reviews
reviews
1.1 These Investor Terms and Conditions consist of Part A (General Investor Terms and Conditions) and Part B (Funding Circle ISA Terms and Conditions). Part A applies to all Investors. If Investors hold a Funding Circle ISA, Part B also applies. If there is any conflict between a specific term in Part A and a specific term in Part B, the specific term in Part B will prevail.
1.2 These Investor Terms and Conditions describe:
The Funding Circle Platform is a direct lending platform that matches those who wish to lend money with those who wish to borrow. Our role is to:
3.1. We, or others we instruct, perform the following Intermediary Services:
4.1. These Investor Terms and Conditions set out the basis of our relationship with you as an Investor.
4.2. We do not guarantee you will be able to lend through the Funding Circle Platform.
4.3. The Loan Contract sets out your lending relationship with a Borrower. A Loan Contract is between an Investor and a Borrower but we have certain rights under it to enable us to perform our role properly. If there is any conflict between these Investor Terms and Conditions and the Loan Contract, the terms of the Loan Contract will prevail.
4.4. We will not perform any management functions on your behalf in respect of any Loans or Loan Parts that you hold. You should seek independent financial, legal, tax or other professional advice prior to deciding to lend through the Funding Circle Platform and should only do so if you have appropriate knowledge and understanding of the Funding Circle Platform.
4.5. We are not authorised to give investment advice. No information contained on the Funding Circle Platform or on the Website constitutes investment advice or a recommendation to lend money, and should not be treated as such.
4.6. Except where you have obtained our specific prior written consent, you:
5.1. Subject to clause 5.2, you may cancel your agreement with us within 14 days of opening your Classic Account.
5.2. If, after opening your Classic Account and during the 14 day cancellation period, you add funds to your Classic Account and either:
6.1. To access and use the Funding Circle Platform for the purposes of lending you must create and maintain an Investor Account unless we agree otherwise. To be eligible to do so, unless we agree otherwise, you must satisfy the following Investor Eligibility Criteria:
7.1. Before you can lend on the Funding Circle Platform you must create an Investor Account, select an Investor Profile, and pass our Appropriateness Assessment.
7.2. We have absolute discretion whether to accept or reject your application to become an Investor and create an Investor Account, even if you satisfy the Investor Eligibility Criteria and pass the Appropriateness Assessment.
7.3. You confirm and agree that, when you create an Investor Account and for so long as you maintain an Investor Account:
7.4. If any of the statements in clause 7.3 cease to be true you must contact us as soon as possible by email (contactus@fundingcircle.com) or by telephone (020 7401 9111) to tell us.
7.5. You must update your Investor Account when your details change or tell us and we will update your details.
7.6. You must provide us with the sort code and account number of your Nominated Bank Account.
7.7. When you create your Investor Account you must provide a username, a valid e-mail address, a password and certain security information. Your username and password are unique to your Investor Account and are non-transferable without our specific prior written consent. You will need them to access certain restricted areas of the Website.
7.8. You must keep your username, password and security information secure and confidential. You are responsible for all activity on or through your Investor Account, the Funding Circle Platform, and in connection with your Nominated Bank Account, including all activity by anyone that uses your username, password or security information, whether or not they have been authorised by you. You must provide all authorised persons with a copy of these Investor Terms and Conditions and ensure that they comply with them when accessing and using the Funding Circle Platform and the Investor Account.
7.9. You must not transfer your Investor Account to another person, or permit another person to use your Investor Account, without our specific prior written consent.
7.10. You must notify us immediately if you believe that an unauthorised person is using your Investor Account or the security of your Investor Account has been or might be breached.
7.11. We can assume that all correspondence, orders, transfers and instructions made by reference to your username and password are made by you.
7.12. We can decline to act on your instructions or suspend your Investor Account if we suspect illegal or fraudulent activity or unauthorised use of your Investor Account.
8.1. Investors acquire Loans and Loan Parts through the primary and secondary markets on the Funding Circle Platform. The primary market is where new Loans are originated, and the secondary market enables the sale and purchase of existing Loan Parts among Investors. Only institutional Investors are able to lend whole Loans to Borrowers. All non-institutional Investors lend Loan Parts to Borrowers.
8.2. Before you can start to lend to Borrowers you must pass the Appropriateness Assessment and fund your Investor Account. You will also need to agree to, and accept, the Loan Conditions and Transfer Certificate. The User Guide and FAQs explain how Investors can transfer money into their Investor Account and how the lending process works.
8.3. You must use our auto-lending tool when lending. You can choose to stop future lending by switching off the auto-lending tool. After you have selected your preferred lending option, your funds will automatically start to be allocated to different Loan Requests from different Borrowers based on several factors, including your chosen lending option, your projected return and the funds available in your Investor Account. Please refer to the User Guide, the Website and FAQs for more information about our diversified lending principles.
