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 these systems and the services provided via the platform, you confirm that you have read, understood and agree to these terms and conditions and the privacy policy (each as amended from time to time) and where you're acting on behalf of an LLP, limited company or public body that they agree to these terms and conditions. If you do not agree to these terms and conditions, you must stop using this platform immediately.

References in these terms and conditions to "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.

The agreement for a Loan between each relevant investor and the relevant 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"). 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 or public body;

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

(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 the 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. Nothing Funding Circle does and nothing on the platform is intended to operate or be construed as advice or recommendation by Funding Circle to enter into a particular loan.

1.3 Funding Circle gives each borrower a risk band classification at the time a loan request is processed, which is based on information included in the borrower's application and the results of an online check made against records held by credit reference agencies. 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 underwriting exercise, 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 Funding Circle accepts no responsibility and disclaims all liability for any information about a borrower made available to prospective investors through the Funding Circle platform or in respect of risk band classifications. Funding Circle may from time to time at the end of each month, but accepts no obligation to, update or amend at any time borrower's information or the risk band classification (including between when the loan request is first made and when it is entered into, and during the term of any loan).

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 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.

1.10 You can then transfer money into your Funding Circle 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 Funding Circle investor account depending on the outcome of the checks set out at clause 1.9. It is important that you quote your Funding Circle 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 Funding Circle investor account you can start lending. There are no fees payable to set up a Funding Circle investor account.

1.12 Money in your Funding Circle 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 Funding Circle investor account in excess of the total value of Active Bids (as defined in clause 4.2 below) that you have made from your Funding Circle 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 Funding Circle 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 Funding Circle 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 or agent to use your Funding Circle 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 Funding Circle 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 underwriters, 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 Funding Circle investor account, this offer to lend, known as a "e;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 Funding Circle 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 loans 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 account to any one business, unless the total funds are less than £2,000. If the total funds in your 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 Funding Circle investor account.

4.10 Funding Circle reserves the right to place any restriction or condition on which investors may become investors or holders of whole loans, and/or 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 We reserve the right to withdraw listed loan requests, or the availability of the Autobid tool, at any time for any reason. We may also change the minimum and maximum amounts that you can bid and will tell you about these changes on 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 loan request is fully funded by bids from you and other investors and the borrower accepts the aggregated loan request offer, you automatically enter into a Loan Contract (which comprises our Loan Conditions and the relevant Key Contract Terms) with the borrower for the loan. Your money is then transferred from your Funding Circle investor account to the Funding Circle account of the borrower. The loan documentation will be generated automatically to include the relevant Key Contract Terms, setting out the specific details of the loan, and to incorporate our standard Loan Conditions. 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 deemed to accept the Loan Conditions by ticking a box 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 Funding Circle 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 Each time you purchase or sell a loan part, you will be shown the form of transfer certificate, which will detail the legal terms of your purchase or sale.

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 Funding Circle 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); or

(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 Funding Circle 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 ""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.

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 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 Where the Key Contract Terms indicate that a loan is to be secured, the following security provisions will apply:

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

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

(c) 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. In the remainder of these conditions, a reference to "Security Agent" is a reference to FCTL and/or FCPFL, in its capacity as security holder on your behalf.

(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) instruct FCTL or, as relevant, FCPFL , to enforce any such security on your behalf.

10.2 In the circumstances described at 10.1(d), you agree that the Security Agent will act on your behalf as security agent in respect of the borrower's liabilities to you under each loan. All communications to a borrower in connection with any such security will be made by us (acting through the Security Agent).

10.3 Where we or the Security Agent have been provided with information by a relevant borrower, we or the Security Agent may provide to you as investor 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 you to hold the assets charged under any security upon trust for itself and for all investors 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 trustees 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 Agent 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 If the Security Agent is required to enforce any security agreement, and any proceeds of recovery become available (after allowing for all of the Security Agent'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. If that is the case, then the investors shall only be entitled to recover their proportionate share of such recoveries. 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.

10.7 You agree that the Security Agent 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 and that you will pay all reasonable 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 and to the extent that such costs cannot be recovered by the Security Agent from the relevant borrower.

