Platform 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, on our website (propifi.co.uk) including any mobile version or app (the Platform).

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.

You should also read our <<Data & Privacy Policy>> which explains how we use the information that we hold and collect about you to provide you with our services in accordance with these Terms.

If you do not understand anything within these Terms, you should contact us before making any decision to lend (or borrow) at hello@propifi.co,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.

To help you use these Terms:

SECTION 1

tells you about Propifi, its role and the role of any third parties involved.

SECTION 2

contains information about our regulated status, how we treat you as a customer and your rights under various aspects of the financial services legislation, including how to complain if things go wrong.

SECTION 3

relates to the eligibility criteria for lenders and borrowers on the Platform.

SECTION 4

provides details about the loan process.

SECTION 5

concerns the management of Loans once they have been made, including repayments, arrears and default, and the secondary market.

SECTION 6

is about your right to cancel your membership – including what to do if you change your mind after registering as a Lender – and when these terms otherwise terminate.

SECTION 7

sets out details of Propifi’s fees.

SECTION 8

are general terms that apply.

SECTION 9

sets out the defined meanings of certain words and phrases used within these Terms.

References to we or us or our mean Propifi. References to you or your are references to you as a User of the Platform.

SECTION 1                HOW WE DELIVER OUR SERVICES

1          Background

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 understand the risks involved. You can read our page on Risks <<here>> and the steps we take to mitigate them. 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 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. Propifi cannot guarantee that Lenders will achieve the advertised target interest rates.

2          What does the Propifi do?

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 hello@propifi.co.uk.

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:

2.3.1      arrange for the receipt of each Lender’s Funds before paying the aggregate Loan to the Borrower;

2.3.2      arrange for the receipt of the repayment of capital and/or interest from a Borrower and the distribution to each Lender in accordance with their entitlements;

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 MangoPay SA (MangoPay) to perform the following functions in accordance with our instructions:

3.1.1      set-up and administer the e-wallets through which payments on the Platform are run;

3.1.2      receive and safeguard Lender’s Funds credited to a Lender’s Account, whether from the Lender’s Nominated Bank Account or following repayment by a Borrower;

3.1.3      receive repayments of capital and/or interest from a Borrower;

3.1.4      redeem Lender’s Funds or Borrower’s Funds and facilitate payments to Lenders and Borrowers;

3.2                 MangoPay is an electronic money institution authorised by the CCSF (the national regulator) in Luxembourg. MangoPay’s head office address is 59 Boulevard Royal, L-2449 Luxembourg. MangoPay’s terms and conditions apply to its services and are incorporated into these Terms. Their terms can be found here.

3.3                 MangoPay 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 and other clients of MangoPay, which means that you do not have a claim against a specific sum in a specific account but against the pool in general.

3.4                 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

4          Is Propifi regulated?

Propifi Capital Ltd (firm reference number: 824196) is an appointed representative of Resolution Compliance Limited (FRN 574048) which is authorised and regulated by the Financial Conduct Authority (FCA) of 12 Endeavour Square, London E20 1JN. As such, we are subject to the FCA Rules in our dealings with our customers.

5          Important information for corporate Users

5.1                 Even though we will treat corporate Users fairly, bodies corporate should be aware that business lending is not regulated by the FCA and the protections of the FCA Rules do not apply to you.

5.2                 If you undertake lending by way of a business, you must inform us if you do not wish to lend to individuals or small partnerships. In the absence of such notice, you warrant to us that you have either (i) the required permissions to act as a consumer credit lender; or (b) accept a minimum Loan Commitment of £25,001.

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. Should you have any complaints regarding our service you should put your concerns in writing to The Compliance Officer, setting out the details of your complaint, to the following address: 5 The Quadrant, Coventry, CV1 2EL or through email at complaints@propifi.co.uk or by calling 0808 169 6060.

7.2                 Our Compliance Officer will consider and have investigated each complaint carefully and aim to respond within 14 days of receipt of your written complaint with our final response. If you are not happy with the outcome of your complaint you may refer it to the UK Financial Ombudsman Service whose details are available at www.financial-ombudsman.org.uk or by calling 0800 023 4567. You may request a copy of our complaints- handling procedure at any time.

