Funding Circle Terms and Conditions for Agents
The following terms and conditions explain:
how Funding Circle works
how to become a member of Funding Circle as a borrower's agent
how to make loan applications on behalf of a borrower
how you may use the platform provided and maintained by Funding Circle.
References in these terms and conditions to "we", "us" and "our" means Funding Circle Limited. References to “systems” or “platform” means the website, the Funding Circle API, any other online services provided by us and any data managed by, displayed on or transmitted from such services. References to "you" and "your" mean a user of the platform and the services provided via our systems, whether as an individual or an entity, who is an agent and makes loan applications on behalf of borrowers.
If you are using this platform and the services provided via the platform, agreeing to these terms and conditions on behalf of an LLP, limited company, partnership or separate entity, you warrant that you are duly authorised to act on its behalf.
In making loan applications on behalf of a borrower, you warrant that you are duly authorised to act on the borrower's behalf as their agent. References in these terms and conditions to 'agent' are to the agent of a borrower (and not Funding Circle).
1. How to become an agent
1.1 To be an agent on Funding Circle you must meet the following criteria:
(a) you must be actively trading (not dormant) as a business, and have actively traded (not been dormant at any time) for at least two years;
(b) you must have and maintain a valid UK bank or building society account to facilitate commission payments;
(c) if you trade through an LLP or a limited company, they must be registered with Companies House and they must have filed accounts at Companies House for the previous two consecutive financial years;
(d) if you are a sole trader you must, unless Funding Circle agrees otherwise be a permanent resident of the UK (excluding the Channel Islands and Isle of Man);
(e) if you are a partnership or LLP, unless Funding Circle agrees otherwise, you must have a permanent place of business in the UK (excluding the Channel Islands and Isle of Man);(f) if you are a partnership, LLP or limited company: (i) at least 50% of the directors or partners of your business must be permanent residents of the UK (excluding the Channel Islands and Isle of Man); and (ii) your centre of main interests must be in the UK (excluding the Channel Islands and Isle of Man);
(f) your business, its directors, members, shareholders, partners or proprietors must meet minimum credit and fraud risk criteria which will include obtaining a minimum score from credit reference agencies such as Equifax or Experian;
(g) your business must not have any outstanding county court judgements of more than £250.00;
you must give us details of any registrations or approvals of any professional or regulatory body that you hold and must notify us of any subsequent change in the status of your registration or approval; and
(h) you must register and submit details of your business for publication on the website( http://www.fundingcircle.com).
1.2 As part of the agent registration process we will need to authenticate the identity of your business and certain people authorised to act on its behalf. We will do this using credit reference agencies such as Equifax or Experian, otherwise we may require you to send us copies of the relevant passports or other identification documents and anything else that we may need. If you do not provide all appropriate identification documents, we will not be able to register you on the Funding Circle platform.
1.3 You warrant and represent to Funding Circle that all information provided to us in the course of your registration as an agent on the Funding Circle platform is true and accurate in all respects. You will update us if any of the information you provide to us changes or is likely to materially change.
1.4 You warrant and represent that you have disclosed to us any circumstances that you are aware of (including without limitation any claims, undisclosed liabilities, litigation, arbitration, court proceedings or investigations which are current, threatened, pending or otherwise reasonably likely to occur against the borrower by any third party) which could or might result in a material adverse change in the borrower's financial condition, business or assets.
1.5 You agree with us that you will promptly notify Funding Circle upon you becoming aware of or suspecting that any of the circumstances in clause 1.4 have occurred or may occur, and will use reasonable endeavours to provide Funding Circle with such information as it may reasonably require about the borrower's financial condition, business and affairs from time to time.
1.6 If you are, or at any time become, aware of any current or future claim (or potential claim) by HM Revenue & Customs (or any other governmental department or agency or other public body) against the borrower, then you may not accept a loan unless you or the borrower have provided Funding Circle with full details of such claim (or potential claim) and we have agreed in writing that you are still eligible to accept loans.