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

11.1 Where the Key Contract terms indicate that the loan is to be 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 pursue missed payments or loans (whether or not in formal default) where we consider this to be in the best interests of investors. We may recover our reasonable costs 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 reattempts to collect the funds fails 2 working days after the payment was due, the borrower's account will be treated as an overdue account and we will continue to attempt to collect the funds. We may refer the missed payment to a debt collections agency (the "Collections Agency"), who will attempt to collect the money on 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 will be added to the loan amounts that they are seeking to collect and will not reduce the amount available for distribution to investors.

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. The field agents may deduct up to 40% of the amount they recover from the borrower and the remaining proceeds will be distributed to investors; where reasonably possible this fee 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. We will act in a fair and equitable manner to achieve maximum recovery for all affected investors, which may include extending 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 recovery 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, and provided you have no Loan Contracts currently in force, you can let us know and we will end your membership.

13.2 We may end your membership of Funding Circle at any time and for any reason, including but not limited to if:

(a) you breach these terms and conditions 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) 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;

(e) 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

(f) there is no activity in your Funding Circle investor account within a 12 month period.

13.3 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 Funding Circle is giving no undertaking and making no warranty or representation, as to the ability of borrowers to pay, and their credit risk, and that we are in no way liable for the debts of borrowers. You acknowledge that you are bidding and lending entirely at your own risk.

14.2 Calculations we may provide on the platform of the likely rate of return on loans are for guidance purposes only and are not guaranteed.

14.3 The information on the platform does not constitute advice, recommendation or an endorsement of loan requests or borrowers. The information is not intended to be relied upon as a sole basis for deciding whether or not to lend to a particular business.

14.4 We make no representation or warranty as to the accuracy of the data displayed for loan requests, nor whether the information is up to date or error free.

14.5 We do 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.

14.6 We do 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.

14.7 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.

14.8 The Funding Circle platform is not intended or designed to be used, nor Funding Circle permits 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 member 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 Interim Permission to conduct consumer credit business under firm reference number 632508. 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 allow uninterrupted access to the platform, but access to the platform may be suspended, restricted or terminated at any time.

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 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 a 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

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) 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). You will also be liable to us as contemplated in clauses 10.6 and 11.6 above in circumstances where a loan is a secured loan.

20. Our liability to you

20.1 We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of Funding Circle or using the services provided via the platform, except where such loss or damage arises from our breach of these terms and conditions or was caused by negligence, wilful default or fraud by us or our employees. We are not responsible for any breach of these terms and conditions arising from circumstances outside our reasonable control. Our total liability to you in connection with these terms and conditions, your membership of Funding Circle and your use of the services provided via the platform shall not exceed the amount of money you have lent giving rise to the liability.

20.2 Nothing in these terms and conditions shall limit our liability for personal injury or death caused by our negligence, fraud, nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.

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 and Funding Circle Trustee Limited are regulated under an Interim Permission by the Financial Conduct Authority (FCA) (Licence No.s 0635439 and 640243 respectively). Funding Circle intends to become fully authorised by the FCA prior to 1 April 2016.

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

http://www.fundingcircle.com.

22.2 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-.

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. We may make such changes without your specific agreement where those updates are, in our reasonable opinion, of an immaterial and routine nature and 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. By continuing to use the platform, or our services in allocating funds you have deposited, you agree to be bound by the terms of any updates and amendments implemented in accordance with this clause 23.

23.2 These terms and conditions were last updated on 15 October 2015.

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 These terms and conditions and the Loan Contracts (and the API Terms of Use, if appropriate) set out the entire agreement between you and us with respect to your use of the platform and the services provided via the platform and supersede any and all representations, communications and prior agreements (written or oral) made by you or us.

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).

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.

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 Solicitor 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, you confirm that you have read, understood and agree to these terms and conditions and the privacy policy (each as amended from time to time) and where you're acting on behalf of an LLP, limited company, partnership or other separate entity that they agree to these terms and conditions. If you do not agree to these terms and conditions, you must stop using this platform immediately.

References in these terms and conditions to "we", "us" and "our" means Funding Circle Limited. References to "systems" or "platform" means the website, the Funding Circle API, any other online services provided by us and any data managed by, displayed on or transmitted from such services. References to "you" and "your" mean a user of the platform and the services provided via our systems, whether as an individual or an entity which meets the borrower criteria set out below.

The agreement for a Loan between each relevant investor and the relevant 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"). 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 agents to make a loan application on a borrower's behalf. If a registered agent 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 brokers. If you use an agent 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 agent'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 country 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 the 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, otherwise we may require you to send us copies of the relevant passports or other identification documents and anything else that we may need. If you do not provide all appropriate identification documents, you will not be able to borrow on the Funding Circle platform.

