IT IS IMPORTANT THAT YOU READ THESE TERMS CAREFULLY AND UNDERSTAND THE FOLLOWING RISK WARNING:
- RISK WARNING
- We are not authorised or regulated by the Financial Conduct Authority and you are not given any of the protections when using any Collateral platform or service which arise when a platform or provider is authorised or regulated.
- Our activities are not covered by the Financial Services Compensation Scheme (FSCS). Consequently your capital may be at risk if a Borrower fails to repay a loan that you have entered into or had assigned to you.
- In particular you should note that if Collateral was to become insolvent then any money held by it would not be held in accordance with the FCA’s client money rules, which require in particular that client money is held separately from a firm’s own money, and it is likely you would rank as an ordinary unsecured creditor. Ordinary unsecured creditors rarely make any recovery on insolvency.
- You should seek independent financial and tax advice when considering whether to lend your funds through Collateral.
- We do not provide any investment advice, nor do we make any recommendations to you as to the making of any Loan.
- When considering the use of our service, you should carefully consider if your investment exposes you to acceptable levels of risk and, in the event of your investment not being successful, whether you can bear the risk of loss considering all your other financial commitments.
- We will enter into a Loan as your agent, but you must note that key actions in respect of the Loan are reserved to you and we will only act on your instructions in respect of the Loan.
- If you decide to become a member of www.collateraluk.com (the “Platform”), you, and we, must comply with these terms and conditions.
2.1. This agreement outlines the terms and conditions (“Terms”) between you (“Investor”, “Lender”) and Collateral, a trading name of Collateral (UK) Limited (“Company”, “Collateral”, “we”, “us”, “the Platform”) and forms the basis of your relationship with the Company and any holding company or subsidiary of Collateral (“Collateral Group Company”) and the terms on which you lend. References to Collateral or the Company in these Terms are references to each Collateral Group Company, save where the context otherwise admits. Please read these terms and conditions carefully before agreeing to the contents and print and retain a copy for your future reference.
2.2. Collateral (UK) Limited is a company incorporated in England and Wales with company number 09314729 whose registered office is at 12th Floor, Blue Tower, Media City UK, Manchester, M50 2ST. Collateral acts as agent on behalf of the Lenders in relation to each Loan and Loan Agreement. Collateral provides the Platform to introduce Lenders to lend against the assets of Borrowers via www.collateraluk.com.
2.3. Collateral Security Trustee Limited is a company incorporated in England and Wales with company number 10390795 whose registered office is at 12th Floor, Blue Tower, Media City UK, Manchester, M50 2ST (“Collateral Security Trustee”). Collateral Security Trustee acts as security trustee on behalf of Lenders in relation to any Security held in respect of each Loan and will also enforce any security on behalf of Lenders under instruction from the Lenders or Collateral Agent (where Collateral Agent has been so instructed by Lenders).
2.4 Collateral Agent Limited is a company incorporated in England and Wales with company number 10390316 whose registered office is at 12th Floor, Blue Tower, Media City UK, Manchester, M50 2ST (“Collateral Agent”). Collateral Agent acts as agent on behalf of Lenders in relation to Loans.
2.5 By using the systems and the services provided via the Platform, you confirm that you have read, understood and agree to these Terms. If you are using our systems and the services provided via the Platform, agreeing to these Terms or entering into a Loan Agreement on behalf of a Corporate Entity, you warrant that you are duly authorised to act on the Corporate Entity’s behalf. If you do not agree to the Terms you must stop using the Platform immediately.
2.6 Your agreement to these Terms shall be indicated by way of acceptance via our online application system.
2.7 Where the Company has published a document which is referred to within these Terms (such as a policy statement), the content of the document shall be deemed as being accepted by you. In the instance of any inconsistencies or contradictions between these Terms and a document referenced within, the meaning taken from the Terms shall prevail.
The following definitions should be read carefully as they provide important explanation and guidance on interpretation of the language used in this agreement.
“Borrower” refers to a legal entity that has registered with, and has been approved by Collateral’s Credit Committee as a borrower.
“Borrower Requirement” means the terms of borrowing required by a Borrower.
“Business Day” means a day (other than a Saturday or Sunday or Public Holiday) when banks in England and Wales are open for business.