2. Username and password
2.1 On registering with us, you must provide a username and email address, enter a password and provide answers to three security questions. These must be used in order to access certain restricted parts of the platform. Each time you access your Funding Circle agent account you will need to enter your email address, password and answer one security question. Your username and password are personal to your Funding Circle agent account and are not transferable.
2.2 Your username, password and the answers to security questions are the methods used by us to identify you and so you must keep them secure at all times. You are responsible for all information and activity on the platform by anyone using your username and password, whether or not authorised by you. You may set up other users on your Funding Circle agent account, but if you do so and if you authorise an employee, sub-contractor or agent, or any other representative, to use your Funding Circle agent account, you will be responsible for their activity on the platform. Any breach of security, loss, theft or unauthorised use of a username, password or security information must be notified to us immediately using the contact details given at clause 15 below.
2.3 You agree not to adapt or circumvent the systems in place in connection with the platform, nor access our system other than by using the credentials assigned to you and by following the instructions that we have provided for that time of connection.
2.4 We reserve the right not to act on your instructions where we suspect that the person logged into your Funding Circle agent account is not you or we suspect illegal or fraudulent activity or unauthorised use.
3. The loan application process
3.1 In order for you to make a loan application on behalf of a borrower on Funding Circle, the borrower must meet the following criteria:
(a) the business must be actively trading (not dormant) as a business, and have actively traded (not been dormant at any time) for at least two years, or be a property investment business;
(b) it must have and maintain a valid UK bank or building society account to facilitate repayments to investors;
(c) if the borrower trades through an LLP or a limited company, it must be registered with Companies House and it must have filed accounts at Companies House for the previous two consecutive financial years; save that if the borrower has traded as a non-limited business for a minimum of three years previously to becoming an LLP or a limited company, it must be registered with Companies House and it must have filed accounts at Companies House for the previous one financial year;
(d) if the borrower is a sole trader, unless Funding Circle otherwise agrees, it must be a permanent resident of the UK (excluding the Channel Islands and Isle of Man);
(e) if it is a partnership or LLP, unless Funding Circle otherwise agrees, it must have a permanent place of business in the UK (excluding the Channel Islands and Isle of Man);(f) if it is are a partnership, LLP or limited company: (i) at least 50% of the directors or partners of your business must be permanent residents of the UK (excluding the Channel Islands and Isle of Man); and (ii) its centre of main interests must be in the UK (excluding the Channel Islands and Isle of Man);
(f) the business, its directors, members, partners or proprietors must meet minimum credit and fraud risk criteria which will include obtaining a minimum score from credit reference agencies such as Equifax or Experian;
(g) the business must not have any outstanding county court judgements of more than £250.00;
(h) you must submit details of the borrower's business for publication on the platform ( http://www.fundingcircle.com). Please note that some (but not all) of those details will be disclosed by us to investors in accordance with clause 3.8 below.
3.2 Directors and/or shareholders of borrowers that are limited companies and members of borrowers that are LLPs may be required to give a personal guarantee before any funds are released by us to the borrower.
3.3 Before you make a loan application on behalf of a borrower, you must apply full customer due diligence measures to the borrower in accordance with the Money Laundering Regulations 2007 and any other applicable laws, regulations, codes of practice and guidance relating to money laundering, including without limitation guidance of the Joint Money Laundering Steering Group. You must make available to Funding Circle, on request, copies of all data, documents and other information used for such verification and retain the customer due diligence records for a minimum period of 5 years from the date on which Funding Circle relies on the records.
3.4 We will need to authenticate the identity of the borrower's business and certain people authorised to act on its behalf and will use credit reference agencies such as Equifax or Experian to do so. Otherwise we may require you to send us copies of the relevant passports or other identification documents and anything else that we may need.
3.5 Once you make a loan application on behalf of a borrower, we will carry out credit and fraud checks on the borrower's business and its partners, members, shareholders or directors using credit reference agencies such as Equifax or Experian. Funding Circle uses its own internal guidelines and policies when assessing applications but has complete discretion as to whether we allow the loan application to be posted on the Funding Circle platform.
3.6 You will update us if any of the information (relating to the borrower or to you) that you provide to us changes. Funding Circle may contact the borrower directly to check the accuracy of any information, or to confirm that you are authorised to act as agent of the borrower, or otherwise.
3.7 If you become aware that a borrower’s finances, business, governance structure or shareholder positions materially change prior to Funding Circle releasing funds to a borrower, you must inform Funding Circle and also inform the borrower that Funding Circle may terminate the loan immediately without notice and in its absolute discretion. You must inform the borrower that they will remain liable for any interest incurred between acceptance and termination.
3.9 Funding Circle gives each borrower a risk band classification at the time a loan request is processed, which is based on information included in the borrower’s application and the results of an online check made with credit reference agencies such as CreditSafe, Equifax or Experian. Funding Circle does not check or edit the information submitted or uploaded by a borrower.
3.10 The interest rate for each loan is fixed by Funding Circle, on the basis of a number of factors including term and risk band. The fixed interest rates are reviewed regularly by Funding Circle and can be changed at any time. You must inform a borrower that if they, or you on their behalf, receive an offer prior to your, on the borrower’s behalf or the borrower’s acceptance of the Key Contract Terms (which set out the specific details of a loan), the interest rate in the offer is subject to change if the interest rates on the platform generally are changed. Once you, on the borrower’s behalf or the borrower has accepted the Key Contract Terms, the interest rate will not be changed. You must inform a borrower that if your loan is re-listed on the Funding Circle platform at any time, it will be re-listed at the interest rate applicable at the time of the new listing.
3.11 If we agree to allow your application onto the Funding Circle platform, and provided you have satisfied our application and assessment criteria and conditions, you will have the opportunity to review and accept the Loan Contract, comprised of the Key Contract Terms and Loan Conditions (it being understood that a binding Loan Contract shall not be formed unless and until your loan is fully funded and the listing is closed. Provided you accept the terms and conditions of the Loan Contract, and save for the exercise of our discretion as provided for in these Terms, your loan request will be listed on our marketplace. Once you have accepted a Loan Contract it cannot be cancelled by you (though, after funding and once in full force and effect, it can be repaid at any time as described in clause 5.3 of these Terms).
3.12 If listed by us on our platform, we will randomly allocate the loan to either the loan part market or to the whole loan market (although we may allocate the loan to a specific market if we consider it reasonable to do so in good faith with regard to our relationship with investors on the platform). If the loan is allocated to the whole loan market it will be available to investors for one of them to lend the full amount requested.
3.14 Once the loan request page is listed, prospective investors will start bidding for parts or for the whole of the amount that the borrower has requested.
3.15 The listing process shall expire on the earlier of (i) the date the borrower's loan request is and (ii) the date falling 7 calendar days after the date the listing is commenced (unless otherwise extended by Funding Circle in its absolute discretion).
3.16 The information on the loan request page can be edited at any time before the request is listed. After the loan has been listed you cannot amend the loan request page until the listing period expires, or if the borrower accepts a loan you will not be able to amend the loan request page until such time as the entire loan has been repaid in full.
3.17 If any personal guarantee is provided of the borrower's obligations, the borrower, directors, shareholders and members must represent and warrant that there has been no undue influence or inducement of the guarantor. You give this representation and warranty on their behalf and confirm to us that you will make each such borrower aware of that representation and warranty. You also represent and warrant to us, in your own capacity as agent, that you are not aware of any such undue influence or inducement of any such guarantor.
3.18 Funding Circle's principal role is to perform introductory functions on behalf of borrowers and investors in order to bring together prospective borrowers and investors, to provide a stream-lined process for entering into loans (including the development of standard form loan agreements) and to facilitate the payment and collection of sums due under or in connection with those loans (including certain limited actions upon a borrower's default as set out in these terms and conditions).
3.19 While Funding Circle adds value to the credit analysis as part of our loan application review and credit assessment processes, the provision of a risk band classification is intended to be informative only and an investor must form its own opinion regarding the creditworthiness of a borrower and undertake its own research, analysis and assessment of each borrower for each loan, and where appropriate, seek its own independent financial advice.
3.20 Funding Circle accepts no responsibility and disclaims all liability for any information about a borrower made available to prospective investors through the Funding Circle platform or for risk band classifications. Funding Circle may from time to time, but accepts no obligation to, update or amend at any time borrower's information or the risk band classification (including between when the loan request is first made and when it is entered into, and during the term of any loan).
3.21 A Loan Contract is not formed unless and until the loan request is fully funded and the listing is closed (the “Listing Close Date”) but, if a loan request is fully funded, the Loan Contract with the relevant offering investor(s) for the loan (and each of its respective loan parts) shall automatically come into effect and shall be legally enforceable on and from the Listing Close Date.
3.22 You must, prior to accepting loan request offer, ensure that the borrower has authorised you to accept the loan request offer on their behalf on the terms of the Loan Contract (a copy of which can be found on our website at http://www.fundingcircle.com/home/terms-and-conditions/). Once you have accepted the aggregate loan offer on behalf of the borrower, the loan documentation will be generated automatically to include the Key Contract Terms, which set out the specific details of the loan, and our Loan Conditions, together the Loan Contract. A hard copy of the Loan Contract must be signed by the borrower. A signed Loan Contract must be faxed or a PDF emailed to Funding Circle.
3.23 A Funding Circle loan account, into which the loan monies will be paid in accordance with the procedure outlined below, is created for the borrower at the time the loan application is accepted onto the Funding Circle platform.
3.24 If the loan is not fully funded within the relevant listing period, or if we have exercised our discretion to de-list a loan, then your loan request will be cancelled, and any funds bid will be released back to investors. If the loan is fully funded, you may then, with authority of the borrower, transfer the money to the borrower's bank or building society account. If you do not accept the aggregated loan request offer on behalf of the borrower within the five day period, the loan request will be cancelled and any funds bid will be released to investors. Interest shall start to accrue on and from the Listing Close Date. You will be sent details of the repayment schedule by email, and you will also be able to view this in your account.
3.25 If the loan request has not been fully funded within the stated listing period we will remove it from the platform within two months from the start of the listing process.
3.26 Each loan will be for the period specified in the Loan Contract applying to it.
3.27 In all Loan Contracts and loan part transfer documentation we will quote a lender's address as being "c/o Funding Circle Limited" and state Funding Circle's postal address. All notices and communications to be given to an investor must be sent to Funding Circle on that investor's behalf and this will be sufficient to identify the investors for the purposes of the Loan Contracts. Details of relevant investors are available to you or the borrower upon request.
3.28 If you’re introducing a sole trader or a partnership having three or fewer partners (not all of whom are corporates), you must either have a valid interim permission for credit broking from the Financial Conduct Authority (“FCA”) or be fully authorised for credit broking by the FCA.
4.1 A completion fee of the amount specified in the Loan Contract will be payable if you accept the loan on behalf of the borrower. We will deduct the completion fee from the amount borrowed before it is transferred to the borrower's Funding Circle loan account.
4.2 In addition, we have the right to charge an annualised fee (the “Servicing Fee”) equal to 1% of the outstanding principal (or such other amount as shall be notified by us to investors and borrowers from time to time) by increasing the interest rate charged on the loan to cover the costs of running the website and administering the loans. The Servicing Fee, if any, is included in the rate of interest stated in the Key Contract Terms (and the rate stated in the Key Contract Terms will never be increased) and will be taken directly from loan repayments. This fee does not cover the costs of our credit analysis which we carry out as part of our underwriting exercise, which is a no-cost added value arrangement only.
5.1 You will be paid commission if the borrower accepts a loan for which you have applied on their behalf and if you and Funding Circle agree that commission will be payable to you. The level of commission will be agreed between you and Funding Circle and will be set out in your Funding Circle agent account. For the avoidance of doubt, the level of commission may be zero. If you and Funding Circle do not agree on the applicable level of commission, Funding Circle may refuse to set up a Funding Circle agent account for you. We will deduct the agreed level of commission from the completion fee.
5.2 Funding Circle operates a transparent fee structure and encourages all agents not to charge additional fees to their clients. Where considered necessary to charge an additional fee to your client and provided you are not changing the fee from the default agreed by us, this must be no more than 3% of the loan amount in respect of a loan with a term of no more than 3 years and 4% of the loan amount in respect of a loan with a term of between 3 and 5 years.
5.3 If you use the Funding Circle flexible fee product for commission and the overall fee (including our completion fee and your commission) to the borrower is increased beyond the default fee agreed by us, you must not take any additional fees (including for the avoidance of doubt any documentation or commitment fee) to the borrower if the loan is accepted. If you charge any up front additional fees to the borrower, such fees must be reimbursed once the loan has been drawn down by the borrower and you have received your commission.
5.4 If a borrower asks you for the amount of the fee charged by you, you must provide this information.
5.5 On drawdown of the loan by, or on behalf of, the Borrower, the commission will be transferred into your Funding Circle agent account and it can then be transferred to your bank or building society account or otherwise used by you on the Funding Circle platform. You may not use any commission in your Funding Circle agent account on the Funding Circle platform, including for lending.
5.6 In certain circumstances, Funding Circle may (but is not obliged to) enforce certain terms of the Loan Contract on behalf of the investors under it. In doing so, Funding Circle is authorised to act as agent on behalf of the investors in accordance with its agreed terms and conditions with the investors in taking such action.
6. Repaying the loan
6.1 The amount of the monthly, or other scheduled, repayments payable to investors in respect of the loans of the borrower will be set out in the Loan Contract or Loan Contracts, and a detailed payment schedule will be provided to you following the Loan Contract being in force (and such information is also available through your account on the platform).
6.2 You must explain to the borrower that we will collect the repayment amounts each month from the borrower's bank or building society account using debit card repayments and that such repayment amounts will be collected up to 5 days before the date specified in the Loan Contract in order to ensure that funds are received and distributed to investors.
6.3 The monthly, or other scheduled, repayments payable by the borrowers on whose behalf you have procured loans to each investor can be viewed in the Borrower Accounts section of your Funding Circle agent account.
6.4 Borrowers may repay an entire loan early at any time at no extra cost provided they pay the interest due until the end of the month in which the loan is repaid and the principal amount outstanding.
7. Missing payments
7.1 If at any time the borrower believes that it may not be able to make one or more repayments under a Loan Contract, you or the borrower should contact us immediately. If the borrower misses a payment or only partially pays the amount due, we (ourselves or through an agent acting on our behalf) will contact you and the borrower and ask you why the borrower has missed a repayment, and we will attempt to collect the payment. We reserve the right to contact you or the borrower by any method necessary including, without limitation, by letter, email, phone call, SMS or by sending private messages to your and the borrower’s affiliated social media accounts.. If our reattempt to collect the funds fails, 2 days after the payment was due the Borrower's account will be treated as an overdue account and we will continue to attempt to collect the funds. We may refer the missed payment to a debt collections agency (the "Collections Agency"), who will attempt to collect the money on the investors' behalf, although we will not apply any collections charges if we do so.
7.2 If payment has still not been made 7 days from the date payment was due, Funding Circle may charge the Borrower administration fees up to 15% of the missed payment amount for their work in collecting amounts outstanding which would be in addition to the loan sums due. This fee will be payable immediately. We may also charge for our tracing charges, field agents' costs, litigation costs, expenses and other third party fees and in-house collections charges (if the loan is defaulted or becomes 4 months in arrears) incurred by Funding Circle in the course of protecting the interests of the investors.