1.4 Once you're 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 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. You will update us if any of the information you provide to us changes or is likely to materially change.

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 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 or agent 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 the platform other than through normal use of it.

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 the Borrower, Funding Circle may terminate the loan immediately without notice and in its absolute discretion. The Borrower will remain liable for any interest incurred between acceptance and termination.

3.3 Funding Circle gives each borrower a risk band classification at the time a loan request is processed, which is based on information included in the borrower's application and the results of an online check made with credit reference agencies such as CreditSafe, Equifax or Experian. Funding Circle does not check or edit the information submitted or uploaded by a borrower.

3.4 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 loan request being listed on the Funding Circle platform, the interest rate in the offer is subject to change if the interest rates on the platform generally are changed. Once your application has been listed on the Funding Circle platform, the interest rate will not be changed. If an application 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 Once we have agreed to allow your application onto the Funding Circle 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.

3.6 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 paragraphs 2.2 and 2.3 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.

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

3.8 The listing process shall expire on the earlier of (i) the date of your acceptance of a fully funded loan and (ii) the date falling 7 calendar days after the date the listing is commenced (unless otherwise extended by Funding Circle in its absolute discretion).

3.9 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.

3.10 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).

3.11 While Funding Circle adds value to the credit analysis as part of our underwriting exercise, 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.

3.12 Funding Circle accepts no responsibility and disclaims all liability for any information about a borrower made available to prospective investors through the Funding Circle platform or for risk band classifications. Funding Circle may from time to time, but accepts no obligation to, update or amend at any time borrower's information or the risk band classification (including between when the loan request is first made and when it is entered into, and during the term of any loan).

3.13 For all loans the offer will remain open and available for acceptance until 6pm on the fifth working day after the day that the listing period expires. Funding Circle may, in its absolute discretion, extend the period that the offer remains open and available for acceptance. If you do not accept the offer within this period then your loan request will be cancelled, and any funds bid will be released back to investors. There is no obligation on you to accept the aggregated loan request offer. Interest shall only accrue from the date the listing expires if you accept the offer.

3.14 Once you have accepted the aggregated loan request offer, you automatically enter into a legally enforceable Loan Contract with the relevant offering investors for the loan (and each of its respective loan parts). The Loan Contract will be generated automatically to include the Key Contract Terms, which set out the specific details of the loan, and the Loan Conditions. The money is then 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. Once you have accepted a loan it cannot be cancelled for any reason (although, for the avoidance of doubt, it may be repaid in full at any time in accordance with clause 5.3 of these Terms).

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.

4. Fees

4.1 We charge a completion fee of 2-5% 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 agent on your behalf, a different completion fee may be charged. On your request, a registered agent 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 underwriting exercise, 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 monthly or other scheduled repayments payable to each investor on each loan part or whole loan in respect of the loans will be set out in the Loan Contract.

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 Where the Key Contract Terms indicate that a loan is to be secured, the following security provisions will apply:

(a) Where the Key Contract Terms indicate that a loan is to be 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) Where the Key Contract Terms indicate that a loan is to be 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) 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.

(d) 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 12.4) 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 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 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 FCTL and FCPFL (as security holder on behalf of the investors) all such costs.

7. Large Asset Finance Loans

7.1 Where the Key Contract Terms indicate that the loan is to be 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 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. 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 to explain why and will attempt to recollect the payment. 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.

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 tracing charges, field agents' costs, litigation costs, expenses and other such third party fees 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 four out of six 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 18 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 Agent") to hold as legal owner on trust for the investors and FCL, acting on behalf of the Security Agent, may take such steps as it considers necessary or desirable to recover the amount owed including without limitation to sell the assigned debt to a debt purchaser or otherwise to pursue you (and any relevant guarantor, as the case may be) for the outstanding amounts through third party debt collection agencies and/or the courts. If such further action is necessary, it is likely that significant costs will be incurred which will be passed on to you as the defaulting borrower. 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 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.

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 and for any reason, including but not limited to 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 30% of the total amount lent to you through the Funding Circle lending platform, 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; or

(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.

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 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 allow uninterrupted access to the platform, but access to the platform may be suspended, restricted or terminated at any time.

