Terms and Conditions for Investors

Terms and Conditions for Investors

The following terms and conditions explain:

  • how Funding Circle works
  • how to become a member of Funding Circle as an investor

  • how you may use the platform provided and maintained by Funding Circle.

If you decide to become a member of Funding Circle, you must comply with these terms and conditions. These terms and conditions should be read alongside, and are in addition to, our privacy policy (accessible online at http://www.fundingcircle.com/privacy). These terms and conditions apply howsoever you decide to access the platform (including through Funding Circle’s website or through any mobile device application).

Please read these terms and conditions carefully and print a copy for your future reference. By using the systems and the services provided via the platform, you confirm that:

  • you have had a proper opportunity to read these terms and conditions and agree to be bound by them;

  • you have had a proper opportunity to read the privacy policy and agree to be bound by it; and
  • where you're acting on behalf of an LLP, limited company or public body, they have had a proper opportunity to read these terms and conditions and the privacy policy, and agree to be bound by each of them.

If you do not agree to these terms and conditions or the privacy policy, you must stop using this platform immediately.

References in these terms and conditions to "Funding Circle", "we", "us" and "our" means Funding Circle Limited. References to "systems", or "platform" means the platform, 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 which meets the investor criteria set out below.

Each agreement between each investor and each borrower is made up of our Loan Conditions and Key Contract Terms (as the same may be amended from time to time in accordance with these terms and conditions) (together the "Loan Contract"). The Loan Contract is a separate agreement and is governed by separate terms and conditions. If there is a conflict between these terms and conditions and the Loan Contract, the Loan Contract will prevail.

If you are using our systems and the services provided via the platform, agreeing to these terms and conditions or entering into a Loan Contract on behalf of an LLP, limited company, partnership, public body or other separate entity you warrant that you are duly authorised to act on its behalf.

Special offers From time to time we may run special offers the terms of which will be available at: http://www.fundingcircle.com/investors/offers.

1. How to become an investor

1.1 To be an investor on Funding Circle you must meet the following criteria:

(a) you must be an individual, LLP, limited company , public body or other legal entity;

(b) if you are lending in your capacity as an individual you must be 18 years old or above;

(c) if you are lending in your capacity as an individual you must be a permanent resident of the UK (excluding the Channel Islands and the Isle of Man);

(d) if you are a limited company, you must be registered with Companies House and be incorporated within the United Kingdom (excluding the Channel Islands and the Isle of Man);

(e) if you are an LLP, you must have a permanent place of business in the UK (excluding the Channel Islands and the Isle of Man) and be registered with Companies House;

(f) if you are a public body, you must be registered or formed with the relevant authority in the UK (excluding the Channel Islands and Isle of Man);

(g) you must have, and maintain, a valid UK bank or building society account; and

(h) you must register your details on our website at http://www.fundingcircle.com/.

Where a prospective investor does not meet the criteria listed above, the investor may be otherwise permitted to become an investor on Funding Circle by written confirmation from Funding Circle.

1.2 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 taking certain actions on behalf of investors upon a borrower's default or if the borrower becomes, or is likely to become, insolvent as set out in these terms and conditions). Funding Circle will not perform any management functions on an investor's behalf; the investor retains complete control and discretion over whether or not to make a loan to a borrower and on what terms and over all other aspects of its participation in Funding Circle and loans made through it. Funding Circle is not authorised to give advice or make recommendations and nothing Funding Circle does, and nothing on the platform, is intended to operate or be construed as advice or a recommendation by Funding Circle to enter into a particular loan.

1.3 Funding Circle gives each loan 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 against records held by credit reference agencies. Save in certain specified circumstances, Funding Circle does not edit the information submitted or uploaded by a borrower.

1.4 While Funding Circle adds value to the credit analysis as part of our loan application review and 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.

1.5 Save in certain specified circumstances, Funding Circle does not edit the information submitted or uploaded by borrowers which it then makes available to prospective investors via the Funding Circle platform and, therefore, we cannot guarantee its accuracy. Accordingly, we accept no responsibility or liability for the accuracy of the information provided by borrowers to prospective investors or the risk band classifications. Funding Circle may from time to time, but accepts no obligation to, update or amend 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).

1.6 While Funding Circle believes that access to the assets of a borrower (via the secured loan, secured property finance or asset finance product) can provide additional comfort as to the likelihood of repayment, Funding Circle accepts no additional responsibility for the likelihood of a borrower meeting its financial obligations to investors through the Funding Circle platform in circumstances where such recourse to the assets of the borrower is available.

1.7 As an investor, you cannot also be a borrower on Funding Circle with loans outstanding, except where you are acting as the director or the proprietor of a business borrowing money and want to act as an investor in a different capacity.

1.8 You warrant to Funding Circle that all information provided to us in the course of the registration and lending process is true and accurate in all respects. You agree that you will promptly update us if any of the information you provide to us changes.

1.9 Once you are registered on the platform and have applied to lend through Funding Circle, we will carry out identity and fraud checks on you and you as a proprietor, member or director, your business and other members, or directors of the business 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 to allow you to be an investor on the Funding Circle platform. If we cannot get adequate information from the credit reference agency then we will ask you to send us copies of the relevant passports or other identification documents plus a utility bill and anything else that we may require. If you do not provide all appropriate identification documents you will not be able to lend on the Funding Circle platform. We may suspend or place limitations on trading on your account at any time if we believe it is appropriate in order to comply with our legal obligations. For more details about how we use your information, please refer to our privacy policy at http://www.fundingcircle.com/privacy. We will then set up a Funding Circle investor account for you (your "Investor Account").

1.10 You can then transfer money into your Investor Account by debit card on the platform or bank transfer. Cash deposits are not accepted. Funding Circle has complete discretion to specify the method by which you may transfer money into and out of your Investor Account depending on the outcome of the checks set out at clause 1.9. It is important that you quote your Investor Account number in the narrative box if you transfer money using a bank transfer. In the case of transfers by debit cards, a transfer will be deemed to be complete as soon as funds are credited to your Funding Circle investor account. We require you to use an account (or a debit card linked to an account) held with a UK bank or building society in the name of the named Funding Circle account holder (or, in the case of an individual member, in joint names one of which is the named Funding Circle account holder).

1.11 As soon as we receive and allocate funds to your Investor Account you can start lending. There are no fees payable to set up an Investor Account.

1.12 Money in your Investor Account will be held by us in a segregated client account (currently with Barclays Bank) until or unless it is lent to a borrower at which time it will be transferred to the relevant borrower's Funding Circle account.

1.13 You may only withdraw money from your Investor Account in excess of the total value of Active Bids (as defined in clause 4.3 below) that you have made from your Investor Account. Money must only paid into a UK bank or building society account in the name of the named Funding Circle account holder (or, in the case of an individual member, in joint names one of which is the named Funding Circle account holder).

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 Investor Account you will need to enter your email address and password, and answer one security question. Your username and password are unique to your Investor Account and are not transferable without our prior written consent.

2.2 Your username, password and the answers to security questions 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 platform by anyone using your username and password whether or not authorised by you. If you authorise an employee, sub-contractor, agent or other representative (including any intermediary) to use your Investor 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 at clause 22 of these terms and conditions.

2.3 You agree not to adapt or circumvent the systems in place in connection with the platform, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.

2.4 We reserve the right not to act on your instructions where we suspect that the person logged into your Investor Account is not you or we suspect illegal or fraudulent activity or unauthorised use.

3. The lending process

3.1 There are three ways to lend money on Funding Circle:

(a) By hand-picking the businesses using a search tool to identify loan requests that have not been completed that you might be interested in and bidding on those loan requests;

(b) By choosing the criteria for the types and profiles of businesses, which have been determined by Funding Circle, that you want to lend to; and then using a Funding Circle tool called Autobid to automatically select the loan requests that you bid on (where they match your criteria) to purchase those loan parts; and/or

(c) By choosing to purchase parts of a loan (we call these "loan parts") already lent from an existing investor, using a search tool or Autobid.

You can also use a mixture of the above ways to lend. There is a short video and more information on the website which explains how to lend money and the bidding process at http://www.fundingcircle.com/lend/how-to-lend/.

4. The bidding process

4.1 All applications by businesses to borrow at Funding Circle are carefully reviewed by our credit assessment teams, and classified at the initial application stage into risk bands based on data from credit reference agencies (currently Experian, Credit Safe and Call Credit). Businesses that pass through this screening process create a loan request page, which investors can review at http://www.fundingcircle.com/lend/loan-requests/.

4.2 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. Interest rates for property loans are set on a case by case basis and clearly indicated on each individual loan request.

4.3 Once you have decided which business(es) you want to lend to you choose the amount of money that you want to lend. Provided that you have sufficient funds in your Investor Account, this offer to lend (known as a "bid") then becomes active (an "Active Bid"). Except for loans with a single investor (we call these "whole loans") (where the minimum loan amount is £5,000), the minimum bid per business is £20, which can be increased by increments of £20 to a maximum bid per business of £2,000.

4.4 If two investors bid the same amount then the investor who bids first will have their bid ranked in preference. If the amount that you bid exceeds the amount required by the borrower to fully fund the loan, the borrower will be able to borrow part of the amount that you have bid. This will create a loan part for an amount less than the original bid and means that your bid has partially won.

4.5 Save where Funding Circle has otherwise agreed and in respect of whole loans, a single investor is not permitted to bid for loan parts in a loan which add up in total to more than 20% of the requested amount for that loan. If the total amount of accepted bids on a listed loan is equal to 20% of the loan request, the investor will not be permitted to bid further.

4.6 If you are using the Autobid tool, you choose the risk bands you want to lend to and turn Autobid on. Funding Circle will automatically bid funds available in your Investor Account on all available loan requests listed at the risk bands selected by you. Except in respect of whole loans or if you have selected advanced settings, Autobid will also automatically purchase loan parts (which are already lent from an existing investor) listed for sale that offer a rate equal to or higher than the lowest current fixed rate for loans in the risk bands selected by you. Autobid will only purchase loan parts that have no mark-up applied to the principal value outstanding. Autobid will lend a maximum of 1% of the total funds in your Investor Account to any one business, unless the total funds are less than £2,000. If the total funds in your Investor Account are less than £2,000, Autobid will default to the minimum bid amount of £20 per business. Expected loss percentages for each risk band are estimates only and you may experience lower or higher loss rates depending on the performance of the businesses you lend to - latest estimates can be found on the risk page of the Funding Circle platform at http://www.fundingcircle.com/investors/understanding-risk/ . If you click on Advanced Settings you can choose the risk bands you want to bid on, set a buyer rate at which Autobid will buy loan parts from other investors and change the maximum percentage of your funds to lend to any one business. Funding Circle may extend the types of criteria available on Autobid from time to time.

4.7 All bids made by you on a loan request page or using Autobid are final and cannot be withdrawn unless:

(a) there are sufficient Active Bids from other investors to fully fund the total loan requested;

(b) the loan request period expires and the loan is not fully funded;

(c) the borrower declines an aggregated loan request offer from you and other investors on Funding Circle; or

(d) we withdraw a listed loan request or Autobid.

4.8 A loan must be fully funded to complete. The borrower can then either accept the loan or allow the loan offer to lapse (which will happen 5 days after the listing expires) in which case no loan is made.

4.9 A Funding Circle search tool can also be used to search for loan parts (but not for whole loans) that are listed for sale by existing investors of Funding Circle, which you can purchase if you have sufficient funds in your Investor Account.

4.10 Funding Circle reserves the right to:

(a) place any restriction or condition on which investors may become investors or holders of whole loans; and

(b) change the maximum or minimum amount a single investor is permitted to bid and lend to a particular borrower (or in aggregate across the Funding Circle platform generally).

4.11 Funding Circle may withdraw listed loan requests, or the availability of the Autobid tool at any time and for any reason. We may also change the minimum and maximum amounts that you can bid and will tell you about these changes via the platform.

4.12 You can monitor your loan portfolio in the My Account section of the platform.

5. The Loan Contract

5.1 Once (a) the borrower has accepted the terms and conditions of the aggregated loan request offer (including the Key Contract Terms (that set out the specific details of the loan) and our then standard Loan Conditions) and (b) a loan request is fully funded by bids from you and other investors, you automatically enter into a Loan Contract (which comprises our Loan Conditions and the relevant Key Contract Terms) with the borrower for your part of the total loan amount borrowed by the borrower at the same time. Your money is then transferred from your Funding Circle investor account to the Funding Circle account of the borrower. The first time you bid on a listed loan or purchase a loan part you will be required to accept the Loan Conditions for all your ongoing lending. You will be given the opportunity to review the Loan Conditions before accepting them when prompted. Loan Conditions may be changed from time to time insofar as they relate to Loan Contracts entered into after the date of such change. We will notify you of any such changes and prompt you to log into your account and accept the new Loan Conditions. If you do not do so, you will be deemed to have accepted any changes that do not adversely affect you in relation to any new Loan Contracts entered into after the date of notification.

5.2 Until the loan request has completed no interest will be earned by you.

5.3 If you purchase a loan part from another investor, you will become a party to the relevant Loan Contract with the relevant borrower and your money will be transferred from your Investor Account to the Funding Circle account of the transferring investor. Information on the transfer of loan parts is set out in clause 7 (Selling your loan part) below.

5.4 When you become a member of Funding Circle, you will be shown the standard form of transfer certificate, which sets out the legal terms for any purchase or sale by you.

5.5 In all Loan Contracts and loan transfer documentation we will quote an investor's address as being "c/o Funding Circle Limited" and state Funding Circle's postal address. Each investor agrees that all notices and communications given to it by a borrower may be sent to Funding Circle on their behalf.

6. Interest and repayments

6.1 The monthly repayments due to you on each loan part and whole loan can be viewed in the My Account section of the platform. The Loan Contract governs the payment of these amounts.

6.2 All repayments and interest accrued will be paid to your Investor Account.

6.3 Each loan will be for the period specified in the Loan Contract applying to it.

6.4 All repayments will be made to investors without deduction of income tax. It is your responsibility to account for any income tax and other personal taxes that may be payable to the appropriate authorities.

6.5 We will provide an annual statement of interest earned for tax purposes.

7. Selling your loan part

7.1 If you want to get access to the money you have lent before it has been repaid, you can sell your loan parts to other investors at Funding Circle, either using another Funding Circle tool called Autosale or by selling your loan parts individually. Please note that you cannot sell loan parts:

(a) with one repayment remaining;

(b) which have moved by more than one risk band or have no risk band;

(c) that are in arrears (have currently missed a repayment) or are in default (that have missed consecutive repayments);

(d) if, after the application of any mark-up or mark-down, the simple interest rate the buyer would receive if they held the loan part to maturity, and the borrower continues to make all repayments on time ("Buyer Rate") is less than 4% per annum; or

(e) where the proposed transaction is part of a loan securitisation exercise (other than a securitisation exercise which has been agreed to by Funding Circle in our absolute discretion).

7.2 The limitation in clause 7.1(a) will not apply where the loan is an interest-only repayment loan.

7.3 You can apply a mark-up of up to 3% or a mark down of up to 20% of the outstanding principal value of each loan part, to each loan part you decide to sell, subject to the restrictions in clause 7.1(d).

7.4 The sale price for loan parts will be the outstanding principal amount lent plus the mark-up or mark-down you may choose to apply to the loan parts plus any interest accrued during the month. The accrued interest will be updated automatically at the end of each day.

7.5 To use Autosale, you choose the total amount you want to raise from selling your loan parts. Autosale will then list loan parts with a total sale value close to the amount you want to raise on the platform. Loan parts for sale will be listed on the platform for sale for 14 days, after which those loan parts that have not been sold will be removed from the sale listing and you will continue to be the investor for that loan. You may choose to relist the loan parts straight away if you wish.

7.6 You can also sell loan parts outside of the Autosale tool on an individual basis, which allows you to decide exactly which loans you wish to sell. You can select the loans you want to sell in the My Account section of the platform, and these loans will be listed on the platform for sale for 14 days after which loan parts will be removed from the sale listing and you will continue to be the investor for that loan.

7.7 If you sell loan parts, the sale proceeds will be transferred to your Funding Circle investor account from the buying investor's Investor Account after deduction of the Funding Circle loan part sale fee (see clause 8.2 below).

7.8 We may decide to extend or reduce the 14 day list period from time to time.

7.9 For the avoidance of doubt, it is not currently possible to sell whole loans (or interests in whole loans) on the Funding Circle platform.

7.10 The legal process of selling a loan part is detailed within clause 6 of the Loan Conditions.

8. Fees

8.1 We have the right to charge an annualised fee of 1% of the outstanding principal (the "Servicing Fee") (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 any loan to cover our role in providing intermediary services in relation to the introduction of you and the Borrower and the costs of running the website and administering the loans. The Servicing Fee is included in the rate of interest stated in the Key Contract Terms for the relevant loan and will be taken directly from loan repayments. The Servicing 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.

8.2 If you decide to sell a loan part, we will also charge a loan part sale fee of 0.25% (the "Sale Fee") of the total outstanding principal value of each loan part sold.

8.3 If we terminate the Loan Contract (or otherwise if a loan becomes 4 months in arrears) we may apply a collections charge based upon the total outstanding amount of the loan. This collections charge is payable by the borrower immediately. The bandings of the collections charge is available at the following link https://fundingcircle.zendesk.com/entries/80041273-Are-there-any-additional-costs-that-could-apply-to-my-loan-. For the avoidance of doubt, if a payment plan is entered into we will allocate only up to a maximum of 20% of each recoveries payment received against the collections charge.

9. The role of Funding Circle

We perform an intermediary role in matching borrowers and investors as well as an administrative role in facilitating payments, collection of sums due and onward distribution of funds. We are not a party to any Loan Contracts, save where we act as an investor in our own right (though we have third party rights under the Loan Contracts). If we cease trading, we have arrangements in place with a financially stable third party back-up servicer who would take on our servicing obligations (see clause 15 (Back-up servicer arrangements) for more details).We may perform additional tasks in the event that a whole loan or a loan part is secured, as outlined in the next clause. We may pass on to investors available credit reference data on borrowers to assist each investor's analysis of each loan request and to add value to the credit analysis as part of our underwriting exercise.

10. Security and the role of Funding Circle Trustee Limited and Funding Circle Property Finance Limited

10.1 If a loan is a secured loan, the following security provisions will apply:

(a) If a loan is a secured loan, the borrower's obligations under the Loan Contract to you and others will be secured by an all assets security agreement and/or chattels mortgage and/or a legal mortgage.

(b) If a loan is a secured property finance loan, the borrower's obligation under the Loan Contract to you and others will be secured by a legal mortgage (and in some cases an all assets security agreement and/or assignment of rent or contracts).

(c) If a loan is a Property Finance Loan (secured by a Legal Mortgage), a Secured Loan (secured by an All Assets Security Agreement) or a Chattels Mortgage, the borrower shall at its own expense execute and do all such acts and things as the Investors, Funding Circle or (if applicable) the Security Holder may require which are necessary or desirable for perfecting or protecting the security intended to be granted by that mortgage or security agreement. If the Legal Mortgage, All Assets Security Agreement or Chattels Mortgage (as applicable) becomes enforceable, the Borrower shall also do all such acts or things required to enable the realisation of all or any part of the assets which are subject to that mortgage or security agreement and the exercise of all powers, authorities and discretions vested in the Investors, the Security Holder or in any receiver of all or any part of those assets. ​The Borrower acknowledges that all security held and to be held by the Investors or the Security Holder shall secure all of its liabilities to the Investors of whatever nature.

(d) The security will be held in the name of Funding Circle Trustee Limited ("FCTL") or, in the case of a property finance loan, in the name of Funding Circle Property Finance Limited ("FCPFL") (FCTL or FCPFL being the "Security Holder"), each being a separate wholly owned subsidiary of Funding Circle Limited, whose sole purpose is to hold security for and on behalf of investors, members of the Funding Circle Group and other persons who may from time to time take on our servicing obligations in relation to loans and to hold the legal rights, title and interest to any loan that has defaulted. In the remainder of these conditions, a reference to "Security Agent" is a reference to FCL, which shall act as agent for the Security Holder.

(d) In the event that a borrower fails to make a payment when due or defaults in meeting any material obligations of the loan, you agree that (in addition to us taking steps to collect the outstanding debt) we may (once the loan has been assigned in accordance with clause 12.4) enforce any such security on your behalf and on behalf of other investors having the benefit of the security from time to time.

10.2 You agree that the Security Agent will act on your and others’ behalf as agent of the Security Holder in respect of the borrower's liabilities to you and others under each Loan. All communications to a borrower in connection with any such security will be made by us (acting as the Security Agent). In appointing the Security Agent as your agent for this purpose you authorise the Security Agent and/or any person appointed by it for this purpose to exercise the rights, powers and discretions conferred on the Security Agent under the relevant security documents together with any incidental rights, powers and discretions conferred by law.

10.3 Where the Security Agent has been provided with information by a relevant borrower, the Security Agent may provide to you certain information about the assets of that borrower and/or an asset register detailing such assets together with estimated forced re-sale value of such assets on enforcement. In such circumstances, any asset valuation provided will be indicative of the value of the asset or assets only and realisation on enforcement in connection with the sale of such asset or assets may be lower (or higher) than the value set out in the asset register.

10.4 The Security Agent is irrevocably appointed by the Investors and the Security Holder to deal with the assets charged under any security upon trust for itself, the Security Holder and certain investors members of the Funding Circle Group and other persons who may from time to time take on our servicing obligations in relation to loans to that borrower (including you). From time to time the Security Agent may perform (before or after any enforcement under the terms of the security) all obligations, rights and benefits given to the Security Agent by any all assets security agreement, assignments, legal mortgage and/or chattels mortgage and by any future security that the Security Agent may take in respect of the debt due under the loan or under any document entered into pursuant to such all assets security agreement, assignments, legal mortgage, chattels mortgage and/or future security. The Security Agent shall have certain powers and discretions conferred upon it by the Security Holder as a trustee and may also rely on (i) any representation, notice or document believed by it to be genuine correct and appropriately authorised and (ii) any statement made by any director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

10.5 Where the Security Holder holds an all assets security agreement, an assignment, a legal mortgage or a chattels mortgage in respect of one or more loans or the liabilities of a particular borrower, that all assets security agreement, assignment, legal mortgage or chattels mortgage will generally operate to secure all monies due from that borrower to investors on the Funding Circle platform from time to time.

10.6 The Security Holder may hold one or more different types of security in respect of one or more loans to a particular Borrower. Such security may be fixed charges, floating charges, assignments, legal mortgages and/or chattels mortgages, and may relate to Funding Circle loans as follows:

(a) in respect of a specific Funding Circle loan only ("Specific Loan Security");

(b) all monies in respect of all Property Development or Property Investment loans, bridging finance and other property-specific loans ("Property All Monies Security"); and

(c) all monies in respect of all Funding Circle loans made to the Borrower ("General All Monies Security"),

Each of a Specific Loan Security, a Property All Monies Security and a General All Monies Security is a "Security".

10.7 (a) In performing its duties and obligations under, and exercising its rights, powers and discretions under, any Security, the Security Agent and the Security Holder (and any person acting on their behalf) shall act, and shall be entitled to act, in the interests of, and (unless otherwise required by law) shall make distributions to, investors, in accordance with the following principles and, neither the Security Holder, Security Agent nor any person on their behalf shall be liable for any loss suffered by any investor if it shall do so.

(b) Any monies received or recovered in respect of any Security shall be applied first in payment or reimbursement of all costs, expenses, losses or liabilities incurred by the Security Agent, the Security Holder (or any person acting on its behalf) or by any receiver.

(c) Any monies received in respect of a Specific Loan Security (after the distribution referred to in paragraph (b) above) shall be applied in discharge of the specific loan identified as being secured thereby.

(d) If the borrower has created more than one Specific Loan Security in respect of the same asset, any monies recovered (after the distribution in paragraph (b) above) shall be applied in discharging the relevant specific loans identified as being secured thereby in the order in which the Specific Loan Securities were entered into.

(e) If the borrower has created one or more Specific Loan Securities and a Property All Monies Security and/or a General All Monies Security, any balance (after the distributions referred to above) will be applied in payment of the loan or loans secured by the Property All Monies Security and/or the All Monies Security in accordance with the principles described below.

(f) Any monies received or recovered in respect of a Property All Monies Security (after the distribution referred to in paragraphs (b) to (d) above) shall be applied in discharging the loan or loans expressed to have the benefit of such security and, if there is more than one such loan, such monies shall be applied in the order specified in the investor report or specified on the relevant borrower’s page on the Funding Circle platform at the time the loan was first made available for bids on the platform.

(g) Any monies received or recovered in respect of a General All Monies Security (after the distribution referred to in paragraphs (b) to (d) above) shall be applied in discharging the loan or loans expressed to have the benefit of such security thereby and, if there is more than one such loan, such monies shall be applied pari passu and pro rata by reference to the principal amounts owing to the relevant investors.

(h) Monies received or recovered in respect of any loan or loans which do not have the benefit of any Security shall be applied by Funding Circle on a pari passu basis by reference to the principal amounts owing to the relevant investors.

10.8 Funding Circle may, at any time and without notice, grant or consent to further loans to any Borrower (notwithstanding any conflict or potential conflict of interests), which (if through the Funding Circle platform) may or may not be secured by existing Property All Monies Security, General All Monies Security and/or may be secured by new Specific Loan Security.

10.9 For the avoidance of doubt, Funding Circle shall not be liable to any party for any direct or indirect losses arising from or in connection with any action taken (or not taken, as the case may be) by Funding Circle to maximise recoveries for certain groups of investors over other groups of investors in accordance with clauses 10.6 - 10.8 above and for this purpose you authorise the Security Holder (or the Security Agent acting on its behalf) to grant such consents to the creation by any borrower of security (including additional security over any assets which are the subject of security for your loan or loans) to that borrower as may be necessary and acknowledge that this may affect the priority of your loan or loans and therefore may affect the amount which can be recovered in respect of your loan or loans on enforcement.

10.10 If the Security Agent is required to enforce any security agreement held by the Security Holder, and any proceeds of recovery become available (after allowing for all of the Security Agent's costs and the Security Holder’s costs of enforcement), it is possible that the available proceeds will not be sufficient to discharge all obligations owed by the borrower at that time to investors on the Funding Circle platform. In addition, it is possible that there may be other creditors of the borrower that have claims that may be recovered in priority to those of the Security Agent and the Funding Circle investors, so the existence of such an all assets security agreement, assignment, legal mortgage and/or chattels mortgage should not be considered to be a guarantee of certain repayment in the event of failure by the borrower in meeting its payments.

10.11 You agree that the Security Agent and the Security Holder shall be entitled to be repaid and reimbursed out of the proceeds of any recovery under any all assets security agreement, assignment, legal mortgage and/or chattels mortgage or otherwise and that you will pay all costs incurred by or on behalf of the Security Agent in enforcing the security or in complying with any instructions from you in connection with any security agreement. You will only be responsible for payment of such costs out of the proceeds of any recovery from the relevant borrower.

11. Large Asset Finance and the role of Funding Circle Asset Finance Limited

11.1 If the loan is an asset finance loan, the loan shall be used by the borrower in procuring the use of a specific business asset or assets. It must be paid by the borrower to Funding Circle Asset Finance Limited ("FCAF"), a separate wholly owned subsidiary of Funding Circle Limited (along with any deposit payable by the borrower to FCAF under the applicable conditional sale or lease agreement) to satisfy the payment of the asset procurement charge and the finance arrangement charge under the applicable conditional sale or lease agreement.

11.2 In such circumstances FCAF may obtain a third party asset valuation report (which may be provided to you as investor) in connection with the underlying asset. Such valuation will be indicative of the value of the business asset or assets only.

11.3 In such circumstances, you agree that FCAF will act as asset financier in respect of the assets made available to the borrower under the terms of the conditional sale or leasing arrangement. FCAF will hold the title to the assets and from time to time FCAF may perform all obligations, right and benefits given to FCAF as legal title holder of the assets, until such time that the conditional sale is completed.

11.4 To manage any repayments in the circumstances set out at clause 12 (Missed payments) below, FCAF shall, as required, hold and manage any sums realised from the sale of business asset(s) (the "Realisation Proceeds") on the terms set out in clauses 11.5 and 11.6 below.

