Investor Terms and Conditions
Platform/Investor Terms & Conditions
These terms set out the basis on which we, Propifi Capital Limited (Propifi), will allow prospective lenders to lend, and borrowers to borrow, via the electronic system (the Platform) on our website (propifi.co.uk)
Please read these terms and conditions (Terms) carefully before using the Platform as they are incorporated into the account opening process to create a binding agreement between us. By using the Platform and in making a loan through the Platform, you agree to be bound by these Terms.
If you do not understand anything within these Terms, you should contact us before making any decision to lend (or borrow) at firstname.lastname@example.org,uk. Alternatively, if you are uncertain as to whether peer-to-peer lending is suitable for your circumstances, you should consult an independent financial adviser authorised to provide advice on Peer to Peer loans.
SECTION 1 HOW WE DELIVER OUR SERVICES
1.1 Propifi will operate the Platform and, in accordance with these Terms, allow you to access the Platform and to use the functions available on the Platform. The Platform is an electronic platform that facilitates the matching of lenders and borrowers on a ‘peer-to-peer basis’.
1.2 Peer-to-peer lending through the Platform carries certain risks and it is your responsibility to ensure that you familiarise yourself with and make sure you understand the risks involved. You can read our page on Risks <<here>> . In particular, there is a risk that Borrowers will fail to repay the sums due under the Loan Agreement and that a Lender will lose the money it has lent.
1.3 Target interest rates displayed on the Platform are based upon the rates currently available to Lenders on the Platform for the product in question after fees and an estimate for bad debt – but before any tax relief for possible losses. The minimum interest rate payable by borrowers will be18% and there will be no maximum interest rate payable. The availability of Loans, the profile of the credit risk and future default rates may all affect a target interest rate and past performance does not guarantee future performance. The likely actual return from borrowers will be 10%. Propifi cannot guarantee that Lenders will achieve the advertised target interest rates.
2.1 Propifi Capital Ltd is a company registered in England & Wales (company number 11304890) and our registered office is at 5 The Quadrant, Coventry, CV1 2EL. You can write to us at our office at 12 Whiteladies Road, Bristol BS8 1PD or email us at email@example.com.
2.2 We will administer the fundraising process for each Loan through the Platform. A Loan may comprise a number of Loan Parts and the Platform determines which Loan Parts are made available to Lenders and Borrowers.
2.3 We also:
2.3.3 undertake steps to procure (or will arrange that steps are taken to procure) the repayment of a Loan by the Borrower; and
2.3.4 undertake to exercise or enforce (or will arrange for the exercise or enforcement of) the Lenders’ rights under a Loan Agreement to be enforced.
2.4 We do not:
2.4.1 provide credit ourselves;
2.4.2 give investment advice on the merits of taking part in peer-to-peer lending or otherwise; or
2.4.3 provide legal or tax advice.
3 Who else is involved?
3.1 We have appointed ShareIn Limited to perform the following functions in accordance with our instructions:
3.2 More Lending Solutions, who are authorised and regulated by the Financial Conduct Authority (FRN: 702503) act on our behalf as:
3.2.1 Our Principal: Propifi Capital Limited is an Appointed Representative of More Lending Solutions Limited.
3.2.2 Our IFISA manager
3.2.3 Client Account owner, this means all funds transferred in and out of the Platform are held under our Principlal’s Client Money Permissions and not directly accessible by Propifi . More Lending Solutions Limited is obliged to safeguard your money but you should know, and you acknowledge and accept, that your money may be pooled with money belonging to other clients of Propifi but not other clients of More Lending Solutions Limited, which means that you do not have a claim against a specific sum in a specific account but against the pool in general
3.3 Where a Loan is secured by a charge over land or some other Security we have appointed The Propifi Security Trustee, a company incorporated in England & Wales (company number 11727019) with its registered office at 5 The Quadrant, Coventry, CV1 2EL (Security Trustee), to hold that Security on trust for the various Lenders from time to time. You may find further details of the Security Trustee in paragraph 20.
SECTION 2 REGULATORY PROVISIONS
Propifi is not directly authorised. Propifi Capital Ltd (firm reference number: 824196) is an appointed representative of More Lending Solutions (FRN 702503) which is authorised and regulated by the Financial Conduct Authority (FCA) of 7 Donegall Square West, Belfast, BT1 6JH.