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 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 any breach of these terms and conditions or any Loan Contract by you, or any fraudulent use of the Funding Circle platform.

14.2 You will 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.

15. Our liability to you

15.1 We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of Funding Circle or using the services provided via the platform, except where such loss or damage arises from our breach of these terms and conditions or was caused by negligence, wilful default or fraud by us or our employees. We are not responsible for any breach of these terms and conditions arising from circumstances outside our reasonable control. Our total liability to you in connection with these terms and conditions, your membership of Funding Circle and your use of the services provided via the platform shall not exceed the greater of: (i) the amount of money you have borrowed giving rise to the liability; and (ii) £10,000.

15.2 Nothing in these terms and conditions shall limit our liability for personal injury or death caused by our negligence, fraud nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.

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 and Funding Circle Trustee Limited are regulated under an Interim Permission by the Financial Conduct Authority (FCA) (Licence No.s 0635439 and 640243 respectively). Funding Circle intends to become fully authorised by the FCA prior to 1 April 2016.

16.5 For the purposes of the FCA's Client Money rules, you do not constitute 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 https://support.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. By continuing to use the platform, you agree to be bound by the terms of these updates and amendments.

18.2 These terms and conditions were last updated on 15 October 2015.

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 These terms and conditions and the Loan Contracts set out the entire agreement between you and us with respect to your use of the platform and the services provided via the platform and supersede any and all representations, communications and prior agreements (written or oral) made by you or us.

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 Loan Request is fulfilled by successful Bids and subsequently accepted by the Borrower, a Loan Contract is created in respect of the resulting Loan. That 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 Investors during the Loan Request, Bid and acceptance processes.

1.2 Where a Loan is made up of various Loan Parts, a single Loan Contract is formed between the Borrower of that Loan and each of the Investors 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 made up of various Loan Parts, each repayment paid by the Borrower will be pro rated between the various Investors under the Loan Contract that governs 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 or other fees due to Funding Circle under the Funding Circle Terms and Conditions.

3. Interest

3.1 The Borrower agrees to pay the Investor interest on the Loan at the agreed interest rate. Interest on the Loan shall accrue at that agreed interest rate from the date the listing closes (or is closed by the Borrower) to the date of actual repayment and shall be calculated at the outset for the whole period of the Loan and be stated 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, interest shall continue to accrue on the Loan at the agreed interest rate and be immediately due and payable as it accrues.

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 Contract 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 Contract relating to a Loan and demand repayment of the full Loan Amount owed by the Borrower under the Loan Contract 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) in a way which affects 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 Borrower, or the information that is provided to Investors in contemplation of their lending to the Borrower;

(c) the Borrower has breached the terms of this 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 this Loan Contract; 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 (formerly called Funding Circle Recoveries Limited) or Funding Circle Property Finance Limited may from time to time hold for the Borrower's Debt;

(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 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 following the date of any Loan Contract or any partner dies, becomes of unsound mind, becomes bankrupt or makes a voluntary arrangement with anyone that they owe money to; or

(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.

5. Funding Circle fees

5.1 Funding Circle charges a completion fee of 2-5%. 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 agent on a Borrower’s behalf, a different completion fee may be charged. When requested by the borrower, a registered agent 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) 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;

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

(c) where a field agent has been employed as part of the collections process, Funding Circle or its collection agency may charge a fee; and

(d) 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.

In the case of the fees referred to in (b), (c) and (d) 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 will assign absolutely to the new investor the rights, title and interest in the relevant Loan Contract and all associated rights; (b) the transferring Investor will be 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, 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, 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) 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 reasonably require about the Borrower’s financial condition, business and affairs, and compliance with the terms of the Loan Contract.

8. [Deliberately omitted]

9. No reliance

The Borrower confirms that, in entering into this 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 this Loan Contract.

10. General

10.1 The Loan Conditions and the 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 this Loan Contract, the Borrower agrees that it will not 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 this Loan Contract, 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 30% of the total amount lent to the Borrower through the Funding Circle lending platform 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 the 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 this Loan Contract 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 Contract 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 this Loan Contract, Funding Circle may take the benefit of and specifically enforce each express term of this Loan Contract and any term implied under it pursuant to the Contracts (Rights of Third Parties) Act 1999.