7.4 If we and/or the Collections Agency is still unable to collect the debt, investors will assign their loan interests to Funding Circle Trustee Limited ("FCTL") or Funding Circle Property Finance Limited ("FCPFL") (the “Security Agent”), each a separate wholly-owned subsidiary of Funding Circle Limited, to hold as legal owner on trust for the investors FCL (acting on behalf of the Security Agent), may take such steps as it considers necessary or desirable to recover the amount owed from your borrower and/or the relevant guarantors, including without limitation to sell the assigned debt to a debt purchaser, instruct third parties to assist with the recovery process, and/or commence formal legal or insolvency action. If such further action is necessary a collections charge will be added to your debt (see the following link for the bandings of collections charges: https://support.fundingcircle.com/hc/en-us/articles/214639566) in addition to any third party costs (including without limitation any external legal fees). Such costs and charges will be passed onto the borrower as the defaulting party. . In respect of loans completed on or after 28 September 2015, Investors may not opt-out of assigning their loan parts or whole loans to FCTL or FCPFL. In respect of loans entered into before this date, investors are able to opt-out of the transfer of their loans parts or whole loans to FCTL or FCPFL but if they do so they have undertaken to Funding Circle and the borrower (amongst others) in the Terms and Conditions for Investors to act at all times in a fair, transparent and proportionate manner having due regard to the borrower and/or guarantor, and in compliance with all relevant laws, regulations and best practice guidance. For the avoidance of doubt, Funding Circle has no liability to you whatsoever for the conduct of investors in any capacity, and is not obliged under any circumstances to enforce the investor undertaking referred to above.
7.5 Notwithstanding the provisions in clauses 7.1 to 7.4 above, time is of the essence with regard to payment of each monthly repayment. Accordingly, Funding Circle may, if it considers it necessary or desirable to, default the loan and demand immediate payment of the full amount of the loan (with all outstanding accrued interest) plus costs and the collections charges if any repayment is missed or only partially repaid (and such missed repayment is not remedied within 10 business days), or if the borrower (or any guarantor of the loan) enters or is deemed to be likely to enter any formal or informal insolvency process.
7.6 In circumstances where the relevant loan or loans are large asset finance loans, FCAF may (or its authorised representatives may), without notice and at the borrower's expense, retake possession of the business asset or assets and for this purpose may enter any property, site or premises at which the assets are located as detailed under the underlying conditional sale or lease agreement.
7.7 If we agree a payment plan with a borrower, you must inform the borrower that we may, at any time, verify the affordability of the payment plan by requesting information from you, on behalf of the borrower, which you, on behalf of the borrower, will promptly provide, and by carrying out online checks made with credit reference agencies such as CreditSafe, Equifax or Experian.
7.8 If the borrower has missed a payment on their original repayment schedule, we may send the borrower payment reminders (by any method necessary, including without limitation, by email, phone call, SMS or by sending private messages to their affiliated social media accounts) unless you, on the borrower’s behalf or the borrower expressly ask us not to.
7.9 You warrant that you will explain to the borrower the consequences of missing a repayment in accordance with this clause 7.
8. Terminating your membership of Funding Circle
8.1 If you no longer want to be a member of Funding Circle and provided no borrowers for whom you are acting as agent have Loan Contracts in force at the time, you can let us know and we will end your membership.
8.2 We may end your membership of Funding Circle at any time and for any reason, including but not limited to if:
(a) you breach these terms and conditions;
(b) you misrepresent the role of Funding Circle to a borrower or bring Funding Circle into disrepute;
(c) we suspect that you have committed fraud, been involved in money laundering or other criminal activities;
(d) you become insolvent, bankrupt or cease or threaten to cease to trade; or
(e) you use the Funding Circle platform or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from Funding Circle;
(f) you use the Funding Circle platform in any of the following ways:
(i) in any way that causes, or is likely to cause, the platform or access to it to be interrupted or damaged in any way;
(ii) for fraudulent purposes, or in connection with a criminal offence;
(iii) to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam; or
(iv) to cause annoyance, inconvenience or needless anxiety.
8.3 We may end your right and authority to represent a borrower on Funding Circle, and consequently end the borrower's access to the services provided on the Funding Circle platform, should that borrower itself do or suffer any of the things mentioned in clause 8.2 above.