8.4. Once all our requirements in relation to a Loan Request have been satisfied, and your funds have been allocated to a Loan Request, the Loan Request will become fully funded. When this occurs, the Loan completes and your funds are transferred to the Borrower.
8.5. Information regarding the funds in your Investor Account, the Loan Parts you hold and other information relating to your lending is viewable in your Investor Account.
8.6. We may:
8.7. Funds held in your Investor Account do not earn interest.
8.8. Each Loan Contract is governed by the Loan Conditions (and includes the Key Contract Terms). When a Loan is successfully completed, a separate Loan Contract is automatically formed between each Investor that lends a Loan or Loan Part and the relevant Borrower.
8.9. We can enforce certain terms under a Loan Contract and can take certain action on behalf of the relevant Investors. You cannot, and are not entitled to, engage with any Borrower and any Guarantor, or undertake any action in your own name under a Loan Contract and a Guarantee unless we otherwise agree.
8.10. Funding Circle, the Security Agent, the Security Holder and any other person acting on our or their behalf will act in the interests of the relevant Investors as a whole, and will not be required to have regard to your particular interest, or those of any other particular Investor.
8.11. We may amend the Loan Conditions from time to time and will notify you of these changes. These changes will have no retrospective effect and will generally take effect after you have been notified.
9.1. The Loan Contract governs the payment of principal and interest due to you from a Borrower under the Loan Contract.
9.2. If a Borrower wishes to repay a Loan early, it must pay the entire outstanding principal plus all unpaid Accrued Interest. A Borrower cannot make early repayment of part of a Loan. If a Loan is repaid early, a Borrower must pay Accrued Interest up to the day before the next scheduled repayment date or, if a Borrower repays the Loan early and fewer than eight days before the next scheduled repayment date, the Borrower must pay Accrued Interest up to the subsequent scheduled repayment date (and so will incur a further month's interest).
9.3. You will be entitled to a proportionate share of all payments of principal and interest received from a Borrower in respect of a Loan (save for the Servicing Fee and the Special Situation Fee, if applicable) and this will be paid into your Investor Account. Your share of any such payments will be calculated by reference to your Loan Part and the percentage of the Loan which your Loan Part represents.
9.4. Neither we nor any Funding Circle Company guarantee any payments due to you from any Borrower under any Loan Contract. Risk band classifications do not amount to any form of recommendation or guarantee by us, or any Funding Circle Company, as to the amount of payments that you will actually receive or the likelihood of payment defaults occurring on a particular Loan.
9.5. We will provide individual Investors with an annual statement of the interest to which they are entitled for personal tax purposes.
9.6. It is your responsibility to account for any tax imposed on you as a result of lending Loan Parts through the Funding Circle Platform, including on any interest you earn. Neither we nor any Funding Circle Company will deduct any tax from any interest that you receive or any proceeds of sale from any transfers of Loan Parts that you effect unless we, or any Funding Circle Company, are required to do so by law.
10.1. All withdrawals must be to your Nominated Bank Account.
10.2. You can withdraw available funds that have not been lent or allocated for lending from your Investor Account. If you want to have access to any funds that have already been lent, you may be able to transfer your Loan Parts by selling them to other Investors. You can request to transfer Loan Parts to another Investor by using the auto-sale tool on the Funding Circle Platform, as further described in this clause 10 (Withdrawing funds and transferring Loan Parts).
10.3. Only whole Loan Parts can be transferred. Transfers are effected by way of a Transfer Certificate and the transfer process is detailed in clause 6 (Transfers by Investors) of the Loan Conditions.
10.4. Loan Parts that are not eligible for transfer and that cannot be bought or sold are those:
10.5. The transfer process is wholly automated and the Funding Circle Platform will automatically attempt to select eligible Loan Parts in your portfolio for transfer over a Transfer Period. This will be done on a randomised basis based on the number of Loan Parts that you have in your portfolio and the principal outstanding under those Loan Parts. During the Transfer Period, all lending activity on your Investor Account will be paused until the transfer process has been completed. You will receive Accrued Interest to which you are entitled when you transfer those Loan Parts.
10.6. There is no guarantee that any of your Loan Parts will be transferred, nor any assurance as to how long it may take to transfer Loan Parts to other Investors. Please refer to the User Guide and FAQs for more information about our secondary market sale process.
10.7. We will notify you when each Transfer Period has concluded. After a Transfer Period, you will be required to restart the auto-lending tool on your Investor Account if you wish to start lending again on the Funding Circle Platform. Alternatively, you can re-list any remaining unsold Loan Parts on the secondary market for a further Transfer Period.