11.5 Where FCAF holds and manages an asset that has been funded by a particular asset finance loan, that asset will generally be managed with a view to providing additional comfort for the investors of the underlying asset finance loan that a source for repayment will exist in the circumstances following any default by the borrower (after allowing for all of FCAF's costs of recovery). It is possible that the available Realisation Proceeds will not be sufficient to discharge all obligations owing by the borrower at that time to investors who have lent the underlying asset finance proceeds on the Funding Circle platform. If that is the case, then the investors shall only be entitled to recover their proportionate share of such Realisation Proceeds, so the existence of such recourse to the underlying asset should not be considered to be a guarantee of certain repayment in the event of failure by the borrower in meetings its payments.

11.6 You agree that FCAF shall be entitled to be repaid and reimbursed out of the proceeds of any recovery against a finance asset and that you will pay all reasonable costs incurred by FCAF in recovery and realising those assets. You will only be responsible for payment of such costs incurred by FCAF out of the proceeds of any recovery and to the extent that such costs cannot otherwise be recovered by FCAF from the relevant borrower. 

12. Missed payments

12.1 You agree that in the event of missed payments on a loan we will take the administrative steps set out in clauses 12.2 to 12.4 below on your behalf. In certain circumstances, we may act outside and/or ahead of the following process to (a) pursue missed payments, (b) seek information from borrowers or otherwise engage with borrowers or (c) take steps to prevent the occurrence of missed payments or default, in each case where we consider this to be in the best interests of investors. We may recover our reasonable costs as a priority from any amount recovered.

12.2 If the borrower misses a payment or only partially pays, the amount due to you and the other investors, we (ourselves or through an agent acting on our behalf) will contact the borrower to inform them that we will reattempt to collect the outstanding payment in respect of that loan. If our reattempt to collect the funds fails 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 your and any other investors’ behalf and you authorise us to use the Collections Agency on your behalf. Any fee that the Collections Agency charges for this initial debt chasing may be added to the loan amounts that they are seeking to collect (and, for the avoidance of doubt, FCL shall not apply any collections charges where a Collections Agency has been instructed).

12.3 If the borrower misses, fails to pay or only partially pays any monthly instalments, or if the borrower is otherwise in breach of any of the Loan Conditions, the loan may be placed into default and we may engage field agents to attempt to collect the total loan amount outstanding. We may deduct up to 40% of the amount recovered from the borrower to cover the costs of third parties (such as field agents) as well as any collections charges that we may apply to cover the costs of the in-house Collections & Recoveries team (see clause 8.3) and the remaining proceeds will be distributed to investors. Where reasonably possible any deductions for third party costs or collections charges will be added on to the loan amount outstanding so as not to reduce the amount investors receive.

12.4 If the loan is placed into default, Funding Circle will notify you (by way of note in your Funding Circle investor account) that all of the outstanding loan parts or the whole loan will be assigned to FCTL or FCPFL to hold as legal owner on trust for the investors and you agree to such assignment. We need to assign the debt to one of our subsidiaries to enable us to commence legal proceedings against the borrower for the full amount outstanding. We, acting on behalf of FCTL or FCPFL will then investigate the amount of debt that is likely to be successfully recovered through the courts. If we deem it appropriate, we will instruct solicitors to file court claims to recover the debt. FCTL or FCPFL will pay back to investors in their proportionate share any funds successfully recovered, less its costs incurred during that recovery and any relevant collections charges (subject to the 40% cap referred to in clause 12.3). We will act in a fair and equitable manner to achieve maximum recovery for all affected investors, which may include agreeing new payment terms or selling the debt to a third party.

12.5 Where the relevant loan or loans are secured, the relevant Security Agent will take the steps outlined in clause 10 above.

12.6 Where the relevant loan or loans are a large asset finance loan and the borrower has missed any payments, FCAF may take the following steps:

(a) FCAF may terminate its consent to the borrower's possession of the business asset or assets and the borrower shall be required to deliver to FCAF the assets that are subject to the conditional sale or leasing arrangement. FCAF (or its authorised representatives) may, without notice and at the borrower's expense, take possession of the assets;

(b) upon recovery of the business asset or assets, and failing any full settlement of all liabilities due by the borrower, FCAF may as legal title holder of the business assets elect to sell the asset or assets at such price that it deems fit. In such circumstances, any asset valuation report provided as described in clause 11.2 above will be indicative of the value of the business asset or assets only and any realisation or sale proceeds in connection with the sale of such asset or assets may be lower (or higher) than the value set out in such asset valuation report. FCAF is under no obligation to sell the asset or assets under the circumstances set out in this clause 12 for the value set out in the asset valuation report;

(c) FCAF shall (after allowing for the costs of recovery and sale) hold and manage the net Realisation Proceeds and shall at its discretion transfer such funds to Funding Circle Limited to be distributed to the relevant investors (pro rata) in repayment of the underlying asset finance loan or loans;

(d) any Realisation Proceeds shall only be transferred to Funding Circle Limited for distribution and payment to investors: (i) at the discretion of FCAF; and (ii) within such period as FCAF deems reasonable following receipt of the sale proceeds and satisfaction of all related expenses.

12.7 Funding Circle will keep you up to date with the progress of its efforts to collect missed payments and to recover defaulted debt, and such progress can be viewed in the My Account section of the platform.

12.8 Under previous terms and conditions, it was possible for an investor to opt out of novating their loan parts or whole loans to FCTL or FCPFIL (as appropriate). Any investor who has opted out of novating their loan parts or whole loans to FCTL or FCPFL (as appropriate) under previous terms and conditions hereby undertakes separately to each of Funding Circle Limited, FCTL, FCPFL, the borrower and the other investors (if any) that it will act at all times in a fair, transparent and proportionate manner having due regard to the borrower and/or guarantor; without causing any harm or potential harm to Funding Circle's reputation (in our absolute discretion); and in compliance with all relevant laws, regulations and best practice guidance.

13. Terminating your membership of Funding Circle

13.1 If you no longer want to be a member of Funding Circle then, provided you have no Loan Contracts, loan parts or Active Bids currently in force (see clause 13.2 below), you can let us know and we will end your membership such that your agreement with us shall be terminated with effect from that date.

13.2 You are unable to end your membership and terminate your agreement with us, and so cannot close your Investor Account, unless and until you have no Loan Contracts, loan parts or Active Bids in force or in place. This means that, if you wish to end your membership and terminate your agreement with us, you could take steps to seek to put yourself in a position where you can do so (including by not making any Active Bids, seeking to sell loan parts pursuant to clause 7 or waiting until Loan Contracts have expired and the loan is at an end and/or waiting until proceedings against the relevant borrowers have ceased).

13.3 Clause 13.2 does not prevent you from withdrawing any cash standing to the credit of your Investor Account (and which is available for withdrawal) in the interim in accordance with clause 1.13.

13.4 All charges shall continue to apply to your Investor Account until such time as it may be closed and our agreement with you is terminated.

13.5 We may end your membership of Funding Circle at any time if:

(a) you breach these terms and conditions or are in breach of any regulatory requirements relating to your activity as an investor on the platform;

(b) you breach any Loan Contract;

(c) we suspect that you have committed fraud, been involved in money laundering or other criminal activities;

(d) it comes to our attention that you have provided information to us which we subsequently find to be materially incorrect, inaccurate or false;

(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";

(iv) to cause annoyance, inconvenience or needless anxiety or in a way that restricts or inhibits anyone else’s use and enjoyment of the platform;

(v) for a purpose for which the platform is not intended or other than as a marketplace for lending to SMEs; or

(g) there is no activity in your Investor Account within a 12 month period.

13.6 On termination we will credit your bank or building society account with any funds left in your Funding Circle investor account or send a cheque to the address last provided by you.

14. Investor's agreements with Funding Circle

14.1 You agree that:

(a) Funding Circle is giving no undertaking nor giving any warranty or representation as to (i) the ability of a borrower to pay and/or (ii) a borrowers credit risk;

(b) Funding Circle is in no way liable for the debts of borrowers;

(c) calculations we may provide on the platform of the likely rate of return on loans are for guidance purposes only and are not guaranteed;

(d) the information on the platform does not constitute advice, recommendation or an endorsement of loan requests or borrowers and that the information is not intended to be relied upon as a sole basis for deciding whether or not to lend to a particular business;

(e) Funding Circle is making no representation nor giving any warranty as to the accuracy of the data displayed for loan requests, nor whether the information is up to date or error free;

(f) Funding Circle does not guarantee that there will be sufficient bids to fully fund loans and allow your funds to be lent out, that there will be sufficient borrowers for you to lend to or that there are sufficient other investors to buy your loan parts should you wish to sell them;

(g) Funding Circle does not guarantee that loan parts listed for sale will be bought by other investors or the time it will take to withdraw funds from Funding Circle by selling loan parts; and

(h) you are bidding and lending entirely at your own risk.

14.2 Where Funding Circle has implemented any form of personal guarantee in support of a loan on your behalf as an investor, you accept that the enforceability of such personal guarantee shall be subject to normal legal risks and limitations and that Funding Circle will not have ensured that any individual providing such a guarantee has been independently advised on the impact of such a personal guarantee. Such guarantees can be open to challenge in circumstances where the individual granting the guarantee has been subject to undue pressure or influence from a third party.

14.3 The Funding Circle platform is not intended or designed to be used, nor does Funding Circle permit any use of the platform, as a vehicle for generating loan assets (or purchasing interests in loan assets) as part of an investor's (or a member of an investor's group's) securitisation or fund-raising strategy, and shall not be used as such by any investor or a member of an investor's group without the prior written consent of Funding Circle (such consent may be withheld in Funding Circle's absolute discretion).

15. Back-up servicer arrangements

15.1 If our platform were to fail or we become insolvent, we would transfer our loan servicing obligations to a third party back-up servicer, Link Financial Outsourcing Limited, with whom we have entered into a back-up servicing arrangement. Link Financial Outsourcing Limited is authorised and regulated by the Financial Conduct Authority with permission to conduct consumer credit business under firm reference number 606817. We reserve the right to use a back-up servicer prior to insolvency where such action is in the best interests of all of the investors. If this happens:

(a) you would not be able to sell any loan parts;

(b) you would receive distributions of funds to your external bank or building society account on a quarterly basis;

(c) the My Account page on the platform and the rest of the platform would not be available for access by you; and

(d) you would receive quarterly statements of repayments and continue to receive annual statements (for tax purposes).

Our outsourced servicer would continue to collect the Servicing Fee. Our outsourced servicer may charge an additional special situation fee which will be included in the interest rate paid by the borrower. The total annual fees to cover the costs of running the website and administering the loans will not exceed 2% of the principal value of each loan part or whole loan outstanding.

16. General terms

16.1 The information provided on the platform is directed solely at and is for use solely by persons and organisations, including financial institutions, that meet the criteria set out in clause 1 above and the equivalent criteria set out in the terms and conditions applying to borrowers. The content provided through the 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.

16.2 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. Funding Circle supplied content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express written consent.

16.3 We are not responsible for content downloaded or posted by investors or borrowers on the platform. We may edit certain content downloaded or posted on the platform in our discretion to clarify content or remove offensive material but are not obliged to do so.

16.4 We will endeavour to ensure that the Funding Circle platform is available for you to use at any time. However, this is not something we are able to guarantee and there may be times when the platform is not available. We will do our best to notify you via our website when we know this service will be unavailable. You can contact us when the Funding Circle platform is not available by emailing contactus@fundingcircle.com or calling our customer service team on 020 7401 9111.

16.5 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.

16.6 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.

16.7 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.

16.8 The content and material available through 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. If you are unsure about whether a product is suitable you should contact an independent financial adviser.

16.9 You are responsible for all costs incurred by you in accessing the platform.

16.10 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.

16.11 We take reasonable precautions to ensure that our systems are secure. However, information transmitted via our systems 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.

16.12 The platform may contain links to websites. We accept no responsibility or liability for any material supplied by or contained on any third party website which is linked from or to the platform, or any use of personal data by such third party.

17. Privacy

You agree that any and all personal information you provide to us via this platform may be collected, stored, processed and used in accordance with our then current privacy policy (accessible online at http://www.fundingcircle.com/privacy).

18. Intellectual property rights

18.1 Subject to clause 18.3 below, as between you and us, we own all present and future copyright, registered and unregistered trade marks (including the goodwill thereon), 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.

18.2 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 (and associated goodwill) back to us.

18.3 You shall retain ownership of all copyright in data you upload or submit to the platform. You grant us a world-wide exclusive, royalty-free, perpetual, irrevocable licence to use, copy, distribute, publish and transmit such data in any manner.

18.4 We do not warrant or represent that the content of the platform does not infringe the rights of any third party.

19. Your liability to us

19.1 You shall be liable to us for any foreseeable loss or damage suffered by us as a result of:

(a) any breach of these terms and conditions or any Loan Contract by you;

(b) any fraudulent use of the Funding Circle platform; and

(c) any and all use of your username and password (including as provided for in clause 2.2 of these terms and conditions).

19.2 You shall also be liable to us as contemplated in clauses 10.11 and 11.6 above in circumstances where a loan is a secured loan.

19.3 You shall not be liable to us for loss or damage which is not foreseeable.

20. Our liability to you

20.1 We shall be liable to you for any foreseeable loss or damage suffered by you as a result of :

(a) any breach of these terms and conditions by us; and

(b) our negligence, wilful default or fraud by us or our employees.

20.2 We shall not be liable to you for loss or damage which is not foreseeable or from circumstances that are beyond our reasonable control.

20.3 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.

21. About us

21.1 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, EC4V 4AY, United Kingdom.

21.2 Funding Circle Limited is registered with the Information Commissioner (Z2133885).

21.3 Funding Circle Limited is a member of CIFAS - the UK's leading anti-fraud association.

21.4 Funding Circle Limited is regulated under an Interim Permission by the Financial Conduct Authority (FCA) (Licence No. 0635439).

21.5 Funding Circle is not directly covered by the Financial Services Compensation Scheme. However, you may be entitled to compensation from the Financial Services Compensation Scheme in respect of any money held by Funding Circle on your behalf if the bank or credit institution holding the money becomes insolvent. Further information is available at http://www.fcsc.org.uk and we would advise you further if this event were to occur.

22. Contacting us and Complaints

22.1 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-.

 

23. Amendments to these terms and conditions

23.1 We expect to need to update or amend these terms and conditions from time to time to comply with law or to meet our changing business requirements.

23.2 We may make changes to terms and conditions without your specific agreement where those updates are, in our reasonable opinion, of an immaterial and routine nature. 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 you can view them when you next log in. In these circumstances, by continuing to use the platform, or our services in allocating funds you have deposited, you agree to be bound by the amended terms and conditions.

23.3 These terms and conditions were last updated on 6 June 2016.

24. Other important terms

24.1 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.

24.2 All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of the agreement between us for any reason.

24.3 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.

24.4 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.

24.5 Please ensure that you read these terms and conditions, Loan Contracts and the API Terms of Use (if applicable) carefully as these will bind you and govern your relationship with us and borrowers. If you are uncertain as to your rights under them or would like an explanation, please get in touch with us.

24.6 Funding Circle may exercise any of its rights under these terms and conditions by itself or through any company or other legal entity which is under the control or ownership of Funding Circle (including without limitation FCTL, FCPFL or FCAF) and each such entity can rely on these terms as though it were a party to this contract.

24.7 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.

25. Client Money

25.1 We shall treat money that we receive from you or hold on your behalf as Client Money in accordance with the FCA’s Client Money rules. Client Money held for you will be subject to internal control mechanisms and proper accounting procedures in accordance with the Client Money rules. You are hereby notified, in accordance with Rule 7.10.7B of the FCA Client Assets sourcebook, that we have elected to hold monies held in relation to investors and prospective investors under non-P2P agreements (corporate bodies and partners in partnerships of four or more partners) in accordance with the FCA’s Client Money Rules with effect from 22 April 2016.

25.2 We will make arrangements for your money to be held in a segregated account separately from our own funds with a bank appropriately authorised, in line with our FCA obligations ("Client Bank Account") and in accordance with the Client Money rules and maintained specifically for you or for our members generally. Your money may be held with other members’ money in a pooled account and you consent to such pooling. Client Money will be held on an omnibus basis which means that if the bank were to fail, your funds would be affected by any shortfall in proportion to the value of your funds relative to the total sum of Client Money held in this way. We will not be responsible for any acts, omissions or default of any bank with which your money is held and in the event of insolvency of such bank, we would not be liable for any shortfall unless we had failed to comply with any duty of care or obligation to which we were subject.

25.3 Client money may be placed in client transaction accounts with solicitors in order to complete certain property finance transactions. These funds are held by the relevant solicitors under the Solicitors Regulation Authority Client Money Rules.

25.4 Funding Circle does not provide paper statements of client holdings. You can log into your accounts at any time and download a statement of your current Loan Contracts and see your "available funds" and "bid funds" which together account for the client money we are holding for you.

25.5 We will not pay interest on balances held as Client Money.

Terms and Conditions for Borrowers

Terms and Conditions for Borrowers

The following terms and conditions explain:

  • how Funding Circle works
  • how to become a member of Funding Circle as a borrower
  • how you may use the platform provided and maintained by Funding Circle.

If you decide to become a member of Funding Circle, you must comply with these terms and conditions. These terms and conditions should be read alongside, and are in addition to, our privacy policy (accessible online at http://www.fundingcircle.com/privacy).

Please read these terms and conditions carefully and print a copy for your future reference. By using this platform and the services provided via the platform or by any other systems provided by Funding Circle (whether directly or indirectly), you confirm that:

  • you have had a proper opportunity to read these terms and conditions and agree to be bound by them;

  • you have had a proper opportunity to read the privacy policy and agree to be bound by it; and

  • where you're acting on behalf of an LLP, limited company, partnership or other separate entity, they have had a proper opportunity to read these terms and conditions and the privacy policy, and agree to be bound by each of them.

If you do not agree to these terms and conditions or the privacy policy, you must stop using this platform immediately.

References in these terms and conditions to "Funding Circle", "FCL", "we", "us" and "our" means Funding Circle Limited. References to "systems" or "platform" means the platform, 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 which meets the borrower criteria set out below.

Each agreement between each investor and borrower is made up of our Loan Conditions and Key Contract Terms (as the same may be amended from time to time in accordance with these terms and conditions) (together the "Loan Contract"). The Loan Contract is a separate agreement and is governed by separate terms and conditions. If there is a conflict between these terms and conditions and the Loan Contract, the Loan Contract will prevail.

If you are using this platform and the services provided via the platform, agreeing to these terms and conditions or entering into a Loan Contract on behalf of an LLP, limited company, partnership or other separate entity you warrant that you are duly authorised to act on its behalf.

Funding Circle allows registered introducers to make a loan application on a borrower's behalf. If a registered introducer makes a loan application on your behalf, Funding Circle will be entitled to treat the loan application as having been made with your full authority. The terms of our privacy policy still apply to borrowers who choose to make applications through introducers . If you use an introducer to make a loan application on your behalf, you will not become a member of Funding Circle and your application will instead be made and managed through the introducer’s account.

1. How to become a borrower

1.1 To be a borrower 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, or be a property investment or development business;

(b) you must have and maintain a valid UK bank or building society account to facilitate repayments to investors;

(c) unless you are a property investment or development business, if you trade through an LLP or a limited company it must be registered with Companies House and you must have filed accounts at Companies House for the previous two consecutive financial years; save that if you have traded as a sole trader or partnership for a minimum of three years previously to becoming an LLP or a limited company, it must be registered with Companies House and you must have filed accounts at Companies House for the previous one financial year;

(d) if you are a sole trader you must be a permanent resident of the UK (excluding the Channel Islands and Isle of Man);

(e) if you are a partnership or LLP you must, unless Funding Circle agrees otherwise, 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, unless Funding Circle agrees otherwise: (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);

(g) your 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;

(h) your business must not have any outstanding county court judgments of more than £250.00 (save that, Funding Circle reserves the right to list businesses as borrowers which have county court judgments in excess of £250.00, from time to time and on a case by case basis if it considers it reasonable to do so);

(i) you must register and submit details of your business for publication on our website (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 3.1 below.

1.2 Borrowers must be in a business for profit and may not be public bodies, charities or trusts.

1.3 As part of the registration process we will need to authenticate the identity of the business and certain people authorised to act on its behalf. We will do this using credit reference agencies such as Equifax or Experian. We may also 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, you will not be able to borrow on the Funding Circle platform.

1.4 Once you are registered on the platform and have applied to borrow through Funding Circle, we will carry out credit and fraud checks on you as the proprietor, partner, member, shareholder or director, your business and other partners, members, shareholders or directors of the business 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 you to be a borrower on the Funding Circle platform.

1.5 You warrant and represent to Funding Circle that (i) all information provided to us in the course of the application and borrowing process is true and accurate in all respects, and that you do not anticipate or reasonably expect any material change to such information in the 6 months following your acceptance of the loan; and (ii) you will not omit to tell us any information you are aware of that would materially impact on the decision of an investor to lend to you via the Funding Circle platform. You agree that you will update us if any of the information you provide to us changes or is likely to materially change. If new or additional information comes to our attention which we believe would materially impact on the decision of an investor to lend to you or which would have resulted in a different outcome under our internal guidelines and policies when assessing your application then we reserve the right to de-list your loan or to otherwise cease to process your loan application at all or any further.

1.6 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 you by any third party) which could or might result in a material adverse change in your financial condition, business or assets.

1.7 You agree with us that you will promptly provide full details to Funding Circle upon you becoming aware of or suspecting that any of the circumstances in clauses 1.5 or 1.6 have occurred or may occur, and will also provide Funding Circle with such information as it may reasonably require about your financial condition, business and affairs from time to time.

1.8 You agree that, for as long as there are outstanding amounts owed by you to investors on the Funding Circle platform, you will provide to Funding Circle promptly on request by Funding Circle (or its agent):

(a) bank statements, up-to-date balance sheet  and cash-flow statements, as well as other financial information as Funding Circle may require from time to time;

(b) details and documents relating to operational policies and procedures; and

(c)  all relevant contracts or other documents that Funding Circle may require from time to time including any auditor reports, insurance documents, group structure charts and key contracts or agreements.

1.9 You agree that, for as long as there are outstanding amounts owed by you to investors on the Funding Circle platform, you will permit employees or agents of Funding Circle on reasonable notice and during business hours to attend and inspect your premises and inspect any secured assets and any of your books, accounts and records and to make copies of any such information.  You agree to meet with any such employee or agent within 21 days of request by Funding Circle, and answer all reasonable queries of such employee or agent.

1.10 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 you, you may not accept a loan unless you 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 borrower 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 borrower account and are not transferable without our prior written consent.

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. If you authorise an employee, sub-contractor, agent or other representative (including any intermediary) to use your Funding Circle borrower 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 17 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 borrower account is not you or we suspect illegal or fraudulent activity or unauthorised use.

3. The borrowing process

3.1 Where you are a limited company or an LLP, we may require directors and/or shareholders or members (as the case may be) to give a personal guarantee before any funds are released by us to you.

3.2 If your finances, business, governance structure or shareholder positions materially changes prior to Funding Circle releasing funds to you, Funding Circle may terminate the loan immediately without notice and in its absolute discretion. You will remain liable for any interest incurred between acceptance and termination.

3.3 Funding Circle gives each loan a risk band classification at the time a loan request is processed, which is based on information included in your 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.

3.4 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. If you receive an offer prior to your 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 have accepted the Key Contract Terms, the interest rate will not be changed. 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.

3.5 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).

3.6 If listed by us on our platform, we will randomly allocate your loan to either the partial loan marketplace or to the whole loan marketplace (although we may allocate your 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 your loan is allocated to the whole loan market it will be available to investors for one of them to lend the full amount requested.

3.7 Further to the allocation of the loan to the partial loan marketplace or the whole loan marketplace, a loan request page will be displayed on the platform. The Key Contract Terms forming part of the Loan Contract will contain the name of your business. Please see our privacy policy for more information on which details are provided to investors and those which are withheld, in particular paragraph 2.2 of our privacy policy (together with the page on our platform called "What information will be available to investors?" under "FAQs for Borrowers" as updated from time to time). We may amend details you provide on your loan request page (except information identifying you) at our discretion.

3.8 Once the loan request is listed, prospective investors will start bidding to lend to you parts or the whole of the amount you have requested.

3.9 The listing process shall expire on the earlier of (i) the date your loan request is fully funded, (ii) the date falling 7 calendar days after the date the listing is commenced (unless otherwise extended by Funding Circle in its absolute discretion) and (iii) the date on which we de-list a loan where we have exercised our discretion to do so.

3.10 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 you accept 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.

3.11 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).

3.12 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.

3.13 Save in certain specified circumstances, Funding Circle does not edit the information submitted or uploaded by borrowers which it then makes available to prospective investors via the Funding Circle platform and, therefore, we cannot guarantee its accuracy. Accordingly, we accept no responsibility or liability for the accuracy of the information provided by borrowers to prospective investors or the risk band classifications. Funding Circle may from time to time, but accepts no obligation to, update or amend 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). You agree that you shall inform us if any information we publish about you is untrue, inaccurate or misleading in any material respect.

3.14 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.

3.15 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, the money will then be transferred from each of the relevant Funding Circle investor accounts by us to your Funding Circle borrower account where it can be transferred to your bank or building society account.. 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.

3.15 Each loan will be for the period specified in the Loan Contract applying to it.

3.16 In all Loan Contracts and loan transfer documentation we will quote an investor's address as being "c/o Funding Circle Limited" and state Funding Circle's postal address. Each borrower agrees that all notices and communications to be given to an investor will be sent to Funding Circle on that investor's behalf and that this is sufficient to identify the investors for the purposes of the Loan Contracts. Details of relevant investors are available to you upon request.

4. Fees

4.1 We charge a completion fee of 1.5-6% depending on the term and the risk grade assigned by us. This completion fee is included in the total charge for credit in the Key Contract Terms and is deducted from the amount borrowed before it is transferred to you so you will receive the amount borrowed less the completion fee. Where an application is made by a registered introducer on your behalf, a different completion fee may be charged. On your request, a registered introducer must disclose its share of the fee charged.

4.2 Where the loan is a large asset finance loan, the completion fee above shall include the finance arrangement charge of £100 payable by a borrower to Funding Circle Asset Finance Limited under the relevant conditional sale or lease agreement. There will also be an additional charge of £10 plus £1 per quarter payable on the final asset purchase completion date, and this will be detailed in the conditional sale or lease agreement itself.

4.3 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 credit assessment processes, which is a no-cost added value arrangement only. 

4.4 We may choose to waive or reduce the above stated fees from time to time.

5. Repaying the loan

5.1 The amount of the monthly or other scheduled repayments payable to investors in respect of the loans will be set out in the Loan Contract, 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).

5.2 We will collect the repayment amounts each month or as otherwise set out in the Loan Contract from your bank or building society account using direct debit or debit card repayments, or using credit card repayments. We will charge a fee for each repayment made using a credit card. We will collect the repayment amount due up to 5 days before the date specified in the Loan Contract in order to ensure that funds are received and distributed to investors.

5.3 The monthly or other scheduled repayments payable by you to each investor can be viewed in the My Account section of the platform. You may repay an entire loan early at any time at no extra cost provided you pay the principal amount outstanding together with the interest due until the end of the month in which the loan is so repaid.

5.4 In certain circumstances, Funding Circle may (but is not obliged to) enforce certain terms of each Loan Contract on behalf of the Investors under it. In doing so, Funding Circle is authorised to act as agent on behalf of the relevant investors (in accordance with its agreed terms and conditions with the investors) in taking such action.

6. Security

6.1 If your loan is a secured loan, the following security provisions will apply:

(a) If your loan is a secured loan, each loan and your obligations under the Loan Contract will be secured by way of an all assets security agreement and/or a chattels mortgage and/or a legal mortgage.

(b) If your loan is a secured property finance loan, each loan and your obligations under the Loan Contract will be secured by way of a legal mortgage (and in some cases an all assets security agreement and/or assignment of rent or contracts).

(c) ​​If your loan is a Property Finance Loan (secured by a Legal Mortgage), a Secured Loan (secured by an All Assets Security Agreement) or a Chattels Mortgage, you shall at your own expense execute and do all such acts and things as the Investors, Funding Circle or (if applicable) the Security Holder may require which are necessary or desirable for perfecting or protecting the security intended to be granted by that mortgage or security agreement. If the Legal Mortgage, All Assets Security Agreement or Chattels Mortgage (as applicable) becomes enforceable, you shall also do all such acts or things required to enable the realisation of all or any part of the assets which are subject to that mortgage or security agreement and the exercise of all powers, authorities and discretions vested in the Investors, the Security Holder or in any receiver of all or any part of those assets. ​You acknowledge that all security held and to be held by the Investors or the Security Holder shall secure all of your liabilities to the Investors of whatever nature.

(d) The security will be held in the name of Funding Circle Trustee Limited ("FCTL") or, in the case of a property finance loan, in the name of Funding Circle Property Finance Limited ("FCPFL"), each being a separate wholly owned subsidiary of Funding Circle Limited, whose sole purpose is to hold security for and on behalf of Investors and to hold the legal rights, title and interest to any loan that has defaulted.

(e) In the event that you fail to make a payment when due or default in meeting any of your material obligations in respect of the loan, you agree that (in addition to us taking steps to collect the outstanding debt) we may (once the loan has been assigned in accordance with clause 8.4) instruct FCTL or, as relevant, FCPFL , to enforce any such security on behalf of the relevant Investors.

6.2 Where FCTL or FCPFL holds an all assets security agreement, assignment, legal mortgage and/or chattels mortgage in respect of a particular loan that security agreement, assignment, legal mortgage and/or chattels mortgage will generally operate to secure all monies due from you to all investors on the Funding Circle platform from time to time, and generally be assignable by FCTL or FCPFL to any other third party who may acquire all of the rights of investors under the related Loan Contracts.

6.3 You agree that FCL, FCTL and FCPFL shall be entitled to be repaid and indemnified in respect of all costs incurred by them in connection with any necessary or desirable registration or enforcement of the security constituted by any all assets security agreement, assignment, legal mortgage or chattels mortgage or any other security held from time to time in respect of your obligations under the Loan Contract at Companies House, the Land Registry or any other body (as may be appropriate) and that you will, on demand, pay to FCL, FCTL and FCPFL (as security holder on behalf of the investors) all such costs and expenses.

7. Large Asset Finance Loans

7.1 If your loan is a large asset finance loan, the loan shall be used by you in procuring the use of a specific business asset or assets. It must be paid by you to Funding Circle Asset Finance Limited ("FCAF"), a separate wholly owned subsidiary of Funding Circle Limited (along with any deposit payable by you to FCAF under the applicable conditional sale or lease agreement) to satisfy the payment of the asset procurement charge and the finance arrangement charge under the applicable conditional sale or lease agreement. In such circumstances, you agree that the principal amount of the loan may be remitted directly to FCAF to satisfy your obligation to pay the asset procurement charge and the finance arrangement charge.

7.2 Should you miss any payments or default in meeting any material obligations on the loan, you are likely to lose the use of the business asset or assets funded by the loan.

7.3 Where FCAF have taken the steps outlined at clause 8.6 below, you agree that FCAF shall be entitled to be repaid and indemnified for all costs incurred by FCAF in recovering the business asset or assets and that you will, on demand, pay to FCAF (as asset financier) all such costs.

8. Missing payments

8.1 If at any time you believe that you may not be able to make one or more repayments under a Loan Contract, please contact us immediately. If you miss a payment or only partially pay the amount due, we (ourselves or through an agent acting on our behalf) will contact you and ask you why you have missed a repayment, and we will attempt to collect the payment. We reserve the right to contact you by any method necessary including, without limitation, by letter, email, phone call, SMS or by sending private messages to your affiliated social media accounts.. If our reattempt to collect the funds fails, 2 days after the payment was due your 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.

8.2 If payment has still not been made 7 days from the date payment was due, Funding Circle may charge you administration fees up to 15% of the missed payment amount which would be in addition to the loan sums due. This fee will be payable immediately. We may also charge other fees to cover our tracing charges, field agents' costs, litigation costs, expenses and other such 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.

8.3 Save in exceptional circumstances (such circumstances being deemed exceptional by Funding Circle in its absolute discretion from time to time), if you miss, fail to pay or only partially pay, three or more consecutive monthly instalments, or if you otherwise fail to comply with any term or condition of the Loan Conditions, the loan will be placed into default and we will issue you with a default notice and termination notice and will pursue you for the total loan amount outstanding. We will try to give you 17 days' notice before filing a default on your credit reference file although we may not always be able to do so. Please see our privacy policy for more details on how we disclose information about you.

8.4 If we and/or the Collections Agency is still unable to collect the debt, investors will assign their loan interests to FCTL or FCPFL (the "Security Holder") to hold as legal owner on trust for the investors, FCL (as "Security Agent", acting on behalf of the Security Holder) may take such steps as it considers necessary or desirable to recover the amount owed from you 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://fundingcircle.zendesk.com/entries/80041273-Are-there-any-additional-costs-that-could-apply-to-my-loan-) in addition to any third party costs (including without limitation any external legal fees). Such costs and charges will be passed on to you as the defaulting borrower (and are payable immediately). 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 loan parts or whole loans to FCTL or FCPFL but if they do so they undertake 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.

8.5 Notwithstanding the provisions in clauses 8.1 to 8.3 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, 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 you (or any guarantor of the loan) enters or is deemed to be likely to enter any formal or informal insolvency process, In circumstances where the relevant loan or loans are secured, we will take the steps outlined in clause 6 above.

8.6 In circumstances where the relevant loan or loans are large asset finance loans, FCAF may (or its authorised representatives may), without notice and at your 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.

8.7 If we agree a payment plan with you we may, at any time, verify the affordability of the payment plan by requesting information from you, which you will promptly provide, and by carrying out online checks made with credit reference agencies such as CreditSafe, Equifax or Experian.

8.8 If you miss a payment on your original repayment schedule, we may send you payment reminders (by any method necessary, including without limitation, by email, phone call, SMS or by sending private messages to your affiliated social media accounts) unless you expressly ask us not to.

9. Terminating your membership of Funding Circle

9.1 If you no longer want to be a member of Funding Circle and provided you have no Loan Contracts currently in force, you can let us know and we will end your membership.

9.2 We may end your membership of Funding Circle at any time if:

(a) you breach these terms and conditions;

(b) you breach any term or condition (including without limitation any warranty or representation) of the Loan Contract, or any other security document or other document arising from or in connection with you receiving a loan through the Funding Circle platform (including without limitation any Facility Agreement in respect of property finance loans);

(c) you enter into any other new unsecured borrowing arrangement (or any arrangement having the effect of a borrowing) with any third party where the total amount of external finance raised from third parties would as a result exceed the higher of £25,000 and 30% of the total amount lent to you on all existing Funding Circle loans, without the prior written consent of Funding Circle (such consent shall not be unreasonably withheld and this clause shall not restrict you from entering into asset-specific financing or invoice purchasing arrangements);

(d) you give any fixed or floating charge security (or any indemnity or guarantee in respect of any borrowing by any associated or connected party) to any third party after the date that the Loan Contract is entered into without our prior written consent;

(e) you breach the terms of any conditional sale or lease agreement entered into for the use of an asset that is the subject of a large asset finance loan;

(f) we suspect that you have committed fraud, been involved in money laundering or other criminal activities;

(g) 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;

(h) 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; or

(j) it comes to our attention that you have provided information to us which we subsequently find to be materially incorrect, inaccurate or false.

9.3 Termination of your membership of Funding Circle will not necessarily result in a termination of any Loan Contract to which you are a party at that time.

9.4 On termination, and once all sums actually or potentially due from you to investors and us have been repaid, we will credit your bank or building society account with any funds left in your Funding Circle borrower account or send a cheque to the address last provided by you.

10. Borrower's agreements with Funding Circle

10.1 Membership of Funding Circle does not in any way constitute an obligation on us to procure funding for borrowers or constitute a warranty or other assurance by us that funding will be available.

10.2 If any personal guarantee is provided of the borrower's obligations, the borrower, directors, shareholders and members represent and warrant that there has been no undue influence or inducement of the guarantor.

10.3 If you are a borrower through the Funding Circle platform, you generally cannot also be an investor while you have loans outstanding. An exception would be where you are lending in your own individual capacity but you happen to be a director or owner of a business borrowing money. We also retain the discretion to grant specific exceptions to this rule.

11. General terms

11.1 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 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.

11.2 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.

11.3 We are not responsible for content downloaded or posted by investors or borrowers on the platform. We will not edit content downloaded or posted on the platform.

11.4 We will endeavour to ensure that the Funding Circle platform is available for you to use at any time. However, this is not something we are able to guarantee and there may be times when the platform is not available. We will do our best to notify you via our website when we know this service will be unavailable. You can contact us when the Funding Circle platform is not available by emailing contactus@fundingcircle.com or calling our customer service team on 020 7401 9111.

11.5 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.

11.6 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.

11.7 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.

11.8 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. If you are unsure about whether a product is suitable you should contact an independent financial adviser.

11.9 You are responsible for all costs incurred by you in accessing the platform.

11.10 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.

11.11 We take reasonable precautions to ensure that our systems are secure. However, 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.

11.12 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 website which is linked from or to the platform, or any use of personal data by such third party.

12. Privacy

You agree that any and all personal information you provide to us via this platform may be collected, stored, processed and used in accordance with our current privacy policy (accessible online at: http://www.fundingcircle.com/privacy).

13. Intellectual property rights

13.1 Subject to clause 11.3 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.

13.2 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.

13.3 You 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.

13.4 We do not warrant or represent that the content of the platform does not infringe the rights of any third party.

14. Your liability to us

14.1 You shall be liable to us for any loss or damage suffered by us as a result of:

(a) any breach of these terms and conditions or any Loan Contract by you;

(b) your negligence or wilful default;

(c) any fraudulent use of the Funding Circle platform; and

(d) any and all use of your username and password (including as provided for in clause 2.2 of these terms and conditions).

14.2 You shall also be further liable to us as contemplated by clauses 6.2 and 6.4 above in circumstances where a loan is to be a secured loan.

14.3 Save as provided in clause 14.3, you shall not be liable to us for loss or damage which is not foreseeable.

14.4 Nothing in these terms and conditions shall limit your liability for personal injury or death caused by your negligence, by fraud or for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.

15. Our liability to you

15.1 We shall be liable to you for any loss or damage suffered by you as a result of:

(a) any breach of these terms and conditions by us; and

(b) our negligence or wilful default or fraud by us or our employees.

15.2 Save as provided in clause 15.3, we shall not be liable to you for loss or damage which is not foreseeable or from circumstances that are beyond our reasonable control.

15.3 Nothing in these terms and conditions shall limit our liability for personal injury or death caused by our negligence, for fraud or for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.

16. About us

16.1 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, EC4V 4AY, United Kingdom.

16.2 Funding Circle Limited is registered with the Information Commissioner (Z2133885).

16.3 Funding Circle Limited is a member of CIFAS - the UK's leading anti-fraud association.

16.4 Funding Circle Limited are regulated under an Interim Permission by the Financial Conduct Authority (FCA) (Licence No. 0635439).

16.5 For the purposes of the FCA's Client Money rules, you are not a client of Funding Circle.

16.6 Funding Circle is not covered by the Financial Services Compensation Scheme.

17. Contacting us

17.1 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/.

17.2 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-.

 

18. Amendments to these terms and conditions

18.1 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. In such circumstances, by continuing to use the platform, you agree to be bound by the amended terms and conditions.

18.2 These terms and conditions were last updated on 6 June 2016.

19. Other important terms

19.1 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.

19.2 All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of the agreement between us for any reason.

19.3 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.

19.4 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.

19.5 Please ensure that you read these terms and conditions and the Loan Contracts carefully as these will bind you and govern your relationship with us and investors. If you are uncertain as to your rights and obligations under them or would like and explanation, please get in touch with us.

19.6 Funding Circle may assign, transfer, novate or otherwise exercise any of its rights under these terms and conditions by itself or through any company or other legal entity which is under the control or ownership of Funding Circle (including without limitation FCTL, FCPFL or FCAF).

19.7 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 condition, you and we shall submit to the non-exclusive jurisdiction of the English courts.

Loan Conditions

Loan Conditions

1. Introduction

1.1 When a Borrower has accepted the requisite terms and conditions and a Loan Request is subsequently fulfilled by successful Bids, a Loan Contract is (or a number of Loan Contracts are) created in respect of the resulting Loan. Each Loan Contract is made up of:

(a) these Loan Conditions; and

(b) the Key Contract Terms applicable to that Loan, that are agreed between the relevant Borrower and Investor during the Loan Request and acceptance processes.

1.2 Where a Loan is made up of various Loan Parts, a separate Loan Contract is formed between the Borrower of that Loan and each Investor which has lent it a Loan Part.

2. Repayment

2.1 The Borrower agrees to repay the Investor the total Loan Amount at the times and in the instalments shown in the Key Contract Terms. It is essential that the Borrower makes these payments on time. If the Borrower is late in paying an instalment, the Investor and Funding Circle will have the rights detailed in clauses 4 and 5 below.

2.2 The Borrower's obligation to make repayments to the Investor will be satisfied from such Borrower's Funding Circle borrower account. To the extent that there are insufficient funds in such borrower account to meet its repayment obligations, Funding Circle will complete a debit or credit card transaction or arrange for a direct debit payment to be completed (or such other payment method available from time to time) to ensure sufficient funds are deposited into the relevant borrower’s account to meet this obligation (and any other obligation to Investors), as contemplated by the Funding Circle Terms and Conditions.

2.3 All repayments will be made to Investors without deduction of income tax.

2.4 Where a Loan is in arrears and not defaulted, each repayment made by the Borrower will be pro-rated between the various Investors under the Loan Contracts that govern the various Loan Parts and used:

(a) first towards repaying any arrears on the Loan;

(b) second towards paying the current interest and principal due in respect of the Loan Amount; and

(c) third towards paying any administration charges, costs, expenses or other fees or charges due to Funding Circle under the Funding Circle Terms and Conditions.

For the avoidance of doubt, once a loan has been defaulted Funding Circle may apply any recoveries received first to paying any administration or collections charges, costs, expenses or other fees incurred in respect of the relevant loan, second to the outstanding principal of the loan and third to the outstanding accrued interest.

3. Interest

3.1 The Borrower agrees to pay each Investor interest on the Loan at the agreed interest rate. Interest on the Loan shall accrue at that agreed interest rate on and from the Listing Close Date to the date of actual repayment and shall be calculated at the outset for the whole period of the Loan and included in the Key Contract Terms. Interest shall be paid in amortising instalments and, for the avoidance of doubt, any early settlement of the Loan shall not entitle the Borrower to any rebate in amortised interest that has been paid to the date of settlement.

3.2 If the Loan is not repaid in full on its contractual repayment date, or otherwise if the Loan is defaulted, interest shall continue to accrue on the Loan at the agreed interest rate and shall be immediately due and payable as it accrues. Interest at the contractual rate calculated on a daily basis shall continue to apply to any outstanding sums after the contractual term has ended, although such post-contractual term interest may be waived by us in certain circumstances.

4. Early repayment and termination

4.1 Should the Borrower wish to repay a Loan early, it may do so, but it has to repay the entire Loan Amount. It can do so by following the instructions in My Account and repaying the full Loan Amount that the Borrower owes to the Investors under the Loan Contracts in respect of the Loan. On an early repayment, the Loan Amount will include interest that accrues to the day before the next scheduled repayment date, except that any early repayment made less than 8 days prior to such scheduled repayment date will be deemed to have been paid after such scheduled repayment date and will incur a further month’s interest.

4.2 The Borrower agrees that Funding Circle may, on the Investors' behalf, terminate the Loan Contracts relating to a Loan and demand repayment of the full Loan Amount owed by the Borrower under the Loan Contracts in respect of that Loan if:

(a) the Borrower or any guarantor misses, fails to pay or only partially pays a monthly instalment or other payment that is due;

(b) the Borrower has provided false information (including without limitation the purpose for which the loan has been requested) or has failed to provide any material information of which it is aware in a way which affects or would have affected the decision to allow the Borrower to register as a member of Funding Circle, the decision to list Loan Requests on the website, the risk band that Funding Circle has given to the Loan, or the information that is provided to Investors in contemplation of their lending to the Borrower;

(c) the Borrower has breached the terms of a Loan Contract and/or any other loan contract that it is a party to (including those relating to a different loan on Funding Circle) and, in respect of other loan contracts only, either notice has been given to the Borrower ending that loan contract or Funding Circle has reasonable grounds to believe that as a result:

(i) the Borrower will also breach the terms of the Loan Contracts (or any of them); or

(ii) any of the other events of termination stated in this clause will occur;

(d) the Borrower has breached the terms of any All Assets Security Agreement, Assignment, Legal Mortgage, Chattels Mortgage and/or IP Mortgage that it is a party to or any future security which the Investor, Funding Circle Trustee Limited or Funding Circle Property Finance Limited may hold from time to time;

(e) the Borrower's membership of Funding Circle is terminated for any reason under the Funding Circle Terms and Conditions;

(f) a petition is presented, or an order made or an effective resolution passed for the winding up or dissolution or for the appointment of a liquidator of the Borrower;

(g) the Borrower ceases to pay its debts or is unable to pay its debts as they fall due or is deemed unable or admits its inability to do so or makes a general assignment for the benefit of or a composition with its creditors;

(h) the Borrower ceases to carry on its business or a substantial part of its business;>

(i) notice is given of an intention to appoint an administrator, a petition is filed or a competent court makes an order for the appointment of an administrator in relation to the Borrower;

(j) an encumbrancer takes possession or steps are taken for the appointment of an administrator or receiver or administrative receiver or manager or supervisor or sequestrator over the whole or any substantial part of the undertaking or assets of the Borrower;

(k) any person who has provided a guarantee for the Loan or any Loan Part breaches the terms of any guarantee or other Funding Circle-related document that it is a party to, or disputes or threatens to dispute the enforceability of that guarantee or other document, or suffers or is likely to suffer a material adverse change to their financial position, or Funding Circle has any reason to believe that a guarantee or security document has become unenforceable, and in any case, a replacement guarantee or security document has not been provided to Funding Circle's reasonable satisfaction within 14 days of a request from Funding Circle;

(l) the Borrower (or if any person who has provided a guarantee for the Loan or any Loan Part) dies, becomes of unsound mind, becomes bankrupt or makes a voluntary arrangement with anyone that they owe money to;

(m) where the Borrower is a partnership, the composition of the partnership materially, in the reasonable opinion of Funding Circle, changes or any partner dies, becomes of unsound mind, becomes bankrupt or makes a voluntary arrangement with anyone that they owe money to;

(n) if a claim by HM Revenue & Customs (or any other governmental department of agency or other public body) is, or is reasonably likely to be adversely decided against the Borrower and the Borrower does not meet any payment obligation relating to that claim within the required period; or

(o) a material adverse change occurs in the financial condition of Borrower or any Guarantor, or Funding Circle believes that the prospect of payment or performance of the Borrower’s liabilities to the Investors is impaired.

5. Funding Circle fees

5.1 Funding Circle charges a completion fee of 1.5-6%. This completion fee is included in the total charge for credit in the Key Contract Terms and is deducted from the amount borrowed before it is transferred to the Borrower so the Borrower will receive the amount borrowed less the completion fee. Where an application is made by a registered introducer on a Borrower’s behalf, a different completion fee may be charged. When requested by the Borrower, a registered introducer must disclose its share of the fee charged.

5.2 All fees charged by Funding Circle in relation to the costs of running the website and administering the Loan under the standard Funding Circle Terms and Conditions are included in the rate of interest and the total charge for credit in the Key Contract Terms.

5.3 Other fees or charges that may be charged by Funding Circle (or by any collections agency it may appoint in relation to the Borrower's Loan Contracts) and added to the balance outstanding are:

(a) the Servicing Fee, as referred to in the terms and conditions for borrowers and for investors;

(b) once a sum has been outstanding for 7 days or more, Funding Circle will charge an administration fee of up to 15% of the overdue amount;

(c) where either

(i) the Borrower is four or more payments in arrears under the Loan Contract; or

(ii) Funding Circle (on behalf of the relevant investors) has exercised its right to terminate the Loan Contract under clause 4.2 and the Borrower has failed to re-pay the total Loan Amount,

then Funding Circle may apply a charge (“Collections Charge”), based on the total principal and accrued interest outstanding at the date the Collections Charge is applied, up to a maximum of the sums set out in the Collections Charge Schedule applicable at the effective date of the Loan Contract (which can be accessed on the Funding Circle website at https://fundingcircle.zendesk.com/entries/80041273-Are-there-any-additional-costs-that-could-apply-to-my-loan-).

(d) tracing charges (for finding the Borrower if it can't be contacted by Funding Circle or its collections agency);

(e) where a field agent has been employed as part of the collections process, Funding Circle or its collection agency may charge a fee (and, for the avoidance of doubt, if Funding Circle refers the case to a Collections Agency to collect the debt then no collections charges pursuant to clause 5.3© shall be applied to the loan; and

(f) all litigation, enforcement and recovery costs and expenses, including (but not limited to) legal fees and expenses, to cover litigation or enforcement of any security held on behalf of the Investor to recover any loan or outstanding arrears.

Funding Circle has a legitimate interest in investing in its own in-house recoveries team to maximise returns to Investors whilst giving Borrowers and Guarantors the fairest customer experience. The administration fee referred to in (b) above and the Collections Charge referred to in (c) above are intended to be a genuine pre-estimate of the cost to Funding Circle of investing in an in-house recoveries team including but not limited to the employment of staff, the use of IT systems, external legal costs (that are not recoverable through the relevant loan) and the provision of facilities and technology to aid in the recovery for Investors.

Following the occurrence of an event in (c), the in-house Collections & Recoveries team may be required to deal with the case for a number of years at a continuing cost to Funding Circle. However, any Collections Charge applied will be a one-off charge, and Funding Circle will allocate up to a maximum of 20% of each recoveries payment received from the Borrower (or Guarantors) against such Collections Charge in order to be more aligned with Investors. In the case of the fees referred to in (c), (d), (e) and (f) above, where it is appropriate to do so, the Borrower will be advised of the cost if such action proves necessary. The Borrower will be notified (by way of general update to the Funding Circle Terms and Conditions or on the Funding Circle platform) if these charges change in nature or amount.

6. Transfer by Investors

6.1 Each Investor may transfer by assignment his or her right, title and interest in any Loan Contract, any associated Loan Part and all associated rights:

6.1.1 to any other registered investor on the Funding Circle platform (or to Funding Circle Trustee Limited or Funding Circle Property Finance Limited if a Loan goes into default as anticipated in the Funding Circle Terms and Conditions, which may subsequently assign or transfer all such rights, title and interest to a third party); or

6.1.2 if the Loan is a whole loan, to any third party if the servicing of the Loan has been transferred to a third party back up servicing provider.

6.2 The Borrower's rights and obligations under a Loan Contract that has been transferred shall not be adversely affected in any way whatsoever.

6.3 A Borrower shall not be entitled to assign or transfer its rights or obligations under any Loan Contract.

6.4 A transfer by assignment shall be effected by the transferring Investor and the new investor entering into a Transfer Certificate. A Transfer Certificate will be entered into by electronic means in accordance with the Funding Circle Terms and Conditions upon the acceptance by the new investor of an offer by the transferring Investor to sell a Loan Part (including using any automatic bid facility) and this will have the same effect as if the Transfer Certificate was signed in a hard single copy.

6.5 At the time of entry into a Transfer Certificate (the "Transfer Time"): (a) the transferring Investor assigns absolutely to the new investor the rights, title and interest in the relevant Loan Contract and all associated rights; (b) the transferring Investor is released by the Borrower from all obligations owed to it (the "Discharged Obligations"); and (c) the new investor shall with effect from the Transfer Time become a party to the relevant Loan Contract as an "Investor" and be bound by obligations equivalent to the Discharged Obligations. The Borrower confirms its agreement to these arrangements and waives any requirement for it to be a party to, or receive copy of, a Transfer Certificate. There shall otherwise be no effect on the Key Contract Terms applicable to that Loan Contract.

6.6 Any fees charged by Funding Circle for administering a transfer by assignment shall be paid by the relevant Investors in accordance with the Funding Circle Terms and Conditions for Investors, and the Borrower shall not be liable for any fees in connection with the transfer.

7. Information undertakings

7.1 If the Borrower is, or at any time becomes, aware of any of the following circumstances, claims or potential claims, then the Borrower will promptly provide to Funding Circle full written details of such circumstances, claims or potential claims:

(a) circumstances (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; and/or

(b) any current or future claim (or potential claim, including (without limitation) where an investigation has commenced) by HM Revenue & Customs (or any other governmental department or agency or other public body) against the Borrower.

7.2 The Borrower shall, from time to time, on request from Funding Circle, provide Funding Circle with such information as it may require about the Borrower’s financial condition, business and affairs, and compliance with the terms of the Loan Contract.

7.3 The Borrower shall permit employees or agents of Funding Circle on reasonable notice and during business hours to attend and inspect its premises and inspect any secured assets and any of the Borrower’s books, accounts and records and to make copies of any such information.  The Borrower agrees to meet with any such employee or agent within 21 days of request by Funding Circle, and answer all reasonable queries of such employee or agent.

8. [Deliberately omitted]

9. No reliance

The Borrower confirms that, in entering into each Loan Contract, it has not relied on any representation made by or on behalf of Funding Circle or any of the Investors or on any written statement, advice, opinion or information given to the Borrower in good faith by or on behalf of Funding Circle or any of the Investors; and has been and will continue to be solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with each Loan Contract.

10. General

10.1 The Loan Conditions and each Loan Contract(and any non-contractual obligation arising out of or in connection with the Loan Contract and each Loan Contract) are governed by and construed in accordance with English law, and each Investor and Borrower submits to the non-exclusive jurisdiction of the English courts.

10.2 In entering into a Loan Contract, the Borrower agrees that it will not, without the prior written consent of Funding Circle, borrow any monies from its directors, officers, members, partners, shareholders or any other third party that ranks in priority of recovery to the Loan. In the event that the Borrower does enter into any such loan, the rights to payment of that loan will be subordinated behind the Loan, except to the extent otherwise required by insolvency law.

10.3 In entering into a Loan Contract and save in respect of the Loan, the Borrower agrees that it will not enter into any other new unsecured borrowing arrangement (or any arrangement having the effect of a borrowing) with any third party where the total amount of external finance raised from third parties would as a result exceed the higher of £25,000 and 30% of the total amount lent to the Borrower on all existing Funding Circle loans without the prior written consent of Funding Circle. Such consent shall not be unreasonably withheld. This clause shall not restrict the Borrower from entering into asset-specific financing or invoice purchasing arrangements.

10.4 If any part of the Loan Conditions that is not fundamental is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of the Loan Conditions or the Loan Contract.

10.5 Any waiver by either party of a breach of any provision of these Loan Conditions and/or a Loan Contract shall not be considered to be a waiver of any other or later breach of the same, or any other, provision.

10.6 Any notices to be given to the Borrower in relation to any Loan Contract shall either be put on the Borrower's My Account section of Funding Circle or shall be sent by email to the Borrower's email registered address.

10.7 The records kept by Funding Circle shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.

10.8 If the Borrower is a sole trader, unincorporated body or general partnership with fewer than four members who are not all themselves corporate bodies, by entering into the Loan Contracts the Borrower makes the following declaration:

"Declaration for exemption relating to businesses (articles 60C and 60O of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001)

I am entering this agreement wholly or predominantly for the purposes of a business carried on by me or intended to be carried on by me/us.

I understand that I will not have the benefit of the protection and remedies that would be available to me under the Financial Services and Markets Act 2000 or under the Consumer Credit Act 1974 if this agreement were a regulated agreement under those Acts.

I understand that this declaration does not affect the powers of the court to make an order under section 140B of the Consumer Credit Act 1974 in relation to a credit agreement where it determines that the relationship between the lender and the borrower is unfair to the borrower.

I am aware that, if I am in any doubts as to the consequences of the agreement not being regulated by the Financial Services and Markets Act 2000 or the Consumer Credit Act 1974, then I should seek independent legal advice."

10.9 In the event that the Borrower is a partnership, by entering into the Loan Contracts the Borrower makes the following declaration:

"I confirm that I am authorised by the partnership to enter into this agreement for and on behalf of the partnership and that I am authorised by the partnership upon entering into this agreement to bind the partnership to the terms of this agreement."

10.10 The Borrower and Investor agree that, while Funding Circle is not a party to Loan Contracts, Funding Circle may take the benefit of and specifically enforce each express term of each Loan Contract and any term implied under it pursuant to the Contracts (Rights of Third Parties) Act 1999.

10.11 Each Loan Contract will be entered into by electronic means in accordance with the Funding Circle Terms and Conditions upon the acceptance by the Borrower of Bids satisfying its initial Loan Request and this will have the same effect as if the Loan Contract was signed in a hard single copy.

11. Service

The Borrower should contact Funding Circle if there are any terms of a Loan Contract it wishes to discuss. Alternatively the Borrower may wish to seek independent advice to help it fully understand the Loan Contract and the implications of its terms.

Complaints about our service

Funding Circle wishes to hear from the Borrower if the Borrower has any suggestions for how we could improve our service. If the Borrower wishes to make a formal complaint, the Borrower may do so in person, in writing by post or email or by telephone.

12. Defined terms

In these Loan Conditions and each Loan Contract the following words have the meanings set out next to them in the table below:

"All Assets Security Agreement"

an agreement (if any) to be entered into between the Borrower and the Security Holder (acting on behalf of the relevant Investors to that Borrower) which will secure the repayment of all of the liabilities of the Borrower to such Investors, the Security Holder and Funding Circle

"Assignment"

a security assignment in respect of rent or contracts (if any) to be entered into between the Borrower and the Security Holder (acting on behalf of the relevant Investors to that Borrower) which will secure the repayment of all of the liabilities of the Borrower to such Investors, the Security Holder and Funding Circle

"Bid"

a bid which an Investor posts on Funding Circle making that Investor's offer of funds in satisfaction of a Loan Request, including any such bid posted automatically on that Investor's behalf using the Autobid tool

"Borrower"

the member of Funding Circle identified as the Borrower in the Key Contract Terms

"Chattels Mortgage"

a chattels mortgage (if any) to be entered into between the Borrower and the Security Holder (acting on behalf of the relevant Investors to that Borrower) which will secure the repayment of all of the liabilities of the Borrower to such Investors, the Security Holder and Funding Circle

"Funding Circle"

Funding Circle Limited, and also means the Funding Circle lending platform operated for the purposes of matching Loan Requests and Bids

"Funding Circle Terms and Conditions"

each of the Borrower terms and conditions and the Investor terms and conditions, both available on Funding Circle's website, as amended or replaced from time to time

"IP Mortgage"

a legal mortgage over certain intellectual property rights of the Borrower (if any) to be entered into between the Borrower and the Security Holder (acting on behalf of the relevant Investors to that Borrower) which will secure repayment of all of the liabilities of the Borrower to such Investors, the Security Holder and Funding Circle

"Key Contract Terms"

the summary of the key commercial terms applicable to a particular Loan and Loan Contracts made on a single occasion between a Borrower and each relevant Investor

"Legal Mortgage"

legal mortgage over property (if any) to be entered into between the Borrower and the Security Holder (acting on behalf of the relevant Investors to that Borrower) which will secure the repayment of all of the liabilities of the Borrower to such Investors, the Security Holder and Funding Circle

"Listing Close Date"

the date upon which a successful Bid process is completed on the Funding Circle marketplace, whereby a Loan is fully funded and the listing of a Loan is closed

"Investor" or "Investors"

the member or members of Funding Circle identified as the Investor or Investors in the Key Contract Terms

"Loan"

the aggregate loan transaction entered into between a Borrower and an Investor (or multiple Investors each entering into separate Loan Contracts) following the making of the Loan Request, subsequent Bid or Bids being placed by the relevant Investors and those Bid or Bids being accepted by the Borrower

"Loan Amount "

in respect of a Loan, the total amount of principal and interest and any applicable fees outstanding under the Loan Contract relating to that Loan at the time of calculation

"Loan Conditions"

these Funding Circle Loan Conditions

"Loan Contract"

the agreement governing the terms on which an Investor makes a loan to a Borrower, in each case made up of the Loan Conditions and Key Contract Terms

"Loan Part"

in respect of a Loan which has been lent by multiple Investors, the part of that Loan which has been lent by a particular Investor

"Loan Request"

a loan request which a potential Borrower posts on Funding Circle requesting loan funds

"My Account"

the part of the Funding Circle website which can only be accessed by a member of Funding Circle, using his or her own secure login details

"Security Holder"

where security is taken for the Loan, Funding Circle Trustee Limited and/or Funding Circle Property Finance Limited, as applicable, acting through Funding Circle or such other party as it may appoint from time to time

"Transfer Certificate"

the pre-determined form to be used between two Investors who have agreed on Funding Circle to buy and sell an interest in a Loan Contract

Funding Circle Privacy Policy

Funding Circle Privacy Policy 

1. Introduction and Summary

This is the Privacy Policy of Funding Circle Limited and its affiliates operating within the United Kingdom (together, “Funding Circle”, “we”, “us” or “our”).

We are committed to protecting and respecting your privacy. This Privacy Policy explains and governs:

  • how we collect personal information belonging to visitors to our website as well as personal information belonging to Investors, Borrowers, persons connected with Investors and Borrowers (such as directors, partners, members, shareholders and beneficial owners), guarantors, persons connected with guarantors, those representing Borrowers and those who use Funding Circle’s credit brokerage services (“you>” and “your”, as appropriate);
  • how we store and protect your personal information;
  • how and why we use your personal information; and
  • your rights to control your personal information.

We will only process your personal information in accordance with the Data Protection Act 1998 and other applicable laws and regulations. In particular, we are committed to keeping your personal information confidential and will only give it to others for the purposes set out in this Privacy Policy.

Please read this Privacy Policy carefully. By accessing and using our website, marketplace and services, you confirm that you have had a proper opportunity read this Privacy Policy, that you understand it and that you agree to it. If you do not agree to this Privacy Policy in its entirety, you must immediately cease use of our website and marketplace, and any services provided by us.

We may amend this Privacy Policy from time to time to comply with applicable laws and regulations or to meet our changing business requirements. You are encouraged to periodically review this page for the latest information on our privacy practices and amendments to our Privacy Policy. By continuing to use our website or marketplace you agree to be bound by all such updates and amendments.

Unless stated otherwise, capitalised words and phrases in this Privacy Policy shall have the meaning given to them in the Terms and Conditions for Investors and in the Terms and Conditions for Borrowers.

2. Collecting your Information

How do we collect your information and what do we collect?

2.1 If you engage with us in any way, we may collect the following information about you in a number of ways:

  • information you provide through our website and through our application and verification processes;
  • information you provide through communications with us, whether in writing (including email) or on the telephone (including by way of recorded calls);
  • information we obtain through your engagement with us on social media, including on blogs, forums and through Facebook and Twitter;
  • information provided on your behalf by your representatives or agents (“Agents”) who engage with us on your behalf in the ways described above; and
  • information from outside sources such as credit reference agencies, fraud prevention agencies, insolvency practitioners, debt advisers, tracing agents, commercial databases, marketing databases, public records and other publicly available information sources.
  • 2.2 If you wish to become a member of the marketplace you will need to provide us with the following information, which we may also collect from third parties:

    • your personal details (including name, date of birth, current and previous postal addresses);
    • your contact information (including phone, fax and e-mail details);
    • (for Borrowers, those representing Borrowers and relevant Investors) your business name and contact information;
    • financial information (including bank or building society account details and details of debit cards used to make transfers on Funding Circle);
    • information you provide in our registration or application processes (including, if you are a Borrower, Agent or relevant Investor, certain personal information, identity verification, contact details and financial information about directors, partners, members, shareholders, beneficial owners and guarantors);
    • information you provide in your dealings with us and through your interaction with the marketplace;
    • if you are a Borrower or a director, partner, member, shareholder, beneficial owner or guarantor of a Borrower:
      • information about your business or company, such as previous credit applications and the conduct of your accounts, and similar personal credit information;
      • credit reference checks (see section 3 below for more detail)
      • electoral register information; and
      • fraud prevention information;

      • passwords and security question answers.
      • 2.3 In addition to the personal and financial information you submit or we collect as described above, we may also collect information about your computer (including, where available, your IP address, operating system and browser type), your interaction with the marketplace and our website, and email performance data, including for the purposes of marketplace administration and service improvement. See our Cookies Policy for more information.

        2.4We also:

        • retain copies of our correspondence with you as well as other data we collect relating to your activities on the marketplace and your arrangements with Funding Circle;
        • collect details about visitors to our website for the purposes of aggregating statistics or reporting purposes and to calculate referral fees; and
        • retain comments made on blogs and discussion forums in connection with the marketplace.

        2.5 We may, particularly in relation to Borrowers, Investors or guarantors, be given sensitive personal information (such as medical information or criminal records). Where relevant, we will hold and process this information to allow us to make decisions about you and your accounts with us or with which you are connected. This may involve us sharing such information with your Agents. We will process sensitive personal information only in accordance with the requirements of applicable privacy law.

      • Information you provide about other people
      • 2.6 Where you provide information about other people (for example, if you represent a Borrower and you provide information about directors, partners, members, shareholders or beneficial owners other than yourself) then you confirm:

        • you have provided a copy of this Privacy Policy to such persons and you have ensured that they are aware of and understand the contents of this Privacy Policy; and
        • by providing such information, that you have all relevant permissions and authority (a) to make all such disclosures, (b) to act on their behalf and (c) in relation to partners, members, shareholders or beneficial owners of Borrowers, to allow us to make credit checks at credit reference agencies in respect of such persons.

        3. Using and disclosing your information

        Using your information

        3.1 We collect, store and use your personal information:

        • to open accounts with us and to manage and maintain those accounts;
        • to verify your identity and the other information you have provided to us, including your bank account information and (if relevant) the identity of your business associates;
        • to update the records we hold about you from time to time;
        • to provide and administer the marketplace and our related services;
        • to inform you of marketplace developments and activity and of changes to our products and services;
        • to develop and improve our services, products and business, including analysing and improving our credit risk models and our customer service offering;
        • if you are a Borrower (or a director, partner, member, shareholder, beneficial owner or guarantor of a Borrower):

        • to ascertain your borrowing needs;
        • to assess your creditworthiness and to make credit-related decisions; and
        • if you miss any repayment of your loan, to trace your whereabouts and recover debts or enforce a Loan Contract and to verify any payment plan you have proposed or income and expenditure form you have submitted;

        • to transfer money;
        • to carry out mandatory or other regulatory checks;
        • to comply with our legal and regulatory obligations;
        • to carry out statistical analysis and market research and testing;
        • where you have given your consent:

        • to contact you (including by SMS and e-mail) with products and services which Funding Circle think may interest you; and
        • to disclose your personal information to carefully chosen third parties so that they may contact you (including by SMS and e-mail) with products and services which they think may interest you or help you access credit; and

        • for the prevention and detection of fraud or other illegal or criminal activity.
        • Disclosing your information

          3.2 We may disclose your personal information:

          • to other registered members of our marketplace or to our affiliates, including as follows:
            • to operate the marketplace and seek to match Investors and Borrowers;
            • in the Loan Contract and personal guarantee, when Investors and Borrowers are matched;
            • to provide transactional and performance information;
            • to provide updates (including where there are late repayments or where a risk-banding has been downgraded); and
            • if required to enforce (or make preparations to enforce) any Loan Contract.

            in which regard:

            • if you are a recipient of such information then you must only use such information (or any other information received about an Investor or a Borrower) to communicate with Funding Circle about your Loan Contract; and
            • you acknowledge that Funding Circle is not responsible for misuse of transactional or other information by Funding Circle members but you must inform Funding Circle promptly if you are the victim of any misuse of such information;

            • to companies in our group and our affiliates;
            • to our suppliers, sub-contractors and third party data processors (including card payment and direct debit payment processors, marketing and data analytics service providers, collection agents, tracing agents, insolvency practitioners, professional advisers and persons who provide us with the following services from time to time: identification and fraud check; marketing; technology; marketplace support; and back-up and business continuity). These providers are only permitted to process your personal data on our behalf and in accordance with our instructions and we will take steps to ensure that such transfer and any on-going processing by such third parties is carried out securely and in accordance with applicable privacy law;
            • with any third party you have asked us to share your personal data with, including social media sites if you have asked us to connect with your social media account;
            • to credit reference and fraud prevention agencies (see section 4 below for more information on this);
            •  

            • where we are unable to provide you with credit and where you consent, to third parties who may be in a position to arrange credit for you;
            •  

            • to a third party if it acquires all or part of our business or assets in connection with the acquisition, or to a successor in interest in the unlikely event of our insolvency, winding up or liquidation;
            •  

            • where we are required to do so by applicable law and regulation, governmental, tax or regulatory body or law enforcement agency;
            •  

            • if you are represented by an Agent, to your Agent; and
            •  

            • to any other person with your prior consent to do so.

            3.3 Save as expressly provided above, or otherwise without your consent, Funding Circle will not disclose, sell or rent your personal information to any third party.

            Overseas Transfer

            3.4 We are part of a global group of companies and, in order to support our business in the most efficient manner possible, we share infrastructure and functions across our business internationally. This means that we may transfer your personal information to, or your personal information may be accessible in, any location in which we do business. If your information is transferred to a country which is not considered by the European Community to adequately protect of personal data (such as the USA), we will always take steps to ensure that your information is protected and that such transfers comply with applicable privacy laws.

            3.5 We may transfer your information to other countries, including those outside the European Economic Area either for storage purposes or where we engage suppliers, sub-contractors or third party data processors who are based or have operations overseas. We will always take steps to ensure that your information is protected and that such transfers comply with applicable privacy laws.

            4. Credit Reference and Fraud Prevention Agencies

            Credit Reference Agencies (‘CRAs’)

            4.1 From time to time we undertake credit reference checks against Borrowers and Investors (and against directors, partners, members, shareholders and beneficial owners of Borrowers and Investors), guarantors and Agents:

            • as part of the application process; and
            • if there are late repayments or default,

            and by proceeding with an application then you consent to this.

            4.2 When CRAs receive a search request from Funding Circle they will:

            • place a credit search “footprint” on your business credit file whether or not your application proceeds. If the search was for a credit application the record of that search may be seen by other organisations when your business applies for credit in the future;
            • place an enquiry or organisational search on the personal credit files of directors, partners, members, beneficial owners and shareholders that have been searched, as well as an associate enquiry search on your personal financial partner’s credit file, if they are a director;
            • link together the previous and subsequent names advised by you of anyone that is a party to the account;
            • place an enquiry or identification search on the record of any shareholder or beneficial owner and who Funding Circle has checked; and
            • create a record of the name and address of your business and its proprietors (if there is not one already).
            • 4.3 We will give details of all loans taken through the marketplace and how they are managed to the CRAs. If you borrow and do not repay in full and on time, the CRAs will record the outstanding debt and, in some cases, the length of time that the debt remains outstanding; other organisations may see these updates and this affect your ability to obtain credit in the future.

              4.4 Any records shared with CRAs will remain on file for six years after your account is closed, whether any outstanding sums have been settled by you or following a default.

              4.5 You can contact the CRAs currently operating in the UK. The information they hold may not be the same so you may consider contacting them all. They will charge you a small statutory fee. They are:

              • CallCredit, Consumer Services Team, PO Box 491, Leeds, LS3 1WZ or call 0870 0601414
              • Equifax, Credit File Advice Centre, PO Box 3001, Bradford, BD1 5US or call 0870 010 0583 or log on to www.myequifax.co.uk
              • Experian, Consumer Help Service, PO Box 8000, Nottingham NG80 7WF or call 0844 4818000 or log on to www.experian.co.uk

              False information and Fraud Prevention Agencies (‘FPAs’)

              4.6 If you give us false or inaccurate information or if we suspect or identify fraud we may record this and may also pass this information to FPAs (such as CIFAS) and other organisations involved in crime and fraud prevention including law enforcement agencies.

              4.7 We and other organisations may access and use (a) this information in order to prevent fraud, money laundering or other criminal activity (for example, by checking details on credit applications, for managing credit and recovering debt) and (b) information recorded by FPAs from other countries.

              4.8 Please contact us if you want to receive details of the relevant fraud prevention agencies.

               

              5. Accessing and correcting your information

              You may, at any time:

              • exercise your right to request access to certain personal records we hold about you (a subject access request), subject to payment of the fee specified by law (currently £10). Please email contactus@fundingcircle.com with the subject line “subject access request”;
              • request that we update and correct any out-of-date or inaccurate personal information we hold about you. You can email us at contactus@fundingcircle.com, and also log-in to your Funding Circle account and make changes yourself;
              • contact us to register your preferences for how we contact you; and
              • request that credit reference agencies provide you with information that they hold about you. You must contact them directly to do this.

              6. Opting out

              You may, at any time:

              • opt out of any marketing communications that Funding Circle may send you; and
              • tell us if you have changed your mind about us referring you to a third party broker or lender.

              Please contact us to tell us if you have changed your mind or, in relation to email marketing, unsubscribe following the link on an email you have received.

               

              7. Security and other Third Parties

              7.1 Whilst Funding Circle takes appropriate technical and organisational measures to safeguard the personal information that you provide to it, we accept no liability if communications are intercepted by third parties or incorrectly delivered or not delivered.

              7.2 If Funding Circle transfers your information to third parties we will take steps to ensure that such transfer and any on-going processing by such third parties is carried out securely and in accordance with applicable privacy law.

              7.3 The website and marketplace contain links to other websites operated by third parties. This Privacy Policy applies only to the personal information that Funding Circle collects and we are not responsible for personal information that third parties may collect, store and use through other websites.

              7.4 You also have a responsibility to ensure that your information is kept secure. If you are a member of our marketplace, you must:

              • keep your login details secret;
              • log out of your account when not using it;
              • try and maintain good internet security (for example, be careful when using public WiFi or shared access internet connections); and
              • tell us immediately if you think your account has been compromised.

              8. Contact Us

              You can contact us at contactus@fundingcircle.com.

              9. About Funding Circle

              9.1 Funding Circle Limited is a company incorporated in England and Wales, with registered number 06968588 and registered office at 71 Queen Victoria Street, London EC4V 4AY.

              9.2 Funding Circle Limited is registered with the Information Commissioner with registration number Z2133885. It is also authorised and regulated by the Financial Conduct Authority (firm registration number 635439).

Terms and Conditions for API Users

Terms and Conditions for API Users

1. These Terms and Conditions

1.1 The Funding Circle API is an application programming interface that allows authorized investors to produce or use bespoke third party software applications to interact with the Funding Circle platform.

1.2 The API allows investors to retrieve business profiles listed on auctions, bid on new loan requests, participate in question and answer sessions on auctions, and buy or sell loan parts on the secondary market.

1.3 In consideration of Funding Circle providing to you an access token to the API, you agree that you are and shall remain bound by these Terms and Conditions. If you are unable to comply with any of the terms or conditions set out below, you must immediately cease using the API and disable any lending applications in your control.

1.4 While using the API you are still bound by the Funding Circle Terms and Conditions for investors and by the Privacy Policy. If there is any conflict between the Terms and Conditions for investors and these Terms and Conditions, the Terms and Conditions for investors will prevail.

2. Definitions

“API” means the Funding Circle Application Programming Interface.

“Lending applications” means third party software systems that transmit, retrieve, display or manage data provided through the API.

“Privacy Policy” means the Funding Circle privacy policy as set out at www.fundingcircle.com/home/privacy-policy, as amended or updated from time to time.

“Systems” or “platform” means the Funding Circle website, the API, any other online services provided by us and any data managed by, displayed on or transmitted from such services.

“Terms and Conditions for investors” means the Funding Circle terms and conditions for investors as set out at www.fundingcircle.com/home/terms-and-conditions, as amended or updated from time to time.

"We", "us" and "our" means Funding Circle Limited and any holding company or subsidiary company of Funding Circle Limited from time to time.

"You" and "your" mean a user of the platform and the services provided via our systems, whether as an individual or on behalf of an entity which meets the investor criteria set out in the Terms and Conditions for investors.

3. Access

3.1 If you are a investor on the Funding Circle platform you can request an access token from the following link: www.fundingcircle.com/api/sign_up/new. You will need to be logged in to your Funding Circle account to do this.

3.2 Even if you have more than one Funding Circle account, you will only receive one access token. Therefore, you must ensure that you request an access token from the account that you intend to use for lending through the API.

3.3 Funding Circle may prevent a investor from lending through the API where we believe that such investor may act, or attempt to act, in a way that could (in our opinion) be disruptive to the platform, or to the market created by the platform, or to other investors or borrowers on the platform.

3.4 Funding Circle may discontinue the availability of some or all of the API at any time.

3.6 Funding Circle may suspend or terminate your use of all or any of the API at any time if:

(a) we believe your lending application is not in our members’ best interests;

(b) you breach these Terms and Conditions;

(c) you breach any term of the Terms and Conditions for investors;

(d) we suspect or become aware that your lending application infringes our intellectual property rights or those of a third party.

3.7 On termination your licence to use the API will immediately cease and your access token will no longer be valid. You must immediately cease all use of the API and delete or remove the API and any copies of it in your possession, custody or control.

3.8 We may discontinue the availability of some or all of the API features or of access to the platform without prior notification.

4. Liability

4.1 You assume full responsibility for any lending applications developed by you, and you indemnify us and agree to keep us fully indemnified against any loss, damage, cost and expenses (including without limitation reasonable legal fees) whatsoever caused or incurred by us as a result of such lending application, whether such loss, damage cost or expense directly or indirectly arises from or in connection with (without limitation): software bugs; security vulnerabilities; unintended behaviour of such lending application; any breach of these Terms and Conditions; or any actual or alleged infringement of our intellectual property rights or those of a third party.

4.2 The API is provided “as-is”, and Funding Circle does not represent or warrant that the API is error-free and that any information retrieved or transmitted through the API is timely or correct. Funding Circle will not be liable for any losses directly or indirectly arising from or in connection with the lending applications or the use thereof, save that this clause 4.2 shall not limit our liability for fraud or for any other liability the exclusion or limitation of which is not permitted by applicable law or regulations.

5. Use of the API

5.1 In consideration of you agreeing to use the API in accordance with these Terms and Conditions, we grant you a non-exclusive, revocable, non-transferable licence to use the API in accordance with these Terms and Conditions.

5.2 You will not:

(a) attempt to obtain an access token to another investor's account;

(b) use multiple access tokens to attempt to circumvent restrictions imposed on the API or specified in these Terms and Conditions or in the Terms and Conditions for investors;

(c) share your individual access token with a third party in order to give them indirect unauthorized access to the API or any other Funding Circle content or use such credentials shared with you by another investor;

(d) attempt to circumvent any restrictions or policy put in place by Funding Circle in order to obtain an unfair advantage over other investors;

(e) act in a way that seeks to disrupt service through the platform in any way, including without limitation reverse engineering the API or any part of the platform, implementing features or practices that harm the professional reputation of any Funding Circle staff or users, removing any material that you have received through the platform;

(f) use the API in applications that are 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”;

(g) cache other users’ access tokens to the API or any other access credentials to the platform; and/or

(h) sell or lease any lending application that you create to another investor or any other third party for the purpose of personal financial gain.

5.3. Your lending application must:

(a) cache data for performance in a manner that does not create unnecessary requests to the API;

(b) make requests to the API containing the minimum possible amount of information required to obtain the information or perform the action you require; and

(c) be able to handle errors, exceptions or other software or hardware problems gracefully.

5.4 If your lending application is used by any other Funding Circle investors you must:

(a) provide to such investors your own terms and conditions and privacy policy which do not in any way conflict with any Funding Circle terms;

(b) include these Terms and Conditions in your distribution;

(c) explicitly specify in your terms and conditions that your product is not officially endorsed by or affiliated with Funding Circle.

5.5 You must ensure that your network, operating system and any third party software services that you use are properly configured to securely operate your application.

5.6 Save where we have otherwise agreed and in respect of loans where there is only one investor, an API User is not permitted to bid for loan parts in a loan which add up in total to more than 20% of the requested amount for that loan. If the total amount of accepted bids in a live auction is equal to 20% of the loan request, the API User will not be permitted to bid further through the API.

6. Use of content

6.1 We (or our licensors) 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 existing in or in relation to the API. You acknowledge that you have no rights in the API other than the right to use it in accordance with these Terms and Conditions.

6.2 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.

6.3 You must not:

(a) use Funding Circle content in any advertisements or for the purposes of targeting advertisements anywhere;

(b) use Funding Circle content to generate mass messages, promotions or offers for any reason; and/or

(c) use any Funding Circle brand, trademarks, trade names, service marks or logos in your bespoke lending application.

7. Storage of content

You cannot store on any device or system, for a period of more than 30 days, the following information obtained through the API:

(a) any information listed by Funding Circle about a borrower on the platform including without limitation: business profile information, credit scores, financial accounts, outstanding business loans and credits, answers to questions posted by investors, any information that could be used to identify the directors of the business or any staff members that the business employs, the reason for taking out the loan, the number of years trading, information about assets or director guarantees;

(b) any information about other Funding Circle investors participating in auctions including without limitation: investor user names, bid amounts and bid rates for any bids placed; and

(c) any information that could be used to identify a investor from whom you have purchased a loan part on the secondary market.

8. Lending restrictions

8.1 API consumers cannot place more than one bid every 20 seconds, applicable to the entire loan request marketplace.

8.2 Funding Circle reserves the right to impose additional restrictions for individual users at any time and from time to time, in our absolute discretion and without prior notice or liability to you.

9. Independent development

9.1 Funding Circle will not assist with any development, testing or configuration of lending applications. However, we will use reasonable endeavours to look into potential errors, bugs or service failures that are reported by API consumers.

9.2 You acknowledge that Funding Circle may be independently creating applications, content or other products and services that may be similar or competitive to your own lending application. Nothing in these Terms and Conditions will be prevent or restrict Funding Circle from creating any applications, content or other items.

10. Fees

10.1 Funding Circle intends to keep the API free of charge. However, Funding Circle may charge for the API and related service at any in the future, but any such charges shall not be retrospective.

10.2 You are responsible for all costs incurred by you in using the API.

11. Publicity

11.1 Subject to these Terms and Conditions, you may promote your lending application, including talking about it with other users, sharing your code, as long as you do so truthfully, accurately and without implying that your code, services or software is in any way affiliated or endorsed by us. However, you may not issue any formal press release via traditional routes or online media referring to Funding Circle without our prior consent.

11.2. We may publicly refer to you, orally or in writing as a licensee of the API. You hereby give us irrevocable and unconditional consent to publish the name of your application on our website, in press releases and in promotional materials as we see fit from time to time.

12. Monitoring

12.1 Funding Circle will monitor information transmitted to and from its services.

12.2 You will assist Funding Circle in verifying your compliance with these Terms and Conditions, by providing to us information about your lending application when requested by us, including without limitation access to your lending application or content displayed, transmitted to or from it and any other materials that would help us establish whether you are compliant with these Terms and Conditions.

12.3. If you are in breach of any of your obligations under these Terms and Conditions, or otherwise if we cease to provide some or all of the API or related services, immediately on our request you will delete any content received by or stored by your lending application .

13. Amendments

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 make changes without your specific agreement and we may not always be able to give you advanced notice of such changes, but we will always post any changes on the website so you can view them when you next log in. By continuing to use the API, you agree to be bound by the terms of any updates and amendments implemented in accordance with this clause.

14. Miscellaneous

14.1 If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, such term shall be severed from this agreement but all other tersm and conditions shall remain in full force and effect.

14.2 All disclaimers, indemnities and exclusions in these Terms and Conditions shall survive termination of the agreement between us for any reason.

14.3 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.

14.4 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.

14.5 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.