8.4 On termination, we will credit your bank or building society account with any funds left in your Funding Circle agent account or send a cheque to the address last provided by you. We will also contact any borrower for whom you are acting as agent and who have Loan Contracts in force at the time of termination of your membership in order to agree arrangements for the management of their loan going forward. Such loans will not be affected by termination of your membership.
8.5 In the event that a borrower on whose behalf you have procured a loan contacts us and asks us to register a Funding Circle borrower's account for them and to transfer the management of their loan to that account, you will provide Funding Circle will all necessary assistance in doing so.
9. Agent's agreements with Funding Circle
9.1 By completing a loan application on behalf of a borrower you warrant to Funding Circle that you have authority from the borrower to perform all the acts that you will be performing on the borrower's behalf, including without limitation:
(b) authority to set up a Funding Circle loan account for the borrower;
(c) authority to accept any loan request offer made following the loan application;
(d) authority to agree to the deduction of the completion fee from the loan amount in accordance with clause 4 above; and
(e) authority to transfer the loan monies paid into the borrower's Funding Circle loan account to the borrower's bank or building society account.
9.3 You warrant that you have obtained the borrower's agreement to the Loan Contract in accordance with clause 3.17 above before accepting any aggregated loan request on their behalf on the Funding Circle platform.
9.4 In making a loan application on behalf of a borrower, you warrant that you are not aware of any circumstances that would mean that the borrower will be unable to repay the loan.
9.5 Membership of Funding Circle does not in any way constitute an obligation on us to procure funding for any borrowers whom you represent nor constitute a warranty by us that funding will be available to such borrowers.
9.6 You acknowledge and agree that you are not an agent of Funding Circle and will not hold yourself out to be our agent. You acknowledge that you may not make any representations or give any warranty on behalf of Funding Circle nor have the authority to enter into any agreement on behalf of us or otherwise bind Funding Circle.
9.7 You warrant to Funding Circle that, in respect of all of your dealings with Funding Circle and its investors, you are operating and will operate in full compliance with the Consumer Credit Act 1974, the Consumer Credit Act 2006 and all related legislation.
9.8 You agree to indemnify, and keep indemnified, Funding Circle against all costs, expenses, damages, loss, liabilities, demands, claims, actions or proceedings which Funding Circle may suffer or incur arising out of your breach of the warranties and obligations contained in these terms and conditions.
9.9 You agree that you will repay to Funding Circle any commission paid to you under section 5 above in relation to a loan if the borrower for whom you are acting as agent fails to make the first six payments due under the Loan Contract . You agree that Funding Circle will be entitled to recover such commission from the money in your Funding Circle agent account, including from commissions already paid under loans other than the defaulting loan, and/or to deduct such sums from commission payable to you under any other loan.
9.10 You agree not to bid on Funding Circle paid search terms to influence web traffic from the Funding Circle site. You must not use Funding Circle advertising editorial copy in paid search adverts.
10. General terms
10.1 The information provided on the platform is directed solely at and is for use solely by persons and organisations that meet the criteria set out in clause 1 above and the equivalent criteria set out in the terms and conditions applying to borrowers and investors. This platform is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation.
10.2 You are permitted to download and print content from this platform solely for your own personal use or in the course of your business to the extent required to use the services provided on this platform. Platform content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express written consent.
10.3 We are not responsible for content downloaded or posted by investors, borrowers or borrowers' agents on the platform. We will not edit content downloaded or posted on the platform.
10.4 We will endeavour to allow uninterrupted access to the platform, but access to the platform may be suspended, restricted or terminated at any time.
10.5 You agree to use the platform only for lawful purposes and in a way which does not infringe the rights of any anyone else or restrict or inhibit anyone else's use and enjoyment of the platform.
10.6 You agree not to use the Funding Circle platform or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from Funding Circle.
10.7 You warrant that you have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the platform is free from viruses and anything else which may have a contaminating or destructive effect on any part of the platform or any other technology.
10.8 The content and material available on the platform is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to buy or sell investments, securities or any other financial services or banking product.