10.8 When a Loan Part is transferred to another Investor on the secondary market, a Transfer Payment will be deducted from the proceeds of the sale of that Loan Part, to the benefit of the purchasing Investor. When you list multiple Loan Parts for sale on the secondary market, we will tell you what your maximum Transfer Payments will be, based on the sum of the Loan Parts you have listed for sale. The actual Transfer Payments deducted will differ if you are unable to sell the full amount of Loan Parts during a single Transfer Period. We reserve the right to change the Transfer Payment applied to the transfer of Loan Parts on the secondary market at any time, and will give you 14 days’ notice of any change by notifying you through the Website or sending an email to your registered email address.
11.1. If Security has been created by a Borrower or a Guarantor, the Borrower's and the Guarantor's obligations to you and other Investors under the Loan and the Guarantee will be secured by that Security, and the provisions relating to Security will apply.
11.2. The Security Holder may hold one or more different types of Security with respect to any Loan on behalf of Investors, each Funding Circle Company and other persons who may assume our Loan servicing obligations.
11.3. The existence of Security does not increase the likelihood of a Borrower's or a Guarantor's ability to meet its repayment obligations under a Loan Contract or a Guarantee, and does not constitute a guarantee of full repayment by the Borrower or a Guarantor in the event of non-payment or default by any of them under a Loan Contract or a Guarantee.
11.4. You appoint the Security Holder to act as agent to hold the Security in connection with any Loan. You are not entitled to, and will not seek to, take any action or commence any proceedings against any Borrower or Guarantor in your own name. Only the Security Holder is entitled to take any action or proceedings. You authorise the Security Holder to exercise the rights, powers, authorities and discretions specifically given to the Security Holder under or in connection with any Security Document, together with all other incidental rights, powers, authorities and discretions.
11.5. The Security Holder's duties under the Security Document are solely administrative in nature. You acknowledge and agree that the Security Holder has only those duties or obligations which are expressly set out in the Security Documents, in these Investor Terms and Conditions and by law. Section 1 of the Trustee Act 2000 (which relates to the duty of care owed by trustees) will not apply to the Security Holder or the Security Agent. If there is any inconsistency between the provisions applicable to the Security Holder or the Security Agent by law and these Investor Terms and Conditions, these Investor Terms and Conditions will prevail.
11.6. The Security Holder will hold the benefit of the Security on behalf of itself, us, any Funding Circle Company and all of the Investors who are a party to a Loan Contract with the Borrower which is expressed to have the benefit of Security. The Security Holder is only required to have regard to the interests of the relevant Investors as a whole.
11.7. If the Borrower or Guarantor fails to make any payment when due or an Event of Default occurs, you agree that the Security Holder may enforce any such Security on all relevant Investors' behalf. A default notice will be sent to the Borrower and a demand for repayment of the Total Amount Payable and any applicable fee and costs under the Loan Conditions will be made to the Borrower and a Guarantor.
11.8. If an Event of Default occurs, we may notify all affected Investors. We will be entitled to demand repayment of the Total Amount Payable and any applicable fees and costs under the Loan Conditions and will take steps to collect the outstanding debt. The Security Holder can also enforce any Security for and on behalf of all relevant Investors.
11.9. If the Security Holder has been provided with information by a Borrower and a Guarantor about them or their secured assets, we may provide that information to you, including information relating to the estimated forced re-sale value of such secured assets on enforcement. In these circumstances, any secured asset valuation provided by us to you will be for indicative purposes only.
11.10. We, the Security Agent and the Security Holder may rely on any representation, notice or document believed by us or it to be genuine, correct and appropriately authorised and any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within their knowledge or power to verify.
11.11. The Security Holder will not be required to take any action in relation to any Security unless we instruct it to do so, but it may do so in the absence of any such instruction. The Security Holder will have no liability to any person for any action taken in accordance with our instruction. Absent any instruction, the Security Holder has absolute discretion to exercise the rights, powers or authority it has and it will have no liability for any such action save to the extent caused by its own negligence.
11.12. If we have designated a Loan as a property finance loan that is secured by Security, the Borrower will, at its own expense, execute and do all necessary things to perfect and protect the Security before and after enforcement. Security granted in connection with property finance loans will be held by Funding Circle Property in accordance with clause 11.6. If the realisation proceeds from the enforcement of property finance Security are not sufficient to discharge all of the Borrower's obligations, each Investor will only be entitled to receive its proportionate share from the realisation proceeds after the relevant Security enforcement costs have been paid. If these costs cannot be recovered from the Borrower, each Investor must pay the Security Agent and the Security Holder's costs on a proportionate basis.
