taxes that may be payable to the appropriate authorities.
12 Termination of this Agreement
12.1 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.
12.2 If you withdraw sums from your Portfolio after funds have been transferred to the Client Bank Account but before any money has been committed to a Loan Listing, you will not be liable to any fees or charges.
12.3 You may not withdraw from the Loan Agreements to which you are committed.
12.4 We may, at any time and at our discretion, prevent any Investor from applying to enter into new Loan Agreements.
12.5 We may, where we believe it to be desirable for legal or regulatory reasons or upon giving any Investor at least 30 days’ written notice for any other reason, attempt to wind up an Investor’s Portfolio by novating their outstanding Loan Agreements to alternative lenders. After all outstanding transactions have been completed we will provide each Investor with a closing statement detailing the interest earned on their loans in the current tax or calendar year. Our responsibility for under this Agreement will then cease entirely.
12.6 Termination will not affect accrued rights, or any contractual provision intended to survive termination.
13 Complaints and Compensation
13.1 If you have a compliant about our Platform Services you should in the first instance write to our Compliance Officer at our registered office. You may also have a right to complain directly to the Financial Ombudsman Service. If you want to exercise this right please let us know and we will send you details. Details of our internal complaints policy are available on request.
13.2 If the bank holding your money in the Client Bank Account becomes insolvent, you may be able to claim compensation from the Financial Services Compensation Scheme. In such an event, we will inform you of the identity of the bank to enable you to pursue such claim. The maximum amount of compensation in respect of a UK bank is £85,000. Further details are available from the Financial Services Compensation Scheme, whose address is 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN and telephone contact details are 0800 678 1100 or email email@example.com or www.fscs.org.uk.
13.3 Our Platform Services are not covered by the Financial Services Compensation Scheme, if we were to become insolvent then you would not be able to claim any compensation from the scheme in relation to any claim that you had against us.
14 Missed Payments
14.1 You agree that we shall be responsible for taking steps on your behalf to pursue missed payments from Borrowers. We may recover our reasonable costs from any amount recovered.
14.2 Our collection and recoveries process
14.2.1 Late payment:
In the event of a late payment, the Borrower will be provided with the opportunity to carry out an off-cycle payment. Should the Borrower be unable to carry out an off-cycle payment, the missed payment will be spread across all remaining payments. We reserve the right to charge a late payment fee.
14.2.2 Multiple late payments:
In the event a Borrower has entered difficulties and has missed multiple payments, before entering more formal arrangements, we will offer the Borrower the opportunity to restructure the outstanding amount by extending the remaining term and reducing the daily collection amount.
When a Loan is deemed to be in default we demand full payment of the full outstanding liability from the Borrower and any guarantors. This will enable us to commence a formal legal action which will result in:
• Payment plans: We will always try to seek a fair and affordable plan with the borrowers before other steps are taken.
• Individual Voluntary Arrangement (IVA): This is the only acceptable route for the outstanding debt to be reduced.
• Bankruptcy: In case of bankruptcy we will try to have one of representatives appointed as a Trustee in Bankruptcy.
• Court action: A court action will be pursued to appoint a High Court Enforcement officer to agree a payment plan.
14.3 We will keep you informed about with the progress of our efforts to collect missed payments and to recover defaulted debt and the impact on the payments due to you.
15.1 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.
15.2 Collections can be outsourced by us to any third party.
16 Standby Platform Provider
16.1 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.
16.2 Baker Tilly Creditor Services LLP’s contact details are as follows:
· 6th floor, 25 Farringdon Street, London, EC4A 4AB
16.3 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.
17 Conflicts of Interest
17.1 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.
17.2 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.
17.3 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.
18 Variation and Assignment
18.1 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.
18.2 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.
18.3 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.
19 Data Protection
19.1 You will be required to provide personal/financial/credit details and a password to become an Investor. These registration details and password are unique to you and are not transferable.
19.2 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, family member, employee or sub-contractor to use your Investor 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 Investor Dashboard is not you or we suspect illegal or fraudulent activity or unauthorised use.
20.1 You agree and acknowledge that we shall take on no liabilities, obligations or rights under a Loan Agreement as a result of our authority to act on your behalf and you agree that you will continue to be solely liable for and responsible for the rights and obligations under each Loan Agreement.
20.2 We are not responsible for making interest payments, loan repayments or other payments due to you under a Loan Agreement unless we have received them from the Borrower or other third party.
20.3 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.
20.4 We shall not be responsible for any losses to the extent arising from any information provided by you being untrue, inaccurate or incomplete.
20.5 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.
20.6 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.
21.1 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.
21.2 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.
21.3 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.
21.4 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.
21.5 This Agreement is supplied in English and all communications from us to you for the duration of this Agreement shall be in English.
21.6 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.
21.7 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.
22.1 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).