5 Important information for corporate Users (borrowers)
5.1 Even though we will treat corporate Users fairly, bodies corporate should be aware that the type of business lending we undertake is not regulated by the FCA and the protections of the FCA Rules do not apply to you.
6 Prevailing language
All communications between us shall be in English.
7 How you can complain
7.1 We endeavour to provide a first-class service to our customers, but we acknowledge that there may be occasions where we fail to meet your expectations. The following complaints procedure is made available to every customer upon request. We define a complaint as ‘an expression of dissatisfaction whether oral or written, and whether justified or not, from or on behalf of an eligible complainant about a firm’s provision of, or failure to provide, a financial services activity or a redress determination, which alleges that the complainant has suffered (or may suffer) financial loss, material distress or material inconvenience’. We allow complaints to be made by any reasonable means in compliance with DISP 1.3.2 (1) and recognise that all complaints require a resolution.
7.2 If you feel dissatisfied with any aspect of our service, then we allow a complaint to be made by any reasonable means with the inclusion of: complaints by post, telephone and via e-mail. You should contact the Complaints Manager at:
(a) Telephone: 0808 169 6060 (option 4, calls to this number are free from landlines and mobiles)
(b) Email: firstname.lastname@example.org
(c) Post: Whiteladies Business Centre, 12 Whiteladies Road, Clifton, Bristol, BS8 1PD
7.3 We will immediately carry out an independent investigation of your complaint and will provide a written acknowledgment to your complaint. We expect this to be within 5 working days of your complaint. A final response will then be issued within the 8-week statutory deadline. The content of the final response will include the details of the investigation conducted by the Complaints Manager as well as detailing remedial action where applicable.
7.4 We provide details for the Financial Ombudsman Service when issuing a final response, or after 8 weeks of receipt of the complaint if we have been unable to provide a final response. Contact details for the Financial Ombudsman Service are also provided below.
7.5 We have the option of providing consent to the Financial Ombudsman Service to consider complaints outside of the six -month deadline. However, our consent must be given for this to occur. Our consent will be determined on a case by case basis and may vary depending on the subject matter of the complaint.
7.6 If you are not satisfied with our response, or if a complaint is not resolved after eight weeks and you are an eligible complainant as defined by the Financial Conduct Authority, you may refer the complaint to the Financial Ombudsman Service. Details of the Financial Ombudsman Service are:
The Financial Ombudsman Service
020 7964 1000 (switchboard)
+44 20 7964 1000 (for calls from outside the UK)
020 7964 1001 (main fax)
0800 023 4 567 Calls to this number are now free on mobile phones and landlines
0300 123 9 123 Calls to this number cost no more than calls to 01 and 02 numbers
9 Wind Down arrangements
9.1 We do have wind down arrangements in place if Propifi ceases to trade or becomes insolvent, which include arrangements for the management administration of Loans and the maintenance of account information on the Platform.
9.2 We have appointed More Lending Solutions Limited 7 Donegall Square West, Belfast, BT1 6JH to act as the Back-up Administrator. More Lending Solutions Limited are Authorised and regulated by the Financial Conduct Authority (FRN: 702503) with the permissions of ‘operating an electronic platform in relation to lending’ and ‘client money’. More Lending Solutions Limited hold client money as part of Propifi’s normal business operation and will continue to do so in the same way upon wind down. We may from time to time appoint any other competent (and if appropriate, regulated) firm in addition to, or in substitution for, the Back-up Administrator.
9.4 You can find further details of our contingency arrangements <<here>>.
10 Lender’s Funds
Any funds that you have with the Platform from time to time are held separately from the assets of Propifi by More Lending Solutions Limited and belong to you. If Propifi ceases to trade of becomes insolvent, the Back-up Administrator will continue to administer each Lender’s Account. If More Lending Solutions Limited becomes insolvent, Propifi will arrange for the submission of claims on behalf of Users against the pool of safeguarded funds held by More Lending Solutions Limited.
SECTION 3 ELIGIBILITY CRITERIA
11.1 You can register as a Borrower or Lender no more than once. By creating an Account, you will be obtaining access to the Platform. Lenders may access the Platform following registration but will not be permitted to place any Lender’s Funds into the Lender Account or participate in any Fundraising until paragraph 15 has been satisfied.