11.13. If we have designated a Loan as an asset finance loan, it will be used by the Borrower for the purchase of business assets. The asset finance loan will be repaid by the Borrower under the applicable conditional asset sale or lease agreement to Funding Circle Asset, which will act as asset financier for the assets. The Borrower is required to pay the asset procurement charge and finance arrangement charge for Funding Circle Asset. To manage any repayments set out at clause 12 (Enforcement of Security), Funding Circle Asset will hold and manage any sums realised from the sale of the assets. If the asset sale proceeds are not sufficient to discharge all of the Borrower's obligations, each Investor will only be entitled to receive its respective proportionate share from the proceeds. Funding Circle Asset is entitled to be paid for its costs from the asset sale proceeds. If these costs cannot be recovered from the Borrower, each Investor must pay Funding Circle Asset's costs on a proportionate basis.
12.1. Any Security granted at the time of origination of a Loan will operate to secure the obligations of the Borrower and a Guarantor under that secured Loan. Any Security granted at any time after origination may operate to secure all monies due from a Borrower and a Guarantor under all Loans made to that Borrower.
12.2. If the Security becomes enforceable, the Security Holder will act in the interests of all relevant Investors (unless otherwise required by law) and will be entitled to make distributions to Investors in accordance with the principles outlined in these Investor Terms and Conditions and the Loan Conditions. Neither we, nor the Security Holder, nor any person acting on our or its behalf will be liable for any loss suffered by any Investor unless the loss is caused by our or its own negligence.
12.3. After enforcement of the Security, any monies received or recovered by or on behalf of the Security Holder will be applied in the following order of priority:
12.4. The Security Holder is only required to make the payments referred to in clause 12.3(b) to us and this payment to us will constitute a complete discharge by the Security Holder of its obligations to make payment to the relevant Investors. Following receipt of this payment, we will make distributions to Investors.
12.5. Any monies received or recovered in respect of Security will be applied in discharging the obligations of the Borrower and Guarantor under the secured Loan expressed to have the benefit of such Security. If there is more than one such secured Loan with the benefit of such Security, such monies will be applied proportionately by reference to the principal amounts owing to the relevant Investors under the secured Loans, and once all principal amounts are repaid, if further monies are received or recovered, these will be applied proportionately by reference to the Accrued Interest owing to the relevant Investors.
12.6. Any monies received or recovered in respect of any unsecured Loans to the same Borrower will be applied proportionately by reference to the principal amounts owing to the relevant Investors under the unsecured Loans, and once all principal amounts are repaid, if further monies are received or recovered, these will be applied proportionately by reference to the Accrued Interest owing to the relevant Investors.
12.7. The fees and charges outlined the Loan Conditions may be paid into a separate bank account in the name of Funding Circle. The monies in this bank account are for the benefit of Funding Circle and are separate to any payments made under the Loan before the occurrence of an Event of Default, and any recovery payments made following the occurrence of an Event of Default.
12.8. We or the Security Holder may, at any time and without notice, grant such consents to the Borrower to enter into further Loan Contracts or do such other things as we deem necessary.
12.9. You authorise us and the Security Holder to take such action as necessary (including the granting of consent for the creation of Security or additional Security by the Borrower or any other person) and you acknowledge that its priority of payment and recovery in an enforcement scenario may be affected as a result.
12.10. The enforceability of Security is subject to normal legal risks, challenges and limitations, and that available proceeds post-enforcement may not be sufficient to discharge all of the obligations owed by the Borrower and any Guarantor at that time to each Investor. In addition, it is possible that there may be other creditors of the Borrower and Guarantor that have claims that may be recovered in priority to those of the Security Holder and the Investors.
12.11. In the event that the Security Holder's costs and expenses are not paid out of proceeds recovered from the Borrower and any Guarantor, you agree that you will pay all the costs and expenses reasonably incurred by the Security Holder in proportion to the amount of your Loan Part as a percentage of all outstanding Loans secured by the same Security. You will only be responsible for payment of such costs out of the proceeds of any recovery from the relevant Borrower and Guarantor.
13.1. If a Borrower misses a payment due under a Loan Contract, we will take certain administrative steps to pursue the missed payments. This may include engaging with the Borrower, seeking more information from them, and attempting to recover the outstanding sums due from them. In each case we will take the recovery action that we consider to be in the best interests of the affected Investors as a whole. We may recover our reasonable costs as a priority from any amounts recovered as outlined in the Loan Conditions.
13.2. If we are unable to recover the amounts outstanding under a Loan, we may also appoint a Collections Agent who will seek to collect and recover any outstanding sums due under the Loan on your and other Investors' behalf. A Collections Agent may charge a Collections Fee, which is payable by the Borrower, and this will be added to the overall amount that the Collections Agent is seeking to collect and recover from the Borrower. The Collections Fee will be paid in priority to any distributions to Investors.
13.3. If a Borrower fails to make a payment due under a Loan Contract or is otherwise in breach of any term of the Loan Contract, we may demand repayment of, and engage field agents to attempt to collect, the total late amount and applicable fees. We may deduct up to 40% of the amount recovered from the Borrower to cover any costs and fees (such as field agents and legal advisers) incurred in recovering the total late amount. Any remaining proceeds will be distributed to each relevant Investor in proportion to the amount of each Investor's Loan Part as a percentage of the Total Amount Payable.
13.4. If an Event of Default occurs, repayment of the Total Amount Payable and all fees and costs under the Loan Conditions will be demanded, and the Loan will be assigned to Funding Circle Trustee or Funding Circle Property (as applicable) to hold the debt and any proceeds thereof as legal owner on trust for the relevant Investors. By agreeing to these Investor Terms and Conditions, you agree to such assignment and irrevocably and unconditionally by way of security appoint us as your attorney to execute any assignment document to give effect to such an assignment after an Event of Default has occurred.
13.5. If an Event of Default occurs, we may demand full repayment of the Total Amount Payable and all applicable fees and costs under the Loan Conditions from the Borrower and the Guarantor and will repay to each Investor that Investor's proportionate share of any funds successfully recovered, subject to clause 12.3, clause 12.7 and the terms of the Loan Conditions.
13.6. We, the Security Agent or the Security Holder may take such steps as we consider necessary or desirable in our absolute discretion to collect the outstanding debt including, without limitation, pursuing Guarantors, enforcing Security, assigning the debt to a debt purchaser, and commencing formal legal action or insolvency processes through the courts. If further action is necessary, a Collections Charge and third party legal and other costs may apply (as outlined in the Loan Conditions), and the Borrower and Guarantor will be liable to pay all such applicable costs. For more information on the Collections Charge, see: here. The Collections Charge will be deducted from any recovery payments and will be capped at 20% from any recovery payments received.
13.7. We, the Security Agent or the Security Holder will act in a fair and equitable manner to achieve maximum recovery for all affected Investors (and this may include agreeing new payment terms or selling the debt to a third party).
13.8. We, the Security Agent or the Security Holder may decide (in our absolute discretion) not to pursue the Borrower or the Guarantor for non-payment or after an Event of Default has occurred on grounds of compassionate reasons, customer vulnerability, or if we consider it to in the best commercial interests of all Investors to do so.
13.9. Only we, the Security Agent, the Security Holder or the Collections Agent can engage with the Borrower and any Guarantor to take steps to pursue the missed payments and recover outstanding sums on behalf of all Investors. You are not permitted to undertake any individual action or engage with the Borrower or the Guarantor unless we agree otherwise.
13.10. We will keep you updated with the progress of efforts to collect missed payments and recover outstanding sums on defaulted Loans. You can view this status information in your Investor Account.
14.1. We will treat all money received from you, or held on your behalf, as Client Money in accordance with the FCA's Client Money Rules.
14.2. You are notified that, in accordance with Rule 7.10.7B of the Client Money Rules, we have elected to hold all funds held in relation to Investors under non-regulated peer-to-peer agreements in accordance with the Client Money Rules with effect from 22 April 2016.
14.3. Client Money will be held in Funding Circle Client Bank Accounts or in FCA-approved client money market investment accounts for the benefit of all Investors. You agree to the holding of your Client Money in this way.
14.4. No interest or income derived from the holding of Client Money in Funding Circle Client Bank Accounts or FCA-approved client money market investment accounts will be paid to youin respect of any funds that are held for you.
14.5. If we were to cease trading, the funds held as Client Money would not be treated as our assets. Your funds would be classified as being held under a statutory trust and we would always seek to comply with all relevant obligations placed on us as a trustee.
14.6. Client Money may be placed in client transaction accounts with solicitors to complete certain finance transactions. Such funds will be held by the relevant solicitors under the Solicitors Regulation Authority client money rules.
14.7. Lending through Funding Circle and the Funding Circle Platform is not covered under 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 us on your behalf if the bank or credit institution that is holding the money becomes insolvent. Further information is available at http://www.fscs.org.uk.
15.1. We will not charge you any fee for creating an Investor Account or lending through the Funding Circle Platform.
15.2. We may charge a Servicing Fee which will be included in the interest rate charged on each Loan. If applicable, it will be included in the Fixed Interest Rate stated in the Key Contract Terms and be deducted by us from monthly payments made by the Borrower and retained by us in accordance with the Loan Conditions. Investors are not entitled to the Servicing Fee.
15.3. The Servicing Fee is charged to cover our role in undertaking the following Loan servicing activities:
15.4. If a back-up servicer is appointed in accordance with clause 22 (Back-up Servicer), our back-up servicer would continue to collect the Servicing Fee. It may also charge a Special Situation Fee that will be calculated as a percentage of the outstanding principal and will be included in the interest rate of the Loan. The Special Situation Fee (if applicable) will be deducted by the back-up servicer from monthly payments made by the Borrower under the Loan Contract and retained by it for its own account. If applicable, the relevant fees collected by the back-up servicer will not exceed 2% of the principal of each Loan Part or Loan outstanding.
15.5. If we incur any fees or charges, such as disputed transaction fees, bank fees or payment processing charges in our provision of Intermediary Services to you or otherwise, we will make you aware of these and you will reimburse us for all such costs we incur. To facilitate the reimbursement, you authorise us to access and withdraw funds from your Investor Account, or collect the fee or charges from any payments due to you. We also reserve the right to request payment directly from you in relation to such incurred fees or charges.
15.6. We reserve the right to change or waive any applicable fees from time to time.
16.1. We may make changes to these Investor Terms and Conditions from time to time without your consent for any of the following reasons:
16.2. We will always try to give you at least one month's notice of an amendment to these Investor Terms and Conditions by notifying you of the proposed change through the Website or sending an email to your registered email address. However, this may not always be possible and we may make changes on shorter notice periods.
16.3. Subject to clause 17.2, if you do not agree with any changes that we make to these Investor Terms and Conditions you are able to close your Investor Account at any time by contacting us by email (contactus@fundingcircle.com) or by telephone (020 7401 9111). By continuing to access and use the Funding Circle Platform after any changes to these Investor Terms and Conditions, you accept and agree to be bound by the updated Investor Terms and Conditions.
17.1. If you no longer wish to be an Investor then, provided you have:
you can notify us at any time and we will close your Investor Account.
17.2. If you wish to close your Investor Account but the following circumstances apply:
17.3. We may give you notice that we intend to close your Investor Account at any time if:
17.4. If we give you notice under clause 17.3, you authorise us to transfer your eligible Loan Parts to other Investors by selling them as described in clause 10 (Withdrawing funds and transferring Loan Parts).
18.1. You will be liable to us for any foreseeable loss or damage suffered by us as a result of:
18.2. You will be liable to us as contemplated by clause 12.11.
18.3. You will not be liable to us for any loss or damage which is not foreseeable.
19.1. Subject to clause 19.2, we will be liable to you for any foreseeable loss or damage suffered by you as a result of:
19.2. We, the Security Holder and any Funding Circle Company will not be liable to you for loss or damage (whether or not this is foreseeable) arising from any action taken (or not taken) in relation to maximising collections and recoveries, or from circumstances that are beyond our reasonable control.
19.3. Nothing in these Investor Terms and Conditions will exclude or limit our liability for death or personal injury caused by our negligence or fraud, or for any other liability that cannot lawfully be excluded or limited under applicable laws and regulation.
We will ensure that any potential conflicts of interest that might arise between a Borrower and an Investor, or different Investors, are identified and managed effectively in accordance with our conflicts of interest policies. More information can be found on this in the FAQs and on the Website.
21.1. We always try to offer the best service possible. However, if you are unhappy with any service or product offered by us or any Funding Circle Company, please contact us by email (contactus@fundingcircle.com) or by telephone (020 7401 9111).
21.2. We will endeavour to resolve your complaint as quickly and as fairly as possible.
21.3. More information on how to complain and how complaints are dealt with by us can be found on the Website and in the User Guide.
22.1. If the Funding Circle Platform fails or we become insolvent, we will transfer our loan servicing obligations to any third party back-up servicer with whom we have in place a back-up servicing arrangement. For more information on what would happen if Funding Circle goes out of business, see: here.
22.2. Our current back-up servicer is: Equiniti Gateway Limited T/A Equiniti Credit Services, a company registered in England and Wales (company no. 06729467) and having its registered office at Elder House, St Georges Business Park, Brooklands, Road, Weybridge, Surrey KT13 0TS.
22.3. If the back-up servicer is engaged:
22.4. We can change our back-up servicer or the specific details of the arrangement we have with them at any time without giving you notice. We may also engage the back-up servicer before the onset of insolvency or for any other reason if we believe that this action is in the best interests of our customers.
23.1. If any provision of these Investor Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, this will not affect the validity and enforceability of the remaining provisions.
23.2. The Funding Circle Platform is an online service and all documents or notices that we wish to send you may be delivered to you through the Website to your Investor Account. You may also receive by email a prompt from time to time for you to log into your Investor Account. We may also send you letters to the address you have registered with us or in any other manner we consider appropriate.
23.3. Our rights under these Investor Terms and Conditions may be exercised as often as necessary, are cumulative and not exclusive of any rights or remedies provided by law. Delay in the exercise of any right granted to us in these Investor Terms and Conditions is not a waiver of that right.