10.9 You are responsible for all costs incurred by you in accessing the platform.
10.10 We accept no responsibility or liability for your use of content on the platform and such use is entirely at your own risk. While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the platform, we accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate antivirus software on your computer.
10.11 Information transmitted via the platform will pass over public telecommunications networks. We accept no liability if communications sent via the platform are intercepted by third parties or incorrectly delivered or not delivered.
10.12 The platform may contain links to third party websites. We accept no responsibility or liability for any material supplied by or contained on any third party platform which is linked from or to the website, or any use of personal data by such third party.
12. Intellectual property rights
12.1 Subject to clause 12.3 below, as between you and us, we own all present and future copyright, registered and unregistered trade marks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the platform.
12.2 If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.
12.3 You or the borrowers whom you represent shall retain ownership of all copyright in data you upload or submit to the platform. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.
12.4 We do not warrant or represent that the content of the platform does not infringe the rights of any third party.
13. Your liability to us
You shall be liable to us for any loss or damage suffered by us as a result of any breach of these terms and conditions, or any fraudulent use of the Funding Circle platform.
14. Our liability to you
14.1 We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of Funding Circle or using the services provided via the platform, including without limitation loss of commission, loss of profits or loss of revenue, except where such loss or damage arises directly from our breach of these terms and conditions or was caused by negligence, wilful default or fraud by us or our employees. We are not responsible for any breach of these terms and conditions arising from circumstances outside our reasonable control. Our total liability to you in connection with these terms and conditions, your membership of Funding Circle and your use of the services provided via the platform shall not exceed £10,000.
14.2 Nothing in these terms and conditions shall limit our liability for personal injury or death caused by our negligence, fraud nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
15. About us
15.1 Funding Circle Limited is a company incorporated in England and Wales, whose registered number is 06968588 and whose registered office and principal place of business is at 71 Queen Victoria Street, London, EC4V 4AY, United Kingdom.
15.2 Funding Circle Limited is registered with the Information Commissioner (Z213385).
15.3 Funding Circle Limited is a member of CIFAS – the UK's leading anti-fraud association.
15.4 Funding Circle Limited is authorised and regulated by the Financial Conduct Authority (FCA) with firm registration number 722513.
15.5 For the purposes of the FCA's rules, you do not constitute a client of Funding Circle.
15.6 Funding Circle is not covered by the Financial Services Compensation Scheme.
16. Contacting us
16.1 Should you have any questions about these terms and conditions, or wish to contact us for any reason whatsoever, please contact us on the Funding Circle website http://www.fundingcircle.com.
16.2 If you wish to make a formal complaint, you may do so in person, in writing by post or email or by telephone. Please see our Complaints Procedure here: https://support.fundingcircle.com/entries/27485286-I-want-to-make-a-complaint-what-is-the-next-step-.
17. Amendments to these terms and conditions
17.1 We may update or amend these terms and conditions from time to time to comply with law or to meet our changing business requirements. We may not always be able to give you advanced notice of such updates or amendments but we will always post them on the platform so that you can view them when you next log in. By continuing to use the platform, you agree to be bound by the terms of these updates and amendments.
17.2 These terms and conditions were last updated on 24 May 2017.
18. Other important terms
18.1 If any of these terms and conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect.
18.2 All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of the agreement between us for any reason.
18.3 We may, in whole or in part, release, compound, compromise, waive or postpone, in our absolute discretion, any liability owed to us or right granted to us in these terms and conditions without in any way prejudicing or affecting our rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.
18.4 No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these terms and conditions or otherwise.
18.5 These terms and conditions set out the entire agreement between you and us with respect to your use of the platform and the services provided via the platform and supersede any and all representations, communications and prior agreements (written or oral) made by you or us.
18.6 These terms and conditions are personal to you and you may not assign or transfer them to any other person without Funding Circle's written permission.
18.7 Save in respect of any member of the Funding Circle Group, no term of these terms and conditions is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
18.8 These terms and conditions are governed by English law. In the event of any matter or dispute arising out of or in connection with these terms and conditions, you and we shall submit to the non-exclusive jurisdiction of the English courts.