10.11 This 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 the 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 all of the Investors to that Borrower) which will secure the repayment of the Borrower's Debt

"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 all of the Investors to that Borrower) which will secure the repayment of the Borrower's Debt

"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

"Borrower's Debt"

all of the Borrower's liabilities to the Investor(s) (and where relevant to the Security Holder) present, future, actual or contingent and will include (i) Interest (ii) the Loan and (iii) related costs and expenses

"Chattels Mortgage"

a chattels mortgage (if any) to be entered into between the Borrower and the Security Holder (acting on behalf of all the Investors to that Borrower) which will secure the repayment of the Borrower's Debt

"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 all the Investors to that Borrower) which will secure repayment of the Borrower's Debt.

"Key Contract Terms"

the summary of the key commercial terms applicable to a particular Loan and Loan Contract made on a single occasion between a Borrower and Investors, those commercial terms being taken from the Loan Request and subsequent Bid or Bids that formed the Loan Contract

"Legal Mortgage"

a legal mortgage over property (if any) to be entered into between the Borrower and the Security Holder (acting on behalf of all of the Investors to that Borrower) which will secure the repayment of the Borrower's Debt

"Investor" or "Investors"

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

"Loan"

the individual loan transaction entered into between a Borrower and an Investor or multiple Investors 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 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 (or Investors make) a Loan to a Borrower, in each case made up of the Loan Conditions and Key Contract Terms applicable to the relevant Loan

"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

"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

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

The Privacy Policy explains and governs:

  • how we collect, store and use personal information belonging to visitors to our website as well as 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); and

  • your rights to control your personal information.

  • Funding Circle respects your right to privacy and will only process your personal information in accordance with the Data Protection Act 1998 and other applicable law and regulation. 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.

    By accessing and using our website, marketplace and services, you confirm that you have read, understood and agree to this Privacy Policy. 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.

    Funding Circle may amend this Privacy Policy from time to time to comply with applicable law and regulation or to meet its 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.

    1. Collecting your Information

    How do we collect your information?

    1.1. We collect 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);

  • information (including in the manner described above) provided on your behalf by your representatives or agents ("Agents"); and

  • 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.

  • 1.2. 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) and your interaction with the marketplace and our website, and email performance data, including for the purposes of marketplace administration and service improvement. See our Cookie Policy for more information.

    What information do we collect?

    1.3. If you wish to become a member of the marketplace you will need to provide to us, or we will collect from third parties, your:

  • personal details (including name, date of birth, current and previous postal addresses);

  • 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, identity, contact 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;

  • electoral register information; and

  • fraud prevention information; and

  • passwords and security question answers.

  • 1.4. We 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.

  • 1.5. We may, particularly in relation to Borrowers, Investors or guarantors, be given sensitive personal information (such as medical information). 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 (which may involve sharing such information with your Agents).

    Information you provide about other people

    1.6. Where you provide information about other people (for example, if (a) you represent a Borrower and you provide information about directors, partners, members, shareholders or beneficial owners other than yourself or (b) you are an Agent) 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 their permission to (a) make all such disclosures, (b) act on their behalf and (c) in relation to partners, members, shareholders or beneficial owners of Borrowers, the making of credit checks at credit reference agencies.

  • 2. Using and disclosing your information

    Using your information

    2.1. 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;

  • to develop and improve our services and products, 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 associated with them):

  • 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

    2.2. 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, 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 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);

  • to credit reference and fraud prevention agencies (see section 3 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 substantially all) of our business or assets in connection with the acquisition;

  •  

  • where we are required to do so by applicable law and regulation , governmental 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.

  • 2.3. 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

    2.4. 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.

    3. Credit Reference and Fraud Prevention Agencies

    Credit Reference Agencies ("CRAs")

    3.1. 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 loan application process; and

  • if there are late repayments or default.

  • 3.2. 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).

  • 3.3. 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.

    3.4. 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.

    3.5. 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")

    3.6. 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.

    3.7. 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.

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

    4. 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);

  • request that we update and correct any out-of-date or inaccurate personal information we hold about you. You can also log-in to your Funding Circle account and make changes yourself; and

  • request that credit reference agencies provide you with information that they hold about you. You must contact them directly to do this.

  •  

    5. 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 investor.

  • 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.

    6. Security and other Third Parties

    6.1. 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.

    6.2. 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.

    6.3. 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. Contact Us

    You can contact us at contactus@fundingcircle.com.

     

    8. About Funding Circle

    8.1. 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.

    8.2. 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.