23.4. We and the Security Holder may assign or transfer all or part of our respective rights and obligations under these Investor Terms and Conditions to any person we reasonably consider capable of performing them. We may also exercise any of our rights through any Funding Circle Company or a service provider we engage. You cannot assign or transfer your rights and obligations under these Investor Terms and Conditions.
23.5. The Security Holder and any back-up servicer may enforce all rights available to it under the Contracts (Rights of Third Parties) Act 1999.
23.6. These Investor Terms and Conditions are governed by and construed in accordance with English law. If any dispute (whether contractual or non-contractual) arises out of, or in connection with, these Investor Terms and Conditions, we and the Investor submit to the non-exclusive jurisdiction of the English courts.
24.1 The Funding Circle ISA is an IFISA. We do not offer any other type of ISA.
24.2 You may be eligible to hold some or all of the investments you make through the Funding Circle Platform in a Funding Circle ISA.
24.3 If you are eligible and you open a Funding Circle ISA, Parts A and B of these Investor Terms and Conditions will apply to your Funding Circle ISA. Part A of these Investor Terms and Conditions will apply to your Classic Account. In relation to your Funding Circle ISA, in the event of any conflict between terms in Parts A and B, the terms in Part B will prevail.
24.4 Even if you are eligible to open a Funding Circle ISA we have absolute discretion to accept or reject your application to open a Funding Circle ISA.
25.1 You appoint us to act as the ISA Manager of your Funding Circle ISA. We will operate your Funding Circle ISA in accordance with the Funding Circle ISA Terms and Conditions, the ISA Regulations and all other applicable laws and regulations to which we are subject.
25.2 We are not authorised to provide investment management services, give advice or make recommendations to you and you acknowledge that you are solely responsible for any investments held within your Funding Circle ISA. You may wish to seek independent financial advice before opening a Funding Circle ISA.
25.3 You authorise us to provide HMRC with all relevant information about you, your Funding Circle ISA and the investments held in your Funding Circle ISA.
25.4 We may delegate any of our administrative functions or responsibilities to another person. If we delegate, we will satisfy ourselves that the person to whom we have delegated is competent to carry out those functions and responsibilities. We shall remain responsible for the operation of your Funding Circle ISA.
25.5 We will tell you if, by reason of any failure to satisfy the provisions of the ISA Regulations, we become aware that your Funding Circle ISA has, or will, become void.
26.1 To be eligible to open and maintain a Funding Circle ISA, in addition to satisfying the relevant applicable Investor Eligibility Criteria in clause 6 (Investor Eligibility Criteria), you must:
26.2 You cannot:
26.3 You must notify us immediately if you are no longer eligible for a Funding Circle ISA. This would be the case if, for example, you are no longer a permanent resident of the United Kingdom.
26.4 If, after opening a Funding Circle ISA, you become ineligible to hold a Funding Circle ISA then we may transfer any cash and non-cash investments from your Funding Circle ISA into a Classic Account (or if you do not hold a Classic Account we will open one for you for this purpose) and it will not qualify for a tax exemption.
26.5 If you breach any of the terms contained in Part B, we may close your Funding Circle ISA in accordance with the process set out in clause 17 (Ceasing to be an Investor with Funding Circle and termination) and clause 35 (Closure).
27.1 To apply for a Funding Circle ISA you must:
27.2 We have the right to refuse your Funding Circle ISA application and/or subscription monies for any reason, at our discretion.
27.3 Your Funding Circle ISA will begin:
27.4 We will automatically open a Funding Circle ISA for you in the next tax year provided you make a subscription to your Funding Circle ISA in the current tax year. If you do not make a subscription in the next tax year you may be required to complete a further application form, and satisfy all other application requirements and account-opening processes.
28.1 In any tax year your contributions into any ISA must not exceed the maximum aggregate Subscription Limit set out in the ISA Regulations for that tax year. You can monitor your subscription level in your Funding Circle ISA.
28.2 You can make payments into different types of ISA in each tax year in any combination that you choose, but you may not subscribe:
28.3 If you subscribe for more than one IFISA in the same tax year (whether a Funding Circle ISA or not), or you subscribe in excess of the Subscription Limit, then you agree that we may (including upon instruction from HMRC):
Clause 15 (Fees and charges) applies to investments in, and lending through, your Funding Circle ISA.
You agree to ensure that the investments held within your Funding Circle ISA will be, and will remain, in your beneficial ownership at all times.
31.1 You may make withdrawals from your Funding Circle ISA in accordance with clause 10 (Withdrawing funds and transferring Loan Parts) at any time.