8          Is P2P lending covered by the FSCS?

P2P lending is not covered by the Financial Services Compensation Scheme (FSCS) and you will not be entitled to any compensation if the Platform fails.

9          Contingency arrangements

9.1                 We do have contingency arrangements in place if Propifi ceases to trade or becomes insolvent, which include arrangements for the administration of Loans and the maintenance of account information on the Platform.

9.2                 We have appointed [Resolution Compliance Limited of One Croydon, 12-16 Addiscombe Road, Croydon CR0 0XT] to act as the Back-up Administrator. 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.

9.3                 It is necessary for the performance of our services and in order to comply with our regulatory obligations that we are able to transfer personal data in relation to Lenders and Borrowers to the back-up platform administrator in a contingency scenario. Further details about this are set out in our <<Data & Privacy Policy>>.

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 MangoPay 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 MangoPay becomes insolvent, Propifi will arrange for the submission of claims on behalf of Users against the pool of safeguarded funds held by MangoPay. If the credit institution appointed by MangoPay to safeguard your money becomes insolvent, you may be able to claim compensation under a deposit guarantee scheme operated by the Deposit Guarantee Fund Luxembourg. The maximum amount of compensation is limited to €100,000. Further details about MangoPay are set out in paragraph 3.2.

SECTION 3                ELIGIBILITY CRITERIA

11        General

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.

11.2              To create and operate an Account, you must satisfy, and continue to satisfy, the Lender Criteria, or Borrower Criteria, as applicable and any Minimum Amount.

12        Corporate Customers and Brokers - Authority to act

12.1              If you are acting on behalf of a body corporate you may register with the Platform and in doing so you confirm and warrant to us that:

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        Eligibility criteria for Lenders

13.1              All Lenders must:

13.1.1    have a bank or building society account in the Lender’s name; and

13.1.2    be approved by us.

13.2              Individual Lenders must be over 18 years old and be a permanent resident of one of our Accepted Countries.

13.3              We reserve the right to decline any Lender application entirely at our discretion.

14        Eligibility Criteria for Borrowers

14.1              All Borrowers must:

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

14.2.2    a partnership governed by the Partnership Act 1890 and formed in the UK with more than four (4) partners,

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);

then:

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

14.3.5    to borrow through us your Loan must be wholly or predominantly for business purposes and must certify to us that this is true.

14.4              You must tell us if, at any point before the Loan completes, your ability to meet any of the Borrower Criteria changes.

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              By registering for a Borrower Account:

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        Our obligations to undertake Customer Due Diligence

15.1              You acknowledge and accept that checks may be conducted on your identity (or, if you are a body corporate, the identity of your underlying owners, partners, trustees or members or that of any entity within your group) to satisfy anti-money laundering and terrorist financing legislation and other applicable legal requirements. We may also carry out other relevant checks with third parties as described in our <<Data & Privacy Policy>>, such as credit checks on Borrowers. Your activity on the Platform will be limited, as explained in these Terms, until you have satisfied our required customer due diligence checks.  Further checks may be needed where we think the circumstances require it or to comply with our ongoing responsibilities in relation to customer due diligence and we will tell you about any additional requirements.

15.2              A failure to promptly comply with our customer due diligence procedures may, at the absolute discretion of Propifi, result in a suspension or termination of your Account.

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   nbsp;     Platform access

16.1              All personal information that you provide or that we hold about you and your Account will be used in accordance with our <<Data & Privacy Policy>>.

16.2              To access the Platform, you will require your email address and password. Your account is non-transferable.

16.3              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 hello@propifi.co.uk; 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.

16.6              You expressly agree that, when accessing the Platform, you will conduct your activity in a true, honest and professional manner.

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

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 debit card payment. 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.

17.2              No interest will be payable on your money held in your Account.

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. 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 Risk Score 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 credit worthiness of any Borrower, and undertake its own research, analysis and assessment of each Borrower and each Loan, seeking independent financial advice if appropriate. We do not provide any form of financial advisory services. Borrowers and Lenders acknowledge and accept that we may present the credit scores of the Borrower from a credit rating agency. By publishing these Risk Scores, we make no warranty as to their accuracy.

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 Risk Score. However, there is no guarantee that the databases we access are complete, accurate and up to date. Therefore, Lenders should exercise care in deciding when to lend.

19        Completing a Loan

19.1              Subject to paragraph 26, neither Lenders nor Borrowers may withdraw from the Loan after the Closing Date.

19.2              Following a successful Fundraising, if the Borrower accepts the Loan, executes the Loan Agreement and satisfies the Loan Requirements, Borrowers and Lenders acknowledge and accept that both the parties will be automatically entering into the separate and legally binding Loan Agreements with each other. Loans may be fulfilled entirely by one Lender and governed by the Loan Agreement, or may be fulfilled in Loan Parts, in which case the Loan Agreement shall apply to, and represents, each and every Loan Part, each of which is a separate agreement between each individual Lender and the Borrower.

19.3              The Loan will be withdrawn if any Security or other loan requirement is not completed to our reasonable satisfaction a period of not less than fourteen (14) days of the Closing Date.  We may allow the Borrower additional time to meet the Loan Requirements in exceptional circumstances, at our discretion.

19.4              Where there is only one Lender, the Borrower’s liability to repay both the Loan, and interest, is owed solely to that Lender.

19.5              Where there is more than one Lender:

19.5.1    the Borrower is separately liable to each Lender for the amount of that Lender’s Loan Part, together with interest at the rate bid by that Lender for that Loan Part; and

19.5.2    each periodic repayment consists of the sum of the Loan Amounts and interest for each Loan Part, due to each Lender on that monthly repayment date.

19.6              Upon execution of the Loan Agreement by the Borrower, together with the execution and provision of all other documents required by us and satisfaction taking the Loan Requirements, we will transfer the Loan to the Borrower.

19.7              In all Loan Agreements and loan transfer documentation we will quote a Lender’s address as being “c/o Propifi” and state our postal address. Each Borrower agrees that all notices and communications to be given to a Lender will be sent to us on that Lender’s behalf and that this is sufficient to identify the Lenders for the purposes of the Loan Agreements.

SECTION 5                ADMINISTRATION OF LOAN AND LOAN PARTS

20       Security and provisions relating to the Security Trustee

20.1              Borrowers acknowledge and accept that there is a requirement to keep up repayments on a Loan. We recommend that Borrower seek independent advice.

20.2              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. Details of any security ranking in priority to the Security will be specified in the Information Memorandum relevant to that Loan Application.

20.3              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.

Appointment of the Security Trustee

20.4              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.

20.5              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              Each Lender hereby grants to the Security Trustee the following powers, discretion and authority

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

20.6.2    to act on the instructions of Propifi in its capacity as agent for the Lenders.

20.7              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.

20.8              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.

20.9              Where monies recovered are not sufficient to repay all of the Lenders, the net proceeds recovered (after deduction of charges) will be shared between the Lenders on a pro rata basis.

Competing interests

20.10           There may be circumstances where the Security Trustee holds the benefit of the Security for more than one group of Lenders who have advanced monies to a Borrower. By way of example:

20.10.1  a Fundraising may specify that there is an intention to make a series of Loans to a Borrower and the Security taken for each such Loan will rank equally. In such circumstances, the Security Documents held from time to time by the Security Trustee in relation to such Loans shall rank equally;

20.10.2  a Loan may be advanced to a Borrower with Security being held by the Security Trustee for such Loan and, at a later date, a further Loan may be advanced to the Borrower with such further Loan ranking behind the original Loan advanced to the Borrower. In such circumstances, in the event of an enforcement of the Security Documents the proceeds realised from the first Loan’s Security will be paid to the Lenders who have Loan Parts in the earlier Loan and, once they have been repaid in full, any remaining balance will then be paid to Lenders who have Loan Parts in the second Loan.

20.11           The Security Trustee will as appropriate enter into a declaration of ranking to regulate the priority of the Security it holds for two or more Loans to the same Borrower.

Reimbursement of the Security Trustee

20.12           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.

No Independent Power

20.13           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.

21        Interest payments

21.1              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).

21.2              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 for the account of the Borrower until such time as it becomes due to Lenders. This money will not be subject to the FCA’s client money rules. When the money becomes due to a Lender, we will credit it to their Account.

21.3              We may arrange for interest payments to be paid into a Lender’s Account on the same day of the month, irrespective on when we may receive payment from the Borrower.

21.4              Where the Borrower is to pay Rolled Up Interest, Lenders will not receive any interest during the term of the Loan.

22        Missed payments and enforcement

22.1              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.

22.2              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 terms against Borrowers is commercially appropriate in the circumstances. 

22.3              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:

22.3.1    first, for the benefit of Lenders in paying any capital due under the Loan Agreements;

22.3.2    second, for the benefit of the Lenders in paying any interest due under the Loan Agreements;

22.3.3    third, for the benefit of Propifi in respect of any Borrower Fee; and

22.3.4    fourth, to the extent that there are any sums remaining, for its own benefit in defraying the costs of enforcement, as described.

22.4              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:

22.4.1    try to contact the Borrower to discuss options available;

22.4.2    grant extensions of time to the Borrower for repayment;

22.4.3    waive the Default; or

22.4.4    amend the Loan Agreement.

Under no circumstance will we agree to amend the Loan Amount or the Loan interest rate.

22.5              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.

22.6              Third party fees associated with taking recovery action, including third party administrator, receiver or legal counsel fees, will be deducted from the amount recovered from the Borrower. The remaining proceeds will be distributed to the Lenders.

22.7              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. We will notify you through your Account if you have not received any payment due to you under a Loan Part and will keep you up to date with the progress of efforts to collect missed payments.

22.8              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.

22.9              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.

22.10           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.

22.11           Any action we take (under paragraph 22.10) 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.

22.12           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.

22.13           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.

23        Delegation

23.1              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.

23.2              Collections can be outsourced by us or the Security Trustee to any third party.

24        Conflicts of interest

24.1              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.

24.2              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.

24.3              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.

25        Reporting and your liability for tax

25.1              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 loans made, amounts outstanding, interest payable and repayment dates.

25.2              We will provide you with a statement annually and on account closing (unless you exercise your right to cancel) relating to the performance of your Account.

25.3              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

26        Lender’s right to cancel

26.1              All Lenders are entitled to close their account in accordance with paragraph 27. Lenders who exercise their right to cancel within 14 days of the date on which they first open their Account will have any active offers in relation to a Fundraising (whether before or after the Closing Date) cancelled and the Lender’s Funds credited to the Lender’s Account.

26.2              All sums standing to the credit of their Account will be transferred to the Lender’s Nominated Bank Account as soon as reasonably practicable.

27        Termination

27.1              Your agreement with us pursuant to these Terms shall come into effect on the date you register as a Lender or Borrower and will continue until:

27.1.1    for Lenders, until you notify us via your Account or by sending an email to goodbye@propifi.co.uk, or we notify you in writing in accordance with paragraph 27.3 that your Account is to be closed. Such notification will take immediate effect, subject to the terms of this paragraph 27. You will not be charged any fees or charges for closing your Account;

27.1.2    for Borrowers, 90 days following repayment of all outstanding amounts due under any Loan Agreement.

27.2              Save as may be permitted in accordance with paragraph 26, Lenders will not be permitted to close their Account at any time when they have an existing Loan Parts in your Portfolio. Cancellation or termination will not entitle you to withdraw from the Loan Parts to which you are committed. Lenders must be prepared to hold Loan Parts for the term of the Loan. In normal circumstances, the maximum term of our loans is 12 months.

27.3              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:

27.3.1    your breach of these Terms or our Privacy Policy;

27.3.2    your breach any term or condition of the Loan Agreement, or any Security;

27.3.3    (as a Borrower) you enter into any other new unsecured borrowing arrangement contrary to the Loan Agreement without our consent;

27.3.4    (as a Borrower) you grant any Security to any third party after the date of the Loan Agreement being entered into without our consent;

27.3.5    we suspect that you have committed or are concerned in committing fraud, money laundering or other criminal activities;

27.3.6    you use of the Platform in any of the following ways:

(a)                to cause, or in a way that is likely to cause, interruption or damage to the Platform;

(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;

27.3.7    you no longer fulfil (in whole or part) the applicable Lender Criteria or Borrower Criteria;

27.3.8    being an individual, you are the subject of a bankruptcy petition (or similar event in your jurisdiction);

27.3.9    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;

27.3.10  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.

27.4              After all outstanding transactions (including in relation to Non-Performing Loans) 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.

27.5              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.

27.6              Termination will not affect accrued rights or any contractual provision intended to survive termination.

28        Restricted account access

28.1              As an alternative to termination under paragraph 27, we may restrict or suspend your access to the Platform at any time and for any reason as outlined in paragraph 27.3.1-27.3.10(d).

28.2              Restricted access shall mean that you will not be able to lend 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.

29        Dormant Accounts

29.1              We will treat your Lender Account as dormant if there have been no transactions (other than payment of any fees) for a period of six years (a Dormant Account);

29.2              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.

29.3              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

30        Propifi’s Fees

We may vary our fees and charges from time to time as set out in paragraph 36.

30.1            Borrower Fees

All Borrowers fees are set out in, and payable in accordance with, the Loan Agreement. We charge or recover from Borrowers:

30.1.1    a facility fee;

30.1.2    search fees in relation to the property;

30.1.3    a management fee;

30.1.4    an administration fee; and

30.1.5    an exit monitoring fee.

30.2            Lender Fees

We do not directly charge Lenders any fees making, selling or withdrawing any Loan Parts. 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 are disclosed in the Information Memorandum.

SECTION 8                GENERAL

31        Waiver

31.1              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.

31.2              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.

32        Limitation of Liability

32.1              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.

32.2              We shall not be obliged to pay on to Lenders and repayments, interest or other sums due to them from Borrowers or other third parties unless we have received them.

32.3              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.

32.4              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:

32.4.1    loss of profits;

32.4.2    loss of sales or business;

32.4.3    loss of agreements or contracts;

32.4.4    loss of anticipated savings;

32.4.5    loss of use or corruption of software, data or information;

32.4.6    loss of or damage to goodwill; and

32.4.7    any indirect or consequential loss, whether foreseeable or not.

32.5              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:

32.5.1    loss of profits;

32.5.2    loss of sales or business;

32.5.3    loss of agreements or contracts;

32.5.4    loss of or damage to goodwill; and

32.5.5    any indirect or consequential loss, whether foreseeable or not.

32.6              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

32.7              This paragraph 32 does not affect any liability we have to you as a customer arising under the regulatory system (as defined in the FCA Rules).

33        Severability

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.

34        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.

35        Tax

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.

36        Changes

36.1              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.

36.2              We may, without limitation, amend these terms and conditions:

36.2.1    in order to comply with applicable laws or regulations;

36.2.2    to reflect a change in our regulatory status and any consequential amendments that may result from us having to comply with the FCA Rules from time to time;

36.2.3    to make these terms fairer or clearer, or to correct mistakes;

36.2.4    to reflect changes in the way that third parties provide services to us or interact with you through the Platform or the identity of the third parties providing those services;

36.2.5    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.

36.3              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.

37        Notices

37.1              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.

37.2              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.

38        Third party rights

Save in respect of the Security Trustee and MangoPay, the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms. Each of the Security Trustee and MangoPay (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 MangoPay shall not be required for any amendment or waiver to these Terms.

39        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.

40        Entire Agreement

These terms and conditions, the MangoPay 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                INTERPRETATION

41        Interpretation

In these Terms, the following words and phrases are defined within these terms and conditions as follows:

Accepted Countries

the list of countries maintained by Propifi in respect of which it will accept applications from Lenders;

Account

means the secure online account we open for each Lender, through which Lenders can view details of their Portfolio;

Borrower

means a prospective borrower who has made a Loan Application and borrower under a Loan Agreement that we have entered into as agent for the Lenders;

Borrower Criteria

means the eligibility criteria for Borrowers in paragraph 14 as applicable;

Buyer

a Lender who is buying a Loan Part on the Loan Market;

Closing Date

the date specified in the Project Page for a Fundraising

Default

means the failure of a Borrower to comply with the terms of a Loan Agreement or Security Documents;

Dormant Account

Is defined in paragraph 29;

Event of Default

any event or circumstance under the terms or a Loan Agreement or Security Document giving rise to a Default;

FCA

means the Financial Conduct Authority, which regulates firms operating electronic systems in relation to lending;

FCA Rules

means the rules and guidance issued by the FCA as amended from time to time;

Fundraising

the process by which a Borrower raises loan finance for a project through the Platform (whether in accordance with general instructions provided to the Platform or otherwise);

Information Memorandum

the summary of the key information relating to a Fundraising provided to Lenders;

Interest Rate

the interest rate in relation to any Loan as set out in the Listing for that Loan;

Lender

means a lender on whose behalf we enter into a P2P Agreement with a Borrower or, as the context dictates, a person who has applied to become such a lender;

Lender Criteria

means the eligibility criteria for Lenders in paragraph 13 as applicable;

Lender’s Funds

means the sums credited to a Lender’s Account from time to time, which will be considered available, lent or reserved when a participating in a Fundraising is made;

Loan

the loan made to a Borrower following a Fundraising which may constitute one or more Loan Parts;

Loan Agreement

means the loan terms and loan conditions entered into by and between a Borrower and us as agent for Lender(s) in respect of any Loan (as varied from time to time in accordance with these Terms and the loan conditions). Where there is more than one Lender, each Loan Part constitutes a separate loan between the Borrower and the applicable Lender. The Loan Agreement aggregates and represents the Borrower’s rights and obligations in relation to each separate Loan Part. For the convenience of all parties, the Loan Agreement requires the Borrower to make a single Monthly Repayment, aggregating the monthly payments due in relation to each Loan Part. However, the Borrower is separately liable to each Lender to repay the Loan Part due to that Lender, together with interest, fees and costs as set out in the Loan Contract;

Loan Amount

means the amount being loaned by Lender(s) to Borrower, subject to the Loan Agreement, together with applicable interest;

Loan Application

means the process of Borrower applying for a Loan under the Terms and including any general instructions from the Borrower to the Platform;

Loan Market

the Propifi loan market for the secondary resale and purchase of Loan Parts;

Loan Part Fraction

a fractional part of a Loan Part sold on the Loan Market

Loan Parts

means, where more than one Lender provides loan capital to a Borrower, the amount provided by each Lender; each Loan Part forming a separate contractual relationship between each Lender and the Borrower under the terms of the Loan Agreement;

Loan Requirements

any requirement or condition precedent or subsequent to a Loan stipulated in the Loan Agreement, including the granting of any Security in respect of such Loan;

Minimum Amount

means any minimum Account balance requirement specified in a product or promotion from time to time;

Nominated Bank Account

means the bank account you link to your Account;

Non-Performing Loan

means a Loan: (i) in respect of which a Borrower has missed more than one repayment; or (ii) we determine, at our absolute discretion to present a high risk of default at the relevant time;

Portfolio

means the portfolio of Loan Parts a Lender may create through the Platform pursuant to these Terms and conditions, (including uninvested Lender’s Funds) and the benefit of each Loan Part we have entered into on their behalf;

Project Page

the sub-page on the Platform containing details of a Fundraising;

Risk Score

the risk score assigned to a Fundraising or Loan by Propifi completed by our credit underwriting team in accordance with our risk management framework;

Security

means the security, such as a legal mortgage, debenture, charge, and/or guarantee(s) provided by the Borrower in respect of any Loan;

Seller

a Lender who is selling a Loan Part on the Loan Market;

User

each registered user of the Platform whether as Lender (including any previous and prospective Lender) or Borrower;

 

SECTION 10            VERSION AND EFFECTIVE DATE

42        Version

This version of these Terms is v.1.02

43        Effective Date

This version of these Terms is effective with effect from 14 December 2018