“Client” refers to an individual or legal entity that has registered and has been approved by the Company as a Lender.
“Client Money Account” refers to a bank account where monies belonging to or attributable to Clients are held.
“Collateral Lender Account” means the account allocated to you by Collateral for the purpose of depositing funds for a Loan when you transfer funds to the Client Money Account.
“Collateral Member” means an individual who has completed the registration process to use the Lending Platform and has been issued with his or her own reference number.
“Collateral Policy” means Collateral Policies, which you agreed when registering to use the Platform, as amended from time to time.
“Corporate Entity” means a limited company or limited liability partnership.
“Credit Committee” refers to the Company’s committee who evaluate all potential Borrowers and Borrower Requirements in advance of them being approved and prior to any Lender making a Loan to a Borrower.
“Default” means the failure of the Borrower to make repayments when due and payable in relation to a Loan.
“Existing Lender” means a Lender that has made or purchased part of an existing Loan.
“Finance Documents” means any Loan Agreement, Loan facility, draw down request, or Security document entered into by a Borrower, whether directly or through Collateral Agent as agent for the Lender.
“Information” refers to any of the information that can be viewed or downloaded from the Website (including the Platform) and includes, but is not limited to, data, pricing information, terms, images, reports, policies and software. It also includes any copyright, Intellectual Property Rights or other commercially valuable property of the Company.
“Information Technology” means all computer hardware (including network and telecommunications equipment), databases, and all computer software (including the Platform or any software required for the Platform) owned, used, or leased by the Company.
“Intellectual Property Rights” means all patents, rights to inventions, copyrights and related rights, trademarks, business names and domain names, rights in get up, goodwill and right to sue for passing off, database rights, right to use, and protect the confidentiality of, confidential information, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to be applied for and be granted, renewals or extensions of, and rights to claim property, such rights and all similar or equivalent rights or forms of protections which subsist or will subsist now or in the future in any part of the world.
“Interest Rate” refers to a fixed rate of interest to be paid by a Borrower on the outstanding principal of a Loan. The Interest Rate is commonly quoted as an annual percentage rate (“APR”).
“Invest”, “investment” and “lend” means the act of lending via the Platform.
“Investor” means a person registered on the Platform for the purpose of making Loans.
“Lender” means a person who makes a Loan or has a Loan assigned to them in whole or part.
“Lender Resolution” means, in respect of a particular Borrower, a decision in favour of a particular course of action by not less than 75 per cent in value of the Loans made to that Borrower.
“Lending Commitment” means any commitment or offer by you to make or acquire a Loan.
“Lending Opportunity” refers to any Borrower Requirement or Loan Commitment available via the Platform which a potential Investor may choose to accept and enter into a Lending Commitment (also referred to as an “Investment”).
“Loan” means a loan made to a Borrower under a Loan Agreement via the Platform.
“Loan Agreement” means an agreement through which a Lender agrees to make a Loan to a Borrower.
“Loan Assignment” means the process of assigning or re-assigning (as applicable) the total or partial benefit of a Loan to an Investor, where the total or partial benefit being assigned/re-assigned shall be equivalent to the amount of capital that Investor has committed to lend to a Borrower, in accordance with a Lending Commitment.
“Nominated Account” means the bank account you, a UK resident, hold with a UK bank, from which you make payments to Collateral and to which Collateral will make payments due to you.
“Passcodes” means your unique email address, password, answers to security questions and a memorable word which you specify when you register with Collateral to use the Platform.
“Platform” means the internet marketplace that Collateral operates at www.Collateraluk.com for the purpose of Loans being made or assigned.
“Property Receiver” means a Law of Property Act 1925 receiver appointed under a legal charge to take control of and to sell any property used as Security in the event of Default.
“Repayment” means each repayment due and payable by the Borrower under a Loan Agreement.
“Security” means any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest which a Borrower provides in order to secure a Loan.
“Security Trustee” means Collateral Security Trustee, or any other Collateral Group Company as authorised from time to time, which is the entity that holds Securities on trust for Lenders.
“Service Providers” refers to third party suppliers who provide either a service or product to the Company, which is used by us to provide the products and Services that we offer. Service providers include credit reference agencies, online identification verification software, banking applications and the technology that supports the Website and Platform.
“Services” means the provision of the platform, acting as your agent for any Loan (through Collateral Agent) and acting as Security Trustee.
“Terms” refers to the terms and conditions that are set out in this document together with any other policies referred to herein and the Website.
“Website” refers to the Company’s main website which can be found at: www.collateraluk.com
In these Terms the following rules of interpretation shall apply:
4.1. Clause and paragraph headings shall not affect the interpretation of this agreement;
4.2. A reference to a person shall include a reference to an individual, firm, company, corporation, partnership, unincorporated body of persons, government, state or agency of a state or any association, trust, joint venture or consortium (whether or not having separate legal personality) and that person’s personal representatives, successors, permitted assigns and permitted transferees;
4.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
4.4. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- LEGAL & REGULATORY
5.1. Collateral is a trading name of Collateral (UK) Limited. Registered office is 12th Floor, Blue Tower, Media City UK, Manchester, M50 2ST. Company registration number 09314729.
5.2. Loans are not covered by the Financial Services Compensation Scheme.
5.3. The Company is registered with the Office of the Information Commissioner Registration number ZA167996.
- BASIS OF AGREEMENT
6.1. These Terms constitute the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in this Agreement.
6.2. These Terms apply to any Services we provide to you, to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, save where any such terms are agreed by the parties in writing.
- INVESTOR REPRESENTATIONS & WARRANTIES
7.1. Representations and warranties are statements and promises made by you to Collateral, the accuracy of which we rely on in our dealings with you. You make the following representations and warranties to us at the time of entering into this agreement and every time you use the Platform or Services offered by the Company or upon entering into a Loan:
- a) You are over the age of 18 years;
- b) You have the capacity to enter into this legal agreement;
- c) You confirm that all personal information that you provide about yourself is true and accurate in all respects and you will update us if any of the information you provide to us changes;
- d) You have carefully considered the risks involved with using our Platform and also the risks associated with making or buying Loans, including but not limited to the possibility of losing the money you invest;
- e) You will only ever invest your own funds through our Platform unless you are authorised to deposit any funds on behalf of a third party (“Third Party”), and only with the express consent of the Company to do so. The Company may request that you provide written authorisation from the Third Party confirming you have the necessary authority to deposit and invest funds;
- f) If you are registering or accepting these Terms on behalf of a Corporate Entity or a Third Party, you are legally authorised to do so;
- g) By entering into this agreement, you are not breaking any laws or regulations that are applicable to you nor is any Corporate Entity or Third Party upon whose instructions you are acting;
- h) You are a resident in the United Kingdom or if not, making a lending commitment does not violate any laws or regulations applicable to you.
- RISK ACKNOWLEDGEMENT
8.1. You acknowledge and confirm that you have carefully considered the risks involved in lending your money through our Platform and that your participation in any Loan is entirely at your own risk.
8.2. You understand that you risk losing any funds which have been lent, in circumstances where a Borrower from whom you are owed funds defaults on its repayments. You acknowledge that Collateral has no obligation to make repayments to you on behalf of a Borrower and no Loan is guaranteed.
8.3. You understand that your capital is at risk and is not protected by the Financial Services Compensation Scheme (www.fscs.org.uk) and as such if a Borrower, to which you have lent money to, failed to make repayments there is a risk you could lose some or all of your money. It should also be noted that where the Security Trustee holds Security in your favour that it will only act to recover outstanding monies on your behalf or enforce any security where Lenders who have made Loans to a Borrower pass an Extraordinary Resolution instructing the Security Trustee to enforce any security. In any such instance, you are aware that the recovery process may result in some delays in returning any monies due to you and you may receive back less than the amount of any Loan or sums due to you under a Loan Agreement.
8.4. You acknowledge and confirm you have made your own independent decision to enter into a Loan and your decision is based on such information as you deem appropriate under the circumstances and is without reliance upon the Company. You further confirm that the Company has not offered nor have your received any investment advice from us relating to the suitability of any of the Lending Opportunities listed on its Website or Platform and therefore your participation in any lending activity through the Platform is done so entirely at your own risk. If you are in any doubt we strongly recommend that you seek independent advice from an authorised and approved financial advisor.
- PLATFORM ACCESS & USE
9.2. 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.
9.3. Secure access to the Platform is provided by way of your username and password. These login credentials are unique to you and are our primary method of securely identifying you when delivering our Services to you. It is therefore extremely important that you keep your username and password secure at all times and do not store them on a device or computer that would permit someone else to impersonate you.
9.4. If you suspect that your secure access to the Platform has been compromised in any way it is your responsibility to contact us.
9.5. We reserve the right to refuse to act on any instruction that we believe is unclear, not given by you, might cause us to breach a legal or other duty or if we think the Platform is being used for an illegal or immoral purpose.
9.6. You confirm that you will not provide your username and password to any third parties. If you do so then you shall be responsible for any actions performed on your account by the third party.
9.7. You confirm that you will only use our Platform for the purposes outlined in these Terms.
9.8. You will not attempt to gain unauthorised access to the secure areas of the Website or Platform and furthermore you will not attempt to use code or software to manipulate or automate functions available on our Website.
9.10. The Platform opening hours are decided by the Company and may be varied without notice.
9.11. We reserve the right not to act on your instructions under the following circumstances:
- a) in our reasonable opinion we deem that your instruction is not sufficiently clear to act upon;
- b) we cannot verify your identity to our reasonable satisfaction;
- c) the instruction has not been made by you; or
- d) we believe that the instruction may be related to an illegal or immoral activity.
9.12. You are responsible for any telecommunication costs, broadband fees or data charges that you incur through your access of the Platform.
9.13. Your Collateral Lender Account will show:
- a) the amount of credit in your Collateral Lender Account and the amount you have Invested; and
- b) details, including visual images, of any assets Borrowers have pledged as Security for Loans, redacted valuation reports and a short description of Borrower Requirements.
9.14. From time to time we may make incidental charges for items such as small withdrawals (usually sub-£100) from your Account where any cost to us is disproportionate to the action requested. These charges will be set out in our frequently asked questions or similarly displayed on the Website.
10.1. Collateral’s principal obligation is to:
- a) perform an administrative role in matching Borrowers and Lenders;
- b) provide a streamlined process for entering into Loans;
- c) facilitate the payment and collection of sums due under or in connection with those Loans;
- d) to enter into Loans on behalf of Lenders; and
- e) take certain actions on behalf of Lenders upon the Default of a Borrower, or where a Borrower is likely to become insolvent as set out in these Terms and on the instruction of Lenders through a Lender Resolution.
10.2. You hereby irrevocably appoint the Company and each Collateral Group Company as your agent to perform the following duties for as long as this agreement remains in force and you are not in breach of it:
- a) To communicate your Lending Commitments to any Borrowers.
- b) To enter into Loans on your behalf once your Lending Commitment has been accepted by a Borrower.
- c) To procure the assignment or re-assignment (as applicable) of the partial benefit of any Loan to you.
- d) To enter into negotiations and make agreements on your behalf relating to the individual terms of any Loan that you make, are assigned or re-assigned (as applicable) provided that you do not receive less interest or enter into a longer term that was agreed at the time you made a Lending Commitment.
- e) To manage the recovery process where any Borrower has failed to make payments to you under any Loan Agreement or where a Default has occurred and you have directed in writing that a Loan should be enforced or a Lender Resolution has been passed.
- f) You agree that any Security provided by a Borrower to whom you lend to shall be held by the Security Trustee which shall enforce any Security on your behalf where a Lender Resolution is passed.
- g) You agree that the Company (or any member of Collateral which the Company shall be entitled to nominate at its sole discretion) shall only be required to enforce or procure the enforcement of a Loan where you have determined and informed the relevant Collateral Group Company that the Loan should be enforced following a Default and that any Security will only be enforced by the Security Trustee where a Lender Resolution has been passed.
10.3. Before you can make a Lending Commitment you must have cleared funds in the Client Money Account. You can send funds to the Client Money Account by bank transfer only. All funds must be sent from your Nominated Account. Once the funds have cleared, you will see the balance available in your secure area on the Platform. It is important that you quote your Collateral Lender Account number in the narrative box when you transfer money to the Client Money Account.
10.4. In order to lend money using the Platform you must make a Lending Commitment which is the way you communicate to us your decision to lend money for up to a predetermined amount of time. You can make as many Lending Commitments as you like subject to you having sufficient cleared funds in the Client Money Account to satisfy all Lending Commitments made.
10.5. Collateral does not match Lenders and Borrowers on a discretionary basis.
10.6. Lending Commitments are irrevocable and may not be withdrawn once submitted to the Platform.
10.7. On entering into a Lending Commitment, the Interest Rate which you accepted as a term of the Lending Opportunity shall be stated and the Interest Rate shall remain in place for the agreed term of the Loan.
10.8. If you purchase a Loan from another Lender (“Existing Lender”), you agree to the provisions set out in clause 11 (selling your Loan(s)). Funds to satisfy the value of the Loan purchased will be transferred from your Collateral Lender Account to the account of the Existing Lender. Information on the transfer of loan parts is set out in clause 11.
10.9. Each time you purchase or sell a loan part, the Loan Agreement will detail the terms of the Loan.
10.10. In all Loan Agreements we will quote a Lender’s address as being “c/o Collateral (acting as agent on behalf of the Lenders)” and state Collateral’s postal address. Each Lender agrees that all notices and communications given to it by a Borrower may be sent to Collateral acting as agent on its behalf.
10.11. Each Loan will be for the period specified in the Loan Agreement applying to it.
10.12. A Loan Agreement may be renewed at the end of the term by agreement in writing between Collateral and the Borrower where you have given specific consent in writing to the extension of the Loan Agreement term. We will ask you four weeks before the end of the term of the Loan Agreement what you want to do in respect of your Loan.
10.13. A Loan Agreement is between the Lender and the Borrower. Collateral and/or the Security Trustee have no liability in relation to the Loan Agreement, save to the extent that Collateral Agent acts as your agent in respect of the Loan Agreement.
10.14. All of your Lending Commitments are visible to you within the “My Account” section of our Platform.
10.15. You agree that all Loans that you enter into through the Platform can be repaid early without notice and the Borrower has the right to repay your capital and accrued interest into your Collateral Lender Account in its absolute discretion, without prior notification.
10.16. There are no fees payable to set up a Collateral Lending Account.
- SELLING YOUR LOAN(S)
11.1. If you want access to the money you have lent before the Borrower has repaid it, you can sell your Loan to other Lenders on the Website, by selling your Loans individually.
11.2. You can select the Loan or Loans that you want to sell in your private section of the Platform, and these Loans will be listed on the Platform for sale until you remove them or this agreement is terminated in accordance with clause 14. You will continue to be the Lender for the Loan until it is sold.
11.3. On the effective date of the transfer of the Loan, you and the Borrower shall be released from further obligations to each other under the relevant Loan Agreement in respect of that Loan (“Discharged Obligations”) and shall be treated as if the Loan had been repaid by the Borrower in full.
12.1. You agree that the Security Trustee will act on your behalf as security trustee in respect of any Borrower’s liabilities to you under each Loan. All communications to a Borrower in connection with Security will be made through the Security Trustee or Collateral Agent.
12.2. Where we or the Security Trustee have been provided with information by a Borrower, we or the Security Trustee may provide to you as a Lender certain information about the assets of that Borrower and/or an asset register detailing such assets together with estimated 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, is not intended to be relied upon, and realisation on enforcement in connection with the sale of such asset or assets may be different to the value set out in the asset register. Collateral accepts no liability for any information provided in the assets register.
12.3. The Security Trustee will hold the assets charged under any security on trust for itself, Collateral, and for each of the Lenders to that Borrower in respect of any amounts due from the Borrower to each Lender.
12.4. The Security Trustee shall have certain powers and discretions conferred upon it and may also rely on any representation, notice or document believed by it to be genuine, correct and appropriately authorized and any statement made by any director, authorised signatory, employee of any Lender or Borrower regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
12.5. All costs incurred by Collateral, the Security Trustee and/or a property receiver will be deducted from any amounts recovered by the Security Trustee or a property receiver before the monies are paid to Lenders or, to the extent that the monies recovered from the enforcement of Security do not cover the costs incurred, recovered from the Borrower.
12.6. Where the Security Trustee holds Security in respect of a Loan or the liabilities of a particular Borrower, that Security will generally operate to secure all monies due from that Borrower to each Lender on the Platform from time to time.
12.7. If the Security Trustee is required by a Lender Resolution to enforce any security agreement, and any proceeds of recovery become available (after allowing for all of the Security Trustee, Collateral’s and/or a property receiver’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 Lenders on the Platform. If that is the case, then a Lender shall only be entitled to recover its 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 Trustee and Lenders, so the existence of Security should not be considered to be a guarantee of repayment in the event of Default.
12.8. You agree that the Security Trustee shall be entitled to be repaid and reimbursed out of the proceeds of any recovery and that you will pay all reasonable costs incurred by the Security Trustee and/or a property receiver in enforcing the Security or in complying with any instructions from you in connection with any security agreement. You will be responsible for payment of such costs to the extent that such costs cannot be recovered by the Security Trustee and/or its appointed property receiver from the relevant borrower.
12.9. You agree that the Security Trustee will in its sole discretion determine whether to pursue any recovery.
12.10. In the event of Default and enforceability, Collateral (acting as agent on behalf of each Lender) and the Security Trustee may enforce payment of the debt and enforce the Security against the Borrower where a Lender Resolution instructs Collateral and/or the Security Trustee so to do.
- INTEREST AND REPAYMENTS
13.1. The Loan Agreement governs the terms of repayment and payment of interest by the Borrower.
13.2. Borrowers are liable to repay Loans to each Lender and pay any interest on such Loans and Collateral and/or the Security Trustee has no liability in respect of the repayment of Loans and payment of any interest.
13.3. Borrowers may pay off their Loans in full or in part at any time during the term of the Loan Agreement.
13.4. Interest and charges will be calculated on a daily basis up to the date the Loan is repaid (which is the date by which all repayments due under the Loan Agreement will have been made to your Collateral Lender Account). Outstanding charges accrue daily in your Collateral Lender Account and the Interest is payable on the first day of each month in arrears.
13.5. All repayments and any interest received which are due to you will be paid into your Collateral Lender Account.
13.6. Notwithstanding any other clause in these terms you agree that, in certain circumstances, for example a change in the Borrower’s circumstances, and in its absolute discretion, Collateral (acting as agent on your behalf) may agree with the Borrower to restructure the Loan and amend the Loan Agreement and you will be bound by these amendments.
13.8. You hereby appoint Collateral (for the duration of your membership of the Platform) as agent on your behalf to enter into a Loan within the parameters of your Lending Commitment. You agree and acknowledge that Collateral shall take on no liabilities, obligations or rights under the Loan Agreement as a result of such agency, and you agree that you will continue to be solely liable and responsible for the rights and obligations under the Loan Agreement as amended. In particular you acknowledge that enforcement of any Loan or Security requires either your own individual action or a Lender Resolution.
13.9 We will seek to enforce a Loan if we are instructed to do so by you in writing. If we believe a Loan is in Default or is at material risk of becoming in Default we will notify you of that circumstance as soon as practicable.
13.10 If we believe that enforcement of any Security is required we will send notice of that to all Lenders to a particular Borrower as soon as practicable after we have formed the view that such enforcement is required. Once we have received notification in writing from Lenders to that Borrower amounting to a Lender Resolution Collateral Security Trustee will then seek to enforce the Security. Collateral Security will have no obligation to enforce any Loan or Security without written instruction from a Lender or a Lender Resolution.
- TERM AND TERMINATION
14.1. This agreement shall commence on the date you register your account on the Platform.
14.2. Once you have been approved as an Investor this agreement shall remain valid and binding for the duration of any Loan to which it relates or until this agreement is either superseded in accordance with clause 14.3 or until it is terminated in accordance with this clause 14.
14.3. This agreement may be superseded by any amended terms agreed by the parties to it.
14.4. We may end your membership of the Platform at any time and for any reason, including but not limited to if:
- a) you breach any of these Terms;
- b) you breach any Loan Agreement;
- c) we suspect that you have committed fraud, been involved in money laundering or other criminal activities;
- d) you suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply;
- e) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where you are a company) where these events take place for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction;
- f) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
- g) (being an individual) you are the subject of a bankruptcy petition or order;
- h) any event occurs, or proceeding is taken, in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 14.4(d) to clause 14.4.(j) (inclusive);
- i) your financial position deteriorates to such an extent that in Collateral’s opinion your capability to adequately fulfill your obligations under these Terms has been placed in jeopardy;
- j) (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation;
- k) you use the 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 Collateral;
- l) you use the 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
- v) there is no activity in your Collateral Lender Account within a 12 cumulative calendar month period.
14.5. We reserve the right to update or amend these Terms from time to time to comply with any laws or regulations or to meet our changing business requirements. We may make such changes without your prior consultation or specific agreement but we will always post the changes on the Platform. 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 14.5.
14.6. This agreement can be terminated by you provided that you have no outstanding Loans and Lending Commitments in place. Notice of termination must be provided in writing to Client Support, Collateral, 12th Floor, Blue Tower, Media City UK, Manchester, M50 2ST.
14.7. Upon termination of this agreement the Company will return any funds pertaining to outstanding Loans that are held in the Client Money Account to you by way of a transfer to your Nominated Account.
- LENDERS’ AGREEMENTS WITH COLLATERAL
15.1. You agree that Collateral is making no warranty or representation as to the ability of Borrowers to repay Loans or pay interest or fees on those Loans or their credit risk and that we are in no way liable for the debts of Borrowers to you. You acknowledge that you are lending entirely at your own risk.
15.2. Calculations we may provide on the Platform of the likely rate of return on Loans are for information only and are not guaranteed.
15.3. 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 for deciding whether or not to lend to a particular business.
15.4. We make no representation or warranty as to the accuracy of the data displayed for Borrower Requirements, nor whether the information is up to date or error free.
15.5. We do not guarantee that Loans will be fully funded, that there will be sufficient Borrowers for you to lend to or that there are sufficient other Lenders to buy your Loans should you wish to sell them.
15.6. We do not guarantee that Loans listed for sale will be bought by other Lenders or the time it will take to withdraw funds from Collateral by selling Loans.
15.7. Where Collateral and/or the Security Trustee has obtained any form of personal guarantee or other personal security from a Borrower in support of a Loan, you accept that the enforceability shall be subject to risks and limitations and that Collateral will not have ensured that any individual providing such a guarantee has been independently advised on the provision of a personal guarantee or the associated risks. 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.
15.8. If our Platform were to fail or we become insolvent we would transfer our obligations under the Terms and Loan Agreements to a third party back up servicer, with whom we have entered into a back up servicing arrangement
- INVESTOR IDENTIFICATION
16.1. As part of the account opening process you will be asked to provide personal information about yourself. The Company will use this information to attempt to verify your identity using a number of electronic checks.
16.2. You agree that that we may pass your personal information to our Service Providers or any other recognised third party company solely for the purposes of verifying your identity, performing anti-money laundering checks, fraud prevention, and intermediaries involved with the collection process associated with a Default.
16.3. We do not have to accept you as an Investor or accept any funds from you until we have satisfied ourselves, at our sole discretion that we have sufficient and appropriate information to accept you as an Investor.
16.4. We do not have to give you any reason for rejecting or delaying an application from you.
16.5. If we cannot obtain adequate information to verify your identity then we will ask you to send us copies of relevant passports or other identification documents in addition to a utility bill addressed to your home address which shall be no more than three months old and any other documentation or information that we may require. If you do not provide all requested identification documents and information you will not be able to lend on the Platform.
16.6. 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.
17.1. Collateral does not provide any advice or guidance in relation to tax or otherwise and therefore we strongly recommended that you consult an independent financial advisor or tax advisor if you are unsure as to what your tax obligations are.
17.2. Our Services are provided to you without the withholding of any tax on interest generated on any Loans that you make. It is your responsibility to ensure that any tax liabilities which you incur (through interest earned through loans placed on the Platform or otherwise) are paid to the relevant taxation authority.
17.3. The Company has no liability in relation to any tax liabilities incurred by Investors or Borrowers.
17.4. If we are required to make deductions in relation to tax we will do so without notice to you.
- INTELLECTUAL PROPERTY RIGHTS
18.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.
18.2. The Investor acknowledges that, in respect of any third party Intellectual Property Rights, the Investor’s use of any such Intellectual Property Rights is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company to license such rights to the Investor.
18.3. Subject to clause 18.5 below, as between you and us, we own all present and future copyright, registered and unregistered trademarks, 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.
18.4. 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.
18.5. You shall retain ownership of all copyright in data you upload or submit to the Platform. You grant us a worldwide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.
18.6. We do not warrant or represent that the content of the Platform does not infringe the rights of any third party.
19.1. Any notice of other communication given to a party under or in connection with these Terms shall be in writing, addressed to that party at its registered office (if it is a Corporate Entity), its principal place of business or address provided in writing and shall be delivered personally, by pre-paid first class post or e-mail. The notice shall be deemed to have been received, if sent by post at 9.00am on the second Business Day after posting and, if sent by e-mail, one Business Day after transmission.
19.2. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other party for any purpose.
19.3. A person who is not party to these Terms shall not have any rights to enforce its terms.
19.4. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
19.5. Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim that arises out of, or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of Collateral (in its own right or as agent for the Lenders) to take proceedings against the Borrower in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
- LIMITATION OF LIABILITY
20.1. Without limitation, neither the Company, nor any member of Collateral and or the Security Trustee, any directors, officers, employees, advisers, agents or Service Providers of the Company or of any member of Collateral and/or the Security Trustee accepts any liability whatsoever for any losses arising from the following circumstances:
- a) A Default;
- b) Any Platform downtime or system outage;
- c) Any decision made by Collateral relating to new Borrowers, where the Credit Committee has based its decision on such information as it deems reasonably appropriate under the circumstances, concerning for example the financial condition, creditworthiness, status or nature of the borrower, to make an informed decision;
- d) Computer viruses, malware or errors received through the Platform provided that the Company has made reasonable efforts to protect the Investor from such issues;
- e) For any actions made by the Company under its rights gained from these Terms;
- f) Any adverse tax implications suffered by the Investor as a result of using the Platform or Services;
- g) Unauthorised access of the Platform by a third party using your username and passwords as a result of your failure to keep such credentials private and safe;
- h) Access to the Platform by a third party granted by you using your username and password; or
- i) A loss resulting from the due diligence checks carried out against any potential Borrowers.
20.2. Nothing in these Terms shall limit or exclude the Company’s liability for fraud, death or personal injury as a result of its negligence.
20.3. Nothing in these Terms shall limit Collateral’s liability for personal injury or death, fraud, or for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
- FORCE MAJEURE EVENT
21.1. For the purposes of this clause, Force Majeure Event shall be defined as “any circumstances outside the Company’s control including but not limited to any interruptions or failures relating to internet service providers, internet signal, connections, electricity providers, configurations of the Company’s Investors and Borrowers’ computers, any acts of god, flood, drought, earthquake or other natural disaster, any collapse of buildings, fire, explosion or accident, any act of terrorism, civil war or commotion, riots or any law or any action taken by a government or public authority, including without limitation imposing failing to grant a necessary licence or consent”.
21.2. The Company shall not be in breach of this agreement nor liable for delay in performing or failure to perform any of its obligations under this agreement if such delay or failure results from a Force Majeure Event.
21.3. If the period of delay or non-performance continues for forty Business Days then either party may terminate this agreement by giving five Business Days written notice to the other party and clause 14 shall apply.
- RIGHT OF SET OFF
We have the right to immediately and without notice set off any liability or debt that is owed by you to either the Company or any Collateral Group Company.
23.1. The Company considers a complaint as being defined as an expression of dissatisfaction made by any of its Clients in relation to any of the Services it provides. In the event of a Client making a complaint, the Company will make every effort to rectify the problem as soon as practicably possible.
23.2. If you feel that your complaint of grievance has not been dealt with satisfactorily then we would encourage you to follow the process below to escalate your complaint:
- a) Please write to us making clear the details surrounding your complaint. You can send your complaint by email to firstname.lastname@example.org or by post to Client Support, Collateral, 12th Floor, Blue Tower, Media City UK, Manchester, M50 2ST.
- b) We will endeavour to respond to you to acknowledge your complaint within three Business Days of receiving it, including details of Collateral’s Complaints Policy.
- c) We will endeavour to provide a response to your complaint within 10 Business Days of receiving it.
- d) If upon our response you are still dissatisfied, you can escalate your complaint to our Managing Director who will investigate the complaint and provide a final response to you within ten Business Days of your escalation.