31.2 Your Funding Circle ISA is flexible. This means that if you withdraw money from your Funding Circle ISA, any subsequent subscriptions made in the same tax year that would otherwise count towards your Subscription Limit will only do so to the extent that previously withdrawn amounts have been fully replaced. If you do not repay withdrawn money into your Funding Circle ISA within the same tax year then any subsequent repayment in a later tax year would count towards your Subscription Limit in the manner described in clause 28 (Subscriptions and Subscription Limits) in the tax year in which it is made.
31.3 You may request that your Funding Circle ISA be transferred to another ISA Manager who is willing to accept it without the loss of the tax exemption under the ISA Regulations. Subject to clause 31.5, you can transfer:
31.4 You can ask us to complete the transfer by a certain date. The transfer will be made by that date, subject to allowing us a reasonable time period (not exceeding 30 days) for us to carry out your request. At the date we execute the transfer we will transfer all available cash to your new ISA Manager.
31.5 In respect of transfers, you acknowledge and agree that:
31.6 Accordingly, before asking us to make a transfer you may wish to consider liquidating all of your investments in accordance with clause 10 (Withdrawing funds and transferring Loan Parts) and holding those cash proceeds in your Funding Circle ISA to avoid any unintended tax consequences.
32.1 We may accept transfers into your Funding Circle ISA from another ISA Manager at our discretion.
32.2 If applicable, your request to transfer funds into your Funding Circle ISA must be made in the form available on, and in the manner described on, the Website.
33.1 If you die, we will close your Funding Circle ISA and the tax benefits will cease on your death. Any interest received after your death will be paid into a Classic Account and will not be exempt from income or other taxes from the date of your death.
33.2 Your personal representatives must provide us with proof of your death and of their appointment, after which we will act in accordance with their instructions.
33.3 In the circumstances set out in the ISA Regulations, your surviving spouse or civil partner may be entitled to an additional ISA allowance equal to the value of your Funding Circle ISA as at the date of your death.
34.1 Subject to clauses 34.2 and 34.3, you may cancel your Funding Circle ISA within 14 days of it beginning. Your Funding Circle ISA will begin in accordance with clause 27.3.
34.2 If, after opening your Funding Circle ISA and during the 14 day cancellation period, you add funds to your Funding Circle ISA and either:
and you wish to cancel your Funding Circle ISA, we will transfer all cash and non-cash investments in your Funding Circle ISA into a Classic Account (and if you do not hold a Classic Account we will open one for you for this purpose). We will then cancel your Funding Circle ISA and you will lose any tax exemption under the ISA Regulations in respect of it. Part A will govern your Classic Account. You can withdraw funds from your Classic Account in accordance with clause 10 (Withdrawing and transferring Loan Parts).
34.3 If you have not, during the 14 day cancellation period, entered into a Loan Contract or committed to lend money to a Borrower and you notify us that you wish to cancel your Funding Circle ISA:
34.4 Cancellation of your Funding Circle ISA will apply only to your Funding Circle ISA account and not to any Classic Account you may also have.
34.5 If you wish to close your Funding Circle ISA at any time after the cancellation period, you must do so in accordance with clause 35 (Closure) below.
35.1 There is no fixed term for your Funding Circle ISA and you may close it at any time after the 14 day cancellation period for any reason by email (contactus@fundingcircle.com) or by telephone (020 7401 9111).
35.2 On receiving a notice from you that you wish to close your Funding Circle ISA or if we close your Funding Circle ISA in accordance with clause 35.4 below, we will transfer all cash and non-cash investments to a Classic Account (and if you do not hold a Classic Account we will open one for you for this purpose). If this happens, you will no longer qualify for a tax exemption under the ISA Regulations. Your Classic Account will remain subject to Part A and you can withdraw funds from your Classic Account in accordance with clause 10 (Withdrawing and transferring Loan Parts).
35.3 If you wish to close your Funding Circle ISA and no longer wish to have any Investor Account, you can decide to stop being an Investor in accordance with the provisions of clause 17 (Ceasing to be an Investor with Funding Circle and termination).
35.4 In addition to the circumstances listed in clause 17.4, we shall be entitled to close your Funding Circle ISA immediately if any of the following circumstances arise:
35.5 We shall be entitled to close your Funding Circle ISA on giving you 30 days’ written notice if:
in which circumstances you shall be permitted to transfer your Funding Circle ISA to an alternative ISA Manager in accordance with clause 31 (Withdrawals and transfers out) above.
35.6 If you do not transfer your Funding Circle ISA to an alternative ISA Manager during the 30 day written notice period we provide to you, we will transfer all cash and non-cash investments held in your Funding Circle ISA to a Classic Account (and if you do not hold a Classic Account we will open one for you for this purpose). If this happens, you will no longer qualify for a tax exemption under the ISA Regulations. Your Classic Account will remain subject to Part A.
Capitalised terms used in these Investor Terms and Conditions have the following meanings:
