The following terms and conditions explain:
Please read these terms and conditions carefully and print a copy for your future reference. By using this platform and the services provided via the platform or by any other systems provided by Funding Circle (whether directly or indirectly), you confirm that:
References in these terms and conditions to "Funding Circle", "FCL", "we", "us" and "our" means Funding Circle Limited. References to "systems" or "platform" means the platform, the Funding Circle API, any other online services provided by us and any data managed by, displayed on or transmitted from such services. References to "you" and "your" mean a user of the platform and the services provided via our systems, whether as an individual or an entity which meets the borrower criteria set out below.
Each agreement between each investor and borrower is made up of our Loan Conditions and Key Contract Terms (as the same may be amended from time to time in accordance with these terms and conditions) (together the "Loan Contract"). The Loan Contract is a separate agreement and is governed by separate terms and conditions. If there is a conflict between these terms and conditions and the Loan Contract, the Loan Contract will prevail.
If you are using this platform and the services provided via the platform, agreeing to these terms and conditions or entering into a Loan Contract on behalf of an LLP, limited company, partnership or other separate entity you warrant that you are duly authorised to act on its behalf.
1. How to become a borrower
1.1 To be a borrower on Funding Circle you must meet the following criteria:
(a) you must be actively trading (not dormant) as a business, and have actively traded (not been dormant at any time) for at least two years, or be a property investment or development business;
(b) you must have and maintain a valid UK bank or building society account to facilitate repayments to investors;
(c) unless you are a property investment or development business, if you trade through an LLP or a limited company it must be registered with Companies House and you must have filed accounts at Companies House for the previous two consecutive financial years; save that if you have traded as a sole trader or partnership for a minimum of three years previously to becoming an LLP or a limited company, it must be registered with Companies House and you must have filed accounts at Companies House for the previous one financial year;
(d) if you are a sole trader you must be a permanent resident of the UK (excluding the Channel Islands and Isle of Man);
(e) if you are a partnership or LLP you must, unless Funding Circle agrees otherwise, have a permanent place of business in the UK (excluding the Channel Islands and Isle of Man);
(f) if you are a partnership, LLP or limited company, unless Funding Circle agrees otherwise: (i) at least 50% of the directors or partners of your business must be permanent residents of the UK (excluding the Channel Islands and Isle of Man); and (ii) your centre of main interests must be in the UK (excluding the Channel Islands and Isle of Man);
(g) your business, its directors, members, partners or proprietors must meet minimum credit and fraud risk criteria which will include obtaining a minimum score from credit reference agencies such as Equifax or Experian;
(h) your business must not have any outstanding county court judgments of more than £250.00 (save that, Funding Circle reserves the right to list businesses as borrowers which have county court judgments in excess of £250.00, from time to time and on a case by case basis if it considers it reasonable to do so);
(i) you must register and submit details of your business for publication on our website (http://www.fundingcircle.com/). Please note that some (but not all) of those details will be disclosed by us to investors in accordance with clause 3.1 below.
1.2 Borrowers must be in a business for profit and may not be public bodies, charities or trusts.
1.3 As part of the registration process we will need to authenticate the identity of the business and certain people authorised to act on its behalf. We will do this using credit reference agencies such as Equifax or Experian. We may also require you to send us copies of the relevant passports or other identification documents and anything else that we may need. If you do not provide all appropriate identification documents, you will not be able to borrow on the Funding Circle platform.
1.4 Once you are registered on the platform and have applied to borrow through Funding Circle, we will carry out credit and fraud checks on you as the proprietor, partner, member, shareholder or director, your business and other partners, members, shareholders or directors of the business using credit reference agencies such as Equifax or Experian. Funding Circle uses its own internal guidelines and policies when assessing applications but has complete discretion as to whether we allow you to be a borrower on the Funding Circle platform.
1.5 You warrant and represent to Funding Circle that (i) all information provided to us in the course of the application and borrowing process is true and accurate in all respects, and that you do not anticipate or reasonably expect any material change to such information in the 6 months following your acceptance of the loan; and (ii) you will not omit to tell us any information you are aware of that would materially impact on the decision of an investor to lend to you via the Funding Circle platform. You agree that you will update us if any of the information you provide to us changes or is likely to materially change. If new or additional information comes to our attention which we believe would materially impact on the decision of an investor to lend to you or which would have resulted in a different outcome under our internal guidelines and policies when assessing your application then we reserve the right to de-list your loan or to otherwise cease to process your loan application at all or any further.
1.6 You warrant and represent that you have disclosed to us any circumstances that you are aware of (including without limitation any claims, undisclosed liabilities, litigation, arbitration, court proceedings or investigations which are current, threatened, pending or otherwise reasonably likely to occur against you by any third party) which could or might result in a material adverse change in your financial condition, business or assets.
1.7 You agree with us that you will promptly provide full details to Funding Circle upon you becoming aware of or suspecting that any of the circumstances in clauses 1.5 or 1.6 have occurred or may occur, and will also provide Funding Circle with such information as it may reasonably require about your financial condition, business and affairs from time to time.
1.8 You agree that, for as long as there are outstanding amounts owed by you to investors on the Funding Circle platform, you will provide to Funding Circle promptly on request by Funding Circle (or its agent):
(a) bank statements, up-to-date balance sheet and cash-flow statements, as well as other financial information as Funding Circle may require from time to time;
(b) details and documents relating to operational policies and procedures; and
(c) all relevant contracts or other documents that Funding Circle may require from time to time including any auditor reports, insurance documents, group structure charts and key contracts or agreements.
1.9 You agree that, for as long as there are outstanding amounts owed by you to investors on the Funding Circle platform, you will permit employees or agents of Funding Circle on reasonable notice and during business hours to attend and inspect your premises and inspect any secured assets and any of your books, accounts and records and to make copies of any such information. You agree to meet with any such employee or agent within 21 days of request by Funding Circle, and answer all reasonable queries of such employee or agent.
1.10 If you are, or at any time become, aware of any current or future claim (or potential claim) by HM Revenue & Customs (or any other governmental department or agency or other public body) against you, you may not accept a loan unless you have provided Funding Circle with full details of such claim (or potential claim) and we have agreed in writing that you are still eligible to accept loans.
2. Username and password
2.1 On registering with us, you must provide a username and email address, enter a password and provide answers to three security questions. These must be used in order to access certain restricted parts of the platform. Each time you access your Funding Circle borrower account you will need to enter your email address, password and answer one security question. Your username and password are personal to your Funding Circle borrower account and are not transferable without our prior written consent.
2.2 Your username, password and the answers to security questions are the methods used by us to identify you and so you must keep them secure at all times. You are responsible for all information and activity on the platform by anyone using your username and password whether or not authorised by you. If you authorise an employee, sub-contractor, agent or other representative (including any intermediary) to use your Funding Circle borrower account, you will be responsible for their activity on the platform. Any breach of security, loss, theft or unauthorised use of a username, password or security information must be notified to us immediately using the contact details given at clause 17 below.
2.3 You agree not to adapt or circumvent the systems in place in connection with the platform, nor access our system other than by using the credentials assigned to you and by following the instructions that we have provided for that time of connection.
2.4 We reserve the right not to act on your instructions where we suspect that the person logged into your Funding Circle borrower account is not you or we suspect illegal or fraudulent activity or unauthorised use.
3. The borrowing process
3.1 Where you are a limited company or an LLP, we may require directors and/or shareholders or members (as the case may be) to give a personal guarantee before any funds are released by us to you.
3.2 If your finances, business, governance structure or shareholder positions materially changes prior to Funding Circle releasing funds to you, Funding Circle may terminate the loan immediately without notice and in its absolute discretion. You will remain liable for any interest incurred between acceptance and termination.
3.3 Funding Circle gives each loan a risk band classification at the time a loan request is processed, which is based on information included in your application and the results of an online check made with credit reference agencies such as CreditSafe, Equifax or Experian. Funding Circle does not check or edit the information submitted or uploaded by a borrower.
3.4 The interest rate for each loan is fixed by Funding Circle, on the basis of a number of factors including term and risk band. The fixed interest rates are reviewed regularly by Funding Circle and can be changed at any time. If you receive an offer prior to your acceptance of the Key Contract Terms (which set out the specific details of a loan), the interest rate in the offer is subject to change if the interest rates on the platform generally are changed. Once you have accepted the Key Contract Terms, the interest rate will not be changed. If your loan is re-listed on the Funding Circle platform at any time, it will be re-listed at the interest rate applicable at the time of the new listing.
3.5 If we agree to allow your application onto the Funding Circle platform, and provided you have satisfied our application and assessment criteria and conditions, you will have the opportunity to review and accept the Loan Contract, comprised of the Key Contract Terms and Loan Conditions (it being understood that a binding Loan Contract shall not be formed unless and until your loan is fully funded and the listing is closed. Provided you accept the terms and conditions of the Loan Contract, and save for the exercise of our discretion as provided for in these Terms, your loan request will be listed on our marketplace. Once you have accepted a Loan Contract it cannot be cancelled by you (though, after funding and once in full force and effect, it can be repaid at any time as described in clause 5.3 of these Terms).
3.6 If listed by us on our platform, we will randomly allocate your loan to either the partial loan marketplace or to the whole loan marketplace (although we may allocate your loan to a specific market if we consider it reasonable to do so in good faith with regard to our relationship with investors on the platform). If your loan is allocated to the whole loan market it will be available to investors for one of them to lend the full amount requested.
3.8 Once the loan request is listed, prospective investors will start bidding to lend to you parts or the whole of the amount you have requested.
3.9 The listing process shall expire on the earlier of (i) the date your loan request is fully funded, (ii) the date falling 7 calendar days after the date the listing is commenced (unless otherwise extended by Funding Circle in its absolute discretion) and (iii) the date on which we de-list a loan where we have exercised our discretion to do so.
3.10 The information on the loan request page can be edited at any time before the request is listed. After the loan has been listed you cannot amend the loan request page until the listing period expires, or if you accept a loan you will not be able to amend the loan request page until such time as the entire loan has been repaid in full.
3.11 Funding Circle's principal role is to perform introductory functions on behalf of borrowers and investors in order to bring together prospective borrowers and investors, to provide a stream-lined process for entering into loans (including the development of standard form loan agreements) and to facilitate the payment and collection of sums due under or in connection with those loans (including certain limited actions upon a borrower's default as set out in these terms and conditions).
3.12 While Funding Circle adds value to the credit analysis as part of our loan application review and credit assessment processes, the provision of a risk band classification is intended to be informative only and an investor must form its own opinion regarding the creditworthiness of a borrower and undertake its own research, analysis and assessment of each borrower for each loan and, where appropriate, seek its own independent financial advice.
3.13 Save in certain specified circumstances, Funding Circle does not edit the information submitted or uploaded by borrowers which it then makes available to prospective investors via the Funding Circle platform and, therefore, we cannot guarantee its accuracy. Accordingly, we accept no responsibility or liability for the accuracy of the information provided by borrowers to prospective investors or the risk band classifications. Funding Circle may from time to time, but accepts no obligation to, update or amend borrower's information or the risk band classification (including between when the loan request is first made and when it is entered into, and during the term of any loan). You agree that you shall inform us if any information we publish about you is untrue, inaccurate or misleading in any material respect.
3.14 A Loan Contract is not formed unless and until the loan request is fully funded and the listing is closed (the “Listing Close Date”) but, if a loan request is fully funded, the Loan Contract with the relevant offering investor(s) for the loan (and each of its respective loan parts) shall automatically come into effect and shall be legally enforceable on and from the Listing Close Date.
3.15 If the loan is not fully funded within the relevant listing period, or if we have exercised our discretion to de-list a loan, then your loan request will be cancelled, and any funds bid will be released back to investors. If the loan is fully funded, the money will then be transferred from each of the relevant Funding Circle investor accounts by us to your Funding Circle borrower account where it can be transferred to your bank or building society account.. Interest shall start to accrue on and from the Listing Close Date. You will be sent details of the repayment schedule by email, and you will also be able to view this in your account.
3.15 Each loan will be for the period specified in the Loan Contract applying to it.
3.16 In all Loan Contracts and loan transfer documentation we will quote an investor's address as being "c/o Funding Circle Limited" and state Funding Circle's postal address. Each borrower agrees that all notices and communications to be given to an investor will be sent to Funding Circle on that investor's behalf and that this is sufficient to identify the investors for the purposes of the Loan Contracts. Details of relevant investors are available to you upon request.
4.1 We charge a completion fee of 1.5-6% depending on the term and the risk grade assigned by us. This completion fee is included in the total charge for credit in the Key Contract Terms and is deducted from the amount borrowed before it is transferred to you so you will receive the amount borrowed less the completion fee. Where an application is made by a registered introducer on your behalf, a different completion fee may be charged. On your request, a registered introducer must disclose its share of the fee charged.
4.2 Where the loan is a large asset finance loan, the completion fee above shall include the finance arrangement charge of £100 payable by a borrower to Funding Circle Asset Finance Limited under the relevant conditional sale or lease agreement. There will also be an additional charge of £10 plus £1 per quarter payable on the final asset purchase completion date, and this will be detailed in the conditional sale or lease agreement itself.
4.3 In addition, we have the right to charge an annualised fee (the "Servicing Fee") equal to 1% of the outstanding principal (or such other amount as shall be notified by us to investors and borrowers from time to time) to cover the costs of running the website and administering the loans. The Servicing Fee, if any, is included in the rate of interest stated in the Key Contract Terms (and the rate stated in the Key Contract Terms will never be increased) and will be taken directly from loan repayments. This fee does not cover the costs of our credit analysis which we carry out as part of our credit assessment processes, which is a no-cost added value arrangement only.
4.4 We may choose to waive or reduce the above stated fees from time to time.
5. Repaying the loan
5.1 The amount of the monthly or other scheduled repayments payable to investors in respect of the loans will be set out in the Loan Contract, and a detailed payment schedule will be provided to you following the Loan Contract being in force (and such information is also available through your account on the platform).
5.2 We will collect the repayment amounts each month or as otherwise set out in the Loan Contract from your bank or building society account using direct debit or debit card repayments, or using credit card repayments. We will charge a fee for each repayment made using a credit card. We will collect the repayment amount due up to 5 days before the date specified in the Loan Contract in order to ensure that funds are received and distributed to investors.
5.3 The monthly or other scheduled repayments payable by you to each investor can be viewed in the My Account section of the platform. You may repay an entire loan early at any time at no extra cost provided you pay the principal amount outstanding together with the interest due until the end of the month in which the loan is so repaid.
5.4 In certain circumstances, Funding Circle may (but is not obliged to) enforce certain terms of each Loan Contract on behalf of the Investors under it. In doing so, Funding Circle is authorised to act as agent on behalf of the relevant investors (in accordance with its agreed terms and conditions with the investors) in taking such action.
6.1 If your loan is a secured loan, the following security provisions will apply:
(a) If your loan is a secured loan, each loan and your obligations under the Loan Contract will be secured by way of an all assets security agreement and/or a chattels mortgage and/or a legal mortgage.
(b) If your loan is a secured property finance loan, each loan and your obligations under the Loan Contract will be secured by way of a legal mortgage (and in some cases an all assets security agreement and/or assignment of rent or contracts).
(c) If your loan is a Property Finance Loan (secured by a Legal Mortgage), a Secured Loan (secured by an All Assets Security Agreement) or a Chattels Mortgage, you shall at your own expense execute and do all such acts and things as the Investors, Funding Circle or (if applicable) the Security Holder may require which are necessary or desirable for perfecting or protecting the security intended to be granted by that mortgage or security agreement. If the Legal Mortgage, All Assets Security Agreement or Chattels Mortgage (as applicable) becomes enforceable, you shall also do all such acts or things required to enable the realisation of all or any part of the assets which are subject to that mortgage or security agreement and the exercise of all powers, authorities and discretions vested in the Investors, the Security Holder or in any receiver of all or any part of those assets. You acknowledge that all security held and to be held by the Investors or the Security Holder shall secure all of your liabilities to the Investors of whatever nature.
(d) The security will be held in the name of Funding Circle Trustee Limited ("FCTL") or, in the case of a property finance loan, in the name of Funding Circle Property Finance Limited ("FCPFL"), each being a separate wholly owned subsidiary of Funding Circle Limited, whose sole purpose is to hold security for and on behalf of Investors and to hold the legal rights, title and interest to any loan that has defaulted.
(e) In the event that you fail to make a payment when due or default in meeting any of your material obligations in respect of the loan, you agree that (in addition to us taking steps to collect the outstanding debt) we may (once the loan has been assigned in accordance with clause 8.4) instruct FCTL or, as relevant, FCPFL , to enforce any such security on behalf of the relevant Investors.
6.2 Where FCTL or FCPFL holds an all assets security agreement, assignment, legal mortgage and/or chattels mortgage in respect of a particular loan that security agreement, assignment, legal mortgage and/or chattels mortgage will generally operate to secure all monies due from you to all investors on the Funding Circle platform from time to time, and generally be assignable by FCTL or FCPFL to any other third party who may acquire all of the rights of investors under the related Loan Contracts.
6.3 You agree that FCL, FCTL and FCPFL shall be entitled to be repaid and indemnified in respect of all costs incurred by them in connection with any necessary or desirable registration or enforcement of the security constituted by any all assets security agreement, assignment, legal mortgage or chattels mortgage or any other security held from time to time in respect of your obligations under the Loan Contract at Companies House, the Land Registry or any other body (as may be appropriate) and that you will, on demand, pay to FCL, FCTL and FCPFL (as security holder on behalf of the investors) all such costs and expenses.
7. Large Asset Finance Loans
7.1 If your loan is a large asset finance loan, the loan shall be used by you in procuring the use of a specific business asset or assets. It must be paid by you to Funding Circle Asset Finance Limited ("FCAF"), a separate wholly owned subsidiary of Funding Circle Limited (along with any deposit payable by you to FCAF under the applicable conditional sale or lease agreement) to satisfy the payment of the asset procurement charge and the finance arrangement charge under the applicable conditional sale or lease agreement. In such circumstances, you agree that the principal amount of the loan may be remitted directly to FCAF to satisfy your obligation to pay the asset procurement charge and the finance arrangement charge.
7.2 Should you miss any payments or default in meeting any material obligations on the loan, you are likely to lose the use of the business asset or assets funded by the loan.
7.3 Where FCAF have taken the steps outlined at clause 8.6 below, you agree that FCAF shall be entitled to be repaid and indemnified for all costs incurred by FCAF in recovering the business asset or assets and that you will, on demand, pay to FCAF (as asset financier) all such costs.
8. Missing payments
8.1 If at any time you believe that you may not be able to make one or more repayments under a Loan Contract, please contact us immediately. If you miss a payment or only partially pay the amount due, we (ourselves or through an agent acting on our behalf) will contact you and ask you why you have missed a repayment, and we will attempt to collect the payment. We reserve the right to contact you by any method necessary including, without limitation, by letter, email, phone call, SMS or by sending private messages to your affiliated social media accounts.. If our reattempt to collect the funds fails, 2 days after the payment was due your account will be treated as an overdue account, and we will continue to attempt to collect the funds. We may refer the missed payment to a debt collections agency (the "Collections Agency"), who will attempt to collect the money on the investors' behalf, although we will not apply any collections charges if we do so.
8.2 If payment has still not been made 7 days from the date payment was due, Funding Circle may charge you administration fees up to 15% of the missed payment amount which would be in addition to the loan sums due. This fee will be payable immediately. We may also charge other fees to cover our tracing charges, field agents' costs, litigation costs, expenses and other such fees and in-house collections charges (if the loan is defaulted or becomes 4 months in arrears) incurred by Funding Circle in the course of protecting the interests of the investors.