12 Corporate Customers and Brokers - Authority to act for borrowers
12.1.1 you are duly authorised on behalf of the entity to accept these terms and conditions; and
12.1.2 the entity is legally capable of entering into binding contracts in its own capacity and no other authorisation or permission is required to enable you to do so.
13.1.2 be accepted by us.
14 Eligibility Criteria for Borrowers
14.1.1 have a UK bank or building society account in the name of the borrowing business, company or partnership; and
14.1.2 have a permanent place of business in the UK (excluding the Channel Islands and Isle of Man); and
14.1.3 have a good credit history with no defaults or judgements against it.
14.2 If you are:
14.2.1 a limited company or a limited liability partnership incorporated in UK, registered with Companies House; or
you may apply to borrow any amount up to our maximum loan amount.
14.3 If you are:
14.3.1 a sole trader; or
14.3.2 a partnership governed by the Partnership Act 1890 and consisting of three (3) or less persons (at least one of whom is an individual);
14.3.3 you must be permanently resident in the UK (excluding the Channel Islands and Isle of Man);
14.3.4 you may apply to borrow a sum between £25,001 and our maximum loan amount; and
14.5 If you are an unincorporated Borrower, all partners, trustees or members (or equivalent officers) of your organisation will each be liable to us and to any Lenders jointly and severally. This means that we may require all or any of them to pay the full amount owed to us or any Lenders, not just a proportion.
14.6.1 you acknowledge and accept that we do not in any way promise or otherwise guarantee that you will receive funding through the Platform. The account opening in no way constitutes an obligation on us to procure funding for Borrowers or constitute a warranty that funding (or follow-on funding or any tranche of funding) will be available. None of Propifi or any of its employees, agents or introducing brokers are authorised to make any statement to the contrary;
14.6.2 you warrant and represent that you have disclosed to us any circumstances that you are aware of (including without limitation any claims, undisclosed liabilities, litigation, arbitration, court proceedings or investigations which are current, threatened, pending or otherwise reasonably likely to occur against you by any third party) which could or might result in a material adverse change in your financial condition, business or assets.
14.6.3 you agree that you will promptly provide full details to us upon you becoming aware of or suspecting that any of the circumstances mentioned herein have occurred or may occur and will also provide us with such information as it may reasonably require about your financial condition, business and affairs from time to time. If you are, or at any time become, aware of any current or future claim (or potential claim) by HM Revenue & Customs (or any other governmental department or agency or other public body) against you, you may not accept a loan unless you have provided us with full details of such claim (or potential claim) and we have agreed in writing that you are still eligible to participate in Fundraisings and/or receive Loans through Propifi.
15.3 You must inform us promptly of any changes to your personal information (including your residential and addresses, email address, telephone numbers and tax status).
15.4 If you are a company, you must notify us within 30 days of any person becoming (or ceasing to be) a person with significant control.
16 Platform access
16.3 nbsp; We will communicate with you using the contact details (including the email address) that you provide to us. You acknowledge and agree that we may communicate with you primarily by email and that we may provide information about the risks of investing through the Platform through our website. If you need to contact us you should email us at email@example.com; call us on 0808 169 6060, or write to us at 12 Whiteladies Road, Clifton, Bristol BS8 1PD. We will not be liable to you for any losses that you incur if you fail notify us of any change to the details, including the contact details, that we hold about you.
16.4 You undertake to keep your access details and password secure at all times. You are responsible and liable for all information provided through your Account to us and are responsible for all activity on your Account (including activity by those parties that you authorise to access your account on your behalf e.g. employees or agents). You must notify us immediately if your account access details have been compromised, stolen, lost or otherwise breached. We will not be liable for any losses that you suffer if someone else accesses your account using your Account details.
16.5 We will be entitled to rely on any instructions that we receive whilst your Account has been activated using your access details and password. We will act on any instructions given in accordance with our stated procedures that appear, in our reasonable opinion, to be valid, and have no duty to make any further enquiries in relation to such instructions.
16.8 If you cease to satisfy the Lender Criteria (as set out in paragraph 13) or Borrower Criteria (as set out in paragraph 14) as applicable, we may restrict, suspend or terminate your access to the Platform without notice, in accordance with Term 27 and 28.
SECTION 4 THE LOAN PROCESS
17 Your money
17.1 To participate in a Fundraising, a Lender must ensure that their Account is credited with sufficient Lender’s Funds. You can fund your Account by electronic transfer or by IFISA transfer where product appropriate. We reserve the right to refuse to accept any particular funding transaction or to disable any particular funding method without notice in our sole and absolute discretion.
17.3 Where we make a tax deduction (or any payment required in connection with that tax deduction) which is required under the relevant tax law (including withholding of the basic rate of income tax), we will provide you with a statement (or other reasonably satisfactory evidence) that such tax deduction has been made or an appropriate payment has been made to the relevant taxing authority.
17.4 If you request a withdrawal from your Account, we will pay this to your Nominated Bank Account in your name. Where relevant, any fees, charges or taxes will be deducted from your Account before a transfer. We are unable to process requests for withdrawals or refunds within 24 hours of receiving funds. If you wish to change your Nominated Bank Account, you may only do so to another account in your name with a bank or building society.
18 Credit risk assessment
18.1 After we receive an application for a loan, we will notify the Borrower as to whether their application has passed our credit analyst team’s initial assessment. If we proceed to undertake a credit risk assessment, we will assign a Risk Score. Our decision is final.
18.2 All lending by a Lender is done at the Lender’s own risk. The provision by us of a lending criteria policy or any other rating of credit worthiness, risk, or the Borrower’s ability to repay is intended to be for information purposes only and a Lender must form its own opinion as to the risk they are exposed to as a Lender from the information shared, seeking independent financial advice if appropriate. We do not provide any form of financial advisory services.
18.3 We will periodically review the risk categorisation we assign to a Loan in accordance with our risk management framework. Lenders can find out more information <<here>> but should be aware that this does not mean that Propifi will undertake a review in all cases or that Propifi actively update or amend any Borrower profile or monitor or update any Risk Score.
18.4 We conduct checks on a Borrower which we consider to be reasonable in the circumstance prior to assigning a loan. However, there is no guarantee that the databases we access are complete, accurate and up to date.
SECTION 5 ADMINISTRATION OF LOAN AND LOAN PARTS
19.2 The Borrower will provide Security in respect of each loan by granting a legal charge over property of sufficient value as is necessary to meet our lending requirements. In certain circumstances, Security may be subordinated to the interests of the Borrower’s other creditors. If any security taken ranks lower in priority than others this will be specified on the platform.
19.3 The Lender acknowledges and accepts that Security may offer an alternative means to recover outstanding loan repayments. Even when such Security exists, there is no guarantee that the Loan will be fully repaid.
19.4 Each Lender in relation to any Loan in which such Lender has a Loan Part hereby irrevocably agrees to appoint the Security Trustee as their security trustee to hold any Security relating to such Loan and any assets thereby charged as trustee on behalf of the Lenders participating in such Loan.
19.5 If it becomes necessary to enforce the Security, Lenders agree that the Security Trustee may act on the Lenders behalf, as their agent, to enforce the Security with the aim of recovering money equal to the Borrower’s liability to the Lenders under each Loan.
20.6.1 to exclusive right to take such action including without limitation, the exercise of all rights, discretions or powers and enforcement rights (and the granting of consents or releases) given to the Security Trustee under or in connection with the Security documents; and
19.7 The powers, trusts, authorities and discretions conferred upon the Security Trustee shall be in addition to any which may from time to time be vested in the Security Trustee by the general law or otherwise.
19.8 The Security Trustee will hold the assets charged under any Security upon trust for itself and for all Lenders who are participants in the Loan advanced to that Borrower. From time to time the Security Trustee may perform (before or after any enforcement under the terms of the Security Documents) all obligations, rights and benefits given to the Security Trustee by any all assets security agreement, assignments, legal mortgage and/or chattels mortgage and by any future Security that the Security Trustee may take in respect of the debt due under the Loan or under any document entered into pursuant to such all assets security agreement, assignments, legal mortgage, chattels mortgage and/or future Security. The Security Trustee shall have certain powers and discretions conferred upon trustees and may also rely on:
20.8.1 any representation, notice or document believed by it to be genuine correct and appropriately authorised; and
20.8.2 any statement made by any director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
19.10 Each Lender agrees that the Security Trustee shall be entitled to recover from the Borrower, out of the proceeds of any recovery under the Security, an amount equal to the reasonable costs (including legal and other professional costs) incurred by the Security Trustee in taking action to pursue repayment of the Loan following an Event of Default. Lenders must be aware that the Security Trustee is run by one of the owners of Propifi. While the firm’s obligations and interests will be kept separate you must be aware of this potential conflict of interest.
No Independent Power
19.11 The Lenders shall not have any independent power to enforce, or have recourse to, any of the Security or to exercise any rights or powers arising under the Security except through us or the Security Trustee.
20 Interest payments
20.1 We may facilitate loans under which the Borrower only pays interest at the end of the loan term (Rolled Up Interest), or under which the Borrower pays all the interest at the beginning of the loan term (Retained Interest).
20.2 Where the Borrower pays interest before it becomes due under the terms of the Loan Agreement (including for retained interest loans and upon the redemption of a loan), we will arrange for the money to be held until such time as it becomes due to Lenders. This money will not be subject to the FCA’s client money rules during this period until it becomes due to lenders when it will be transferred to the Client Account prior to being paid. When the money becomes due to a Lender, we will credit it to their Account.
21 Missed payments and enforcement
21.1 In the event of missed payments on a Loan, we, or the Security Trustee, may take the administrative steps set out in the Loan Agreement on the Lenders behalf, although we will determine in our discretion how best to pursue the debt in the circumstances so that we may act outside and/or ahead of those processes to pursue missed payments on Loans (whether or not in formal default) where we consider this to be in the best interests of Lenders across all Loans with the Borrower. We may recover our reasonable costs from any amount recovered.
21.2 We have put in place collection and arrears procedures with the objective of treating both Borrowers and Lenders fairly at all times, and so where possible, we may consider accepting reduced payments or extending payment terms where we, in our discretion, believe that nonenforcement of strict contractual term against Borrowers is commercially appropriate in the circumstances.
21.3 If a Borrower misses a payment or only partially pays the amount due to Lenders, we will contact the Borrower to inform it that it is in arrears, and we will reattempt to collect the outstanding payment in respect of all Loans it has entered into. If our attempts to collect the payment fail on a second occasion without explanation within 7 working days, the Borrower's account will be treated as being overdue although we will continue to attempt to collect the funds. After 14 days, if the outstanding amounts have still not been repaid, then a second notice of account in arrears will be sent to the Borrower. If the Borrower is more than 180 days in arrears, then the Loans may be placed into default and passed to the Security Trustee to deal with in accordance with the following order of priority:
21.3.3 third, for the benefit of Propifi in respect of any Borrower Fee; and
21.3.4 fourth, to the extent that there are any sums remaining, for its own benefit in defraying the costs of enforcement, as described.
21.4 Where a Borrower Defaults (as defined in the Loan Agreement), we may (a) demand immediate repayment of the outstanding balance of any Loan Amount, or (b) take other actions where we decide it is in the reasonable interests of the Lender(s) to do so including:
21.4.4 amend the Loan Agreement.
21.5 The Borrowers obligations will be secured by the Security. In the event of default by a Borrower, or where a Borrower fails to meet any material obligations under a Loan, we will instruct the Security Trustee to enforce the Security for the benefit of the Lenders and with the Lenders’ authority. The Security Trustee will hold a legal mortgage in respect of each Borrower to secure all monies due from that Borrower to Lenders. If the Security Trustee is still unable to collect the debt and the Security held in respect of the Borrower is not sufficient to recover all of the debt, it may novate each Loan Part in relation to that Loan Agreement to itself in order to pursue the debt on your behalf. This will give the Security Trustee standing to take action directly against the Borrower.
21.7 We may instruct third parties, such as solicitors, in order to pursue the debt. We may refer the missed payment(s) to a debt collections agency to attempt to collect the money the Lenders' behalf.
21.8 Full rights and obligations in respect of managing any Loan (including repayments, missing payments, late payments, early repayment and defaults) are contained within the applicable Loan Agreement relevant to any such Loan.
21.9 If a Borrower only makes a partial payment of the monthly payment due, we will hold that amount pending resolution of the Default or enforcement action and will then allocate this held sum across all relevant Loan Parts.
21.10 We will decide, at our sole discretion, what action to take in relation to enforcing any Security or otherwise recovering the outstanding Loan Amount. Lenders acknowledge that they may not receive all of the capital and interest due to them.
21.11 Any action we take (under paragraph 21.10) will involve us fairly exercising our powers and duties as we deem appropriate including engaging legal advisors, accountants or other such experts to advise us or act on our behalf.
21.12 We may appoint collection agents to act on behalf of the Lenders and ourselves in relation to any Event of Default. If we incur costs in so recovering outstanding sums, and such costs cannot be collected directly from the Borrower or by enforcement of any Security, we are entitled to deduct these costs from any payments received from the Borrower prior to distributing funds to Lenders.
21.13 Lenders acknowledge that we will attempt recovery on Lender’s behalf. The Lender will not have any authority to take direct action against a Borrower, or to seek to enforce Security. The Lender irrevocably agrees to rely on the action taken by us on behalf of all Lenders holding Loan Parts.
22.1 Any of our functions under these Terms may be delegated to an associate or competent (and if relevant, appropriately regulated) third party of our choosing to perform such functions. We will use reasonable skill and care in our selection, monitoring and use of agents.
23 Conflicts of interest
23.1 This paragraph constitutes our conflicts policy. If any conflicts arise which we could not effectively manage, we would not be in a position to provide our services to you.
23.2 You agree that we or any of our associates may effect transactions for you in which we or an associate has directly or indirectly a material interest or a relationship of any description with another party which involves or may involve a potential conflict with our duty to you.
23.3 Subject to the terms of this conflicts policy neither we nor any of our associates shall be required to account to you for any profit, commission or remuneration made or received from or by reason of such transactions. It is possible that the Borrowers will be entities: in which Propifi, its associates or their clients have financial interests; or to which, Propifi or its associates provide services. Accordingly, we or any member of our group (including any associate) may be entitled to gains, profits or fees from or in relation to such companies and entities.
24 Reporting and your liability for tax
24.1 You will be able to log in to your Account and view details of your Portfolio. Your Account will show information including the number of investments made, amounts outstanding, interest paid and repayment dates.
24.2 We will provide you with a statement annually, on the anniversary of your initial product investment, and on account closing (unless you exercise your right to cancel) relating to the performance of your Account.
24.3 You may have to pay other taxes or costs which are not imposed by us, including on any gains on your investment or income arising from them. You should seek your own independent advice, where necessary.
SECTION 6 CANCELLATION AND TERMINATION
25 Lender’s right to cancel
25.1 All Lenders are entitled to close their account in accordance with paragraph 26. Lenders who exercise their right to cancel within 14 days of the date on which they first open their Account will have any active investments in products cancelled and the Lender’s Funds credited to the Lender’s Account. Cancellation can be made by any reasonable means, but we will request that you confirm this in writing. Cancellation will be considered to have be made at the time rather than at the point of any follow up confirmation
27.1.1 for Lenders, until you notify us via your Account or by sending an email to firstname.lastname@example.org, or we notify you in writing in accordance with paragraph 26.3 that your Account is to be closed. Such notification will take immediate effect, subject to the terms of this paragraph 26. You will not be charged any fees or charges for closing your Account;
26.2 Save as may be permitted in accordance with paragraph 25, Lenders will not be permitted to close their Account at any time when they have an existing product investment in your Portfolio. Lenders must be prepared to hold investments for the term of the product. In normal circumstances.
26.3 We may terminate your Account and attempt to wind up any Lender’s Portfolio by selling Loan Parts to alternative Lenders where we believe it to be desirable for legal or regulatory reasons or upon giving you at least 30 days' written notice for any other objective reason including, without limitation:
26.3.5 we suspect that you have committed or are concerned in committing fraud, money laundering or other criminal activities;
(b) for fraudulent or other criminal purposes;
(c) for any illegal, offensive, abusive, indecent, defamatory, obscene, menacing activity or conduct;
(d) in breach of any copyright, trademark, confidence, privacy or other right of any party;
(e) to cause nuisance or distribute a software virus, trojans, bugs, or for commercial solicitation, chain letters, mass mailings or any other conduct we regard as spam;
26.3.8 being an individual, you are the subject of a bankruptcy petition (or similar event in your jurisdiction);
26.3.9 you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or you make a proposal for, or enter into, any compromise or arrangement with your creditors;
26.3.10 being a body corporate:
(a) a petition is filed, a notice is given, a resolution is passed, or an order is made for, or in connection with, your winding up;
(b) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over you;
(c) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver; or
(d) a person becomes entitled to appoint a receiver over your assets is appointed over your assets.
If you are a body corporate we will be entitled to terminate your Account if the circumstances in this paragraph 27.3 apply to any one director, partner, trustee, or member (or similar officer) as applicable.
26.4 After all outstanding transactions have been completed we will provide you with a closing statement detailing the interest paid on your loans in the current tax or calendar year. Our responsibility for managing your Account will then cease entirely.
26.5 After termination of your Account, we will repay all sums due to you into your Nominated Bank Account. If we are unable to trace you to make such payment within 6 years, having made reasonable attempts to do so, we may pay your money to a registered charity of our choosing.
26.6 Termination will not affect accrued rights or any contractual provision intended to survive termination.
27 Restricted account access
27.2 Restricted access shall mean that you will not be able to invest further funds using the Platform, or post in any forum area of the Platform. Restricted access will not affect your rights or obligations in relation to any Loan, Loan Part, current Fundraising or available funds in any Lender Account.
28 Dormant Accounts
28.2 If your Account becomes a Dormant Account, we will give you 28 days’ notice (sent to the last known email and/or postal address that we have for you) to reclaim any money within your Lender Account. If, after we have given you notice, you do not claim the money in your Account, we may close your Lender Account.
28.3 You acknowledge that the balance in a Dormant Account is not subject to the safeguarding requirements for electronic money. We will use reasonable efforts to trace you but if we are unable to contact you, we may transfer any remaining balance in a Dormant Account (after we have deducted from the balance any charges due to us in relation to any account that you hold, or have held, with us) to a registered charity of our choice. However, we will retain a record of the balance that we have transferred from the Dormant Account and will repay such balance on receipt of a valid and verifiable claim from you or your personal representatives.
SECTION 7 FEES AND CHARGES
29 Propifi’s Fees
29.1 Borrower Fees
29.1.1 a facility fee;
29.1.2 search fees in relation to the property;
29.1.3 a management fee;
29.1.4 an administration fee; and
29.1.5 an exit monitoring fee.
29.2 Lender Fees
We do not directly charge Lenders any fees making, selling or withdrawing investments. Lenders should be aware that the effective rate of interest paid by the Borrower will be greater than the rate paid to the Lenders. All Propifi’s fees charged to the Borrower will be disclosed on the platform. Fees may occur when investing in Propifi products by IFISAs though these are not charged by Propifi, you must read the IFISA providers terms and conditions in full for details.
SECTION 8 GENERAL
30.1 If we fail to insist on your strict performance of these terms and conditions or if we fail to exercise any of our rights or remedies to which we are entitled under these terms and conditions, or any other document referred to herein, this will not amount to a waiver of such rights or remedies nor will it relieve you of your obligations under these terms and conditions.
30.2 No full or partial waiver of any such right or remedy shall restrict us from exercising that right or remedy, or any other right or remedy, in the future.
31 Limitation of Liability
31.1 You agree and acknowledge that we shall take on no liabilities, obligations or rights under any Loan Agreement as a result of our authority to act on your behalf and you agree that you will continue to be solely liable for and responsible for the rights and obligations under any Loan Agreement.
31.3 You acknowledge and accept that the Platform operates as a forum intended to facilitate finance and it does not make recommendations. We therefore make no warranty nor assume any liability in respect of the performance of any Loan available through the Platform. We shall not be responsible for any losses to the extent arising from any information provided by you being untrue, inaccurate or incomplete.
31.4 We will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with our services for:
31.4.1 loss of profits;
31.4.2 loss of sales or business;
31.4.3 loss of agreements or contracts;
31.4.4 loss of anticipated savings;
31.4.5 loss of use or corruption of software, data or information;
31.4.6 loss of or damage to goodwill; and
31.4.7 any indirect or consequential loss, whether foreseeable or not.
31.5 Lenders will not be liable to any Borrower, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with:
31.5.1 loss of profits;
31.5.2 loss of sales or business;
31.5.3 loss of agreements or contracts;
31.5.4 loss of or damage to goodwill; and
31.5.5 any indirect or consequential loss, whether foreseeable or not.
31.6 We will act in good faith and with due diligence in managing your loans in accordance with these terms and conditions. Subject to paragraph 32.4, we accept responsibility for loss to you only to the extent that such loss is due to our negligence, wilful default or fraud
lf any of these terms and conditions or any provisions of any other document featured as part of your relationship with us are determined by a competent authority to be invalid, unlawful or unenforceable, to any extent, then such term or condition will be severed from the remaining terms and conditions which will continue to be valid, as far as permitted by English law.
33 No Partnership
Nothing in these terms and conditions is intended to or will be used to establish any partnership or joint venture between the parties, nor authorise any party to make any commitments for or on behalf of any other party.
You should take your own tax advice in relation to investments through the Platform. We make no warranty or representation in relation to the tax position which will apply to you following the making of any investment by you.
35.1 We may modify these terms and conditions from time to time in accordance with this paragraph and the current terms will always be posted on our Platform, including the last revision date. Accessing our Platform after any change is deemed acceptance of those changes.
35.2 We may, without limitation, amend these terms and conditions:
35.2.1 in order to comply with applicable laws or regulations;
35.2.3 to make these terms fairer or clearer, or to correct mistakes;
35.2.5 to enable us to make changes to our own administrative processes and our services as we develop our technology and the things that we may decide to offer to you.
35.3 If we propose a change that is detrimental to registered users, we will give 30 days’ notice of those proposed changes (unless we are obliged to make the change sooner for legal or regulatory reasons) but otherwise we may make such changes immediately.
36.1 Any notice or other communication given to either party in connection with this contract shall be in writing and delivered by hand or sent by pre-paid first-class post (or an equivalent next day delivery service) at its registered address (if a company) or its principal place of business or residential address (if an individual), or sent by email to the email address notified to the other party in accordance with this contract. Our email address for the service of notices is: notices@Propifi.com. The exception to this is cancellation or complaint to Propifi.
36.2 Any notice or other communication will be deemed to have been received if delivered by hand, on signature of delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after it is sent or if sent by post (or other delivery service) on the second working day after posting.
37 Third party rights
Save in respect of the Security Trustee and More Lending Solutions Limited, the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms. Each of the Security Trustee and More Lending Solutions Limited (in addition to Propifi) will be entitled to benefit from these Terms insofar as they are expressed to apply for it or their benefit (notwithstanding that such entity may not be a party to these Terms). However, the consent of the Security Trustee or More Lending Solutions Limited shall not be required for any amendment or waiver to these Terms.
38 Governing Law and Jurisdiction
Any contractual or non-contractual dispute or claim arising out of or in connection with the Platform or its subject matter or formation will be governed by English law and such disputes or claims will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
39 Entire Agreement
These terms and conditions, the ShareInPay terms and conditions, the Loan Agreement and any document expressly referred to in them constitute the whole agreement between us and supersedes all previous discussions, correspondence, negotiations or agreement relating to this subject matter.
SECTION 9 GENERAL INTERPRETATION
40 Document Interpretation
SECTION 10 PRODUCT DEFINITIONS
41 Product Definitions
Products are offered to registered platform users in the simplest form as possible, in all cases the definitions are designed to be clear and understandable, the following will help assist registered users:
On investing you are committing to the term of the product, however, you can request early access to your invested capital by messaging Propifi via the platform. This notice period is required to notify Propifi that you would like to with draw your capital (There is no notice period to withdraw interest paid into your wallet).
Interest is calculated on a daily basis over a 365(6) day period. It is due to be paid into your Propifi wallet in line with the interest payment dates detailed in your product.
Interest Payment Dates
Payment date are stated in your product, payments are due to be made no later than 10 days after these dates; Payments are made into your Propifi wallet.
On investing you are committing to the term of the product, however, you can withdraw your invested capital in line with the Max Withdrawal percentage.
Is the minimum required to invest in each individual product.
Your term starts when you commit to a product. You earn interest from the date your funds are cleared. Your first interest payment will be calculated by the number of days your initial cleared funds have been in place up to your first Interest Payment Date.
At the end of your term you must give this amount of notice to inform Propifi you want to withdraw your investment. You will be sent a reminder via email 14 and 7 days before the Redemption Notice period with instructions on how to redeem your capital.
SECTION 11 VERSION AND EFFECTIVE DATE
This version of these Terms is v.1.04
43 Effective Date
This version of these Terms is effective with effect from 07 February 2020