8.4 If we and/or the Collections Agency is still unable to collect the debt, investors will assign their loan interests to FCTL or FCPFL (the "Security Holder") to hold as legal owner on trust for the investors, FCL (as "Security Agent", acting on behalf of the Security Holder) may take such steps as it considers necessary or desirable to recover the amount owed from you and/or the relevant guarantors, including without limitation to sell the assigned debt to a debt purchaser, instruct third parties to assist with the recovery process, and/or commence formal legal or insolvency action. If such further action is necessary, a collections charge will be added to your debt (see the following link for the bandings of collections charges: https://support.fundingcircle.com/hc/en-us/articles/214639566) in addition to any third party costs (including without limitation any external legal fees). Such costs and charges will be passed on to you as the defaulting borrower (and are payable immediately). In respect of loans completed on or after 28 September 2015, investors may not opt-out of assigning their loan parts or whole loans to FCTL or FCPFL. In respect of loans entered into before this date, investors are able to opt-out of the transfer of their loan parts or whole loans to FCTL or FCPFL but if they do so they undertake to Funding Circle and the borrower (amongst others) in the Terms and Conditions for Investors to act at all times in a fair, transparent and proportionate manner having due regard to the borrower and/or guarantor, and in compliance with all relevant laws, regulations and best practice guidance. For the avoidance of doubt, Funding Circle has no liability to you whatsoever for the conduct of investors in any capacity, and is not obliged under any circumstances to enforce the investor undertaking referred to above.
8.5 Notwithstanding the provisions in clauses 8.1 to 8.3 above, time is of the essence with regard to payment of each monthly repayment. Accordingly, Funding Circle may, if it considers it necessary or desirable, default the loan and demand immediate payment of the full amount of the loan (with all outstanding accrued interest) plus costs and the collections charges if any repayment is missed or only partially repaid (and such missed repayment is not remedied within 10 business days), or if you (or any guarantor of the loan) enters or is deemed to be likely to enter any formal or informal insolvency process, In circumstances where the relevant loan or loans are secured, we will take the steps outlined in clause 6 above.
8.6 In circumstances where the relevant loan or loans are large asset finance loans, FCAF may (or its authorised representatives may), without notice and at your expense, retake possession of the business asset or assets and for this purpose may enter any property, site or premises at which the assets are located as detailed under the underlying conditional sale or lease agreement.
8.7 If we agree a payment plan with you we may, at any time, verify the affordability of the payment plan by requesting information from you, which you will promptly provide, and by carrying out online checks made with credit reference agencies such as CreditSafe, Equifax or Experian.
8.8 If you miss a payment on your original repayment schedule, we may send you payment reminders (by any method necessary, including without limitation, by email, phone call, SMS or by sending private messages to your affiliated social media accounts) unless you expressly ask us not to.
9. Terminating your membership of Funding Circle
9.1 If you no longer want to be a member of Funding Circle and provided you have no Loan Contracts currently in force, you can let us know and we will end your membership.
9.2 We may end your membership of Funding Circle at any time if:
(a) you breach these terms and conditions;
(b) you breach any term or condition (including without limitation any warranty or representation) of the Loan Contract, or any other security document or other document arising from or in connection with you receiving a loan through the Funding Circle platform (including without limitation any Facility Agreement in respect of property finance loans);
(c) you enter into any other new unsecured borrowing arrangement (or any arrangement having the effect of a borrowing) with any third party where the total amount of external finance raised from third parties would as a result exceed the higher of £25,000 and 30% of the total amount lent to you on all existing Funding Circle loans, without the prior written consent of Funding Circle (such consent shall not be unreasonably withheld and this clause shall not restrict you from entering into asset-specific financing or invoice purchasing arrangements);
(d) you give any fixed or floating charge security (or any indemnity or guarantee in respect of any borrowing by any associated or connected party) to any third party after the date that the Loan Contract is entered into without our prior written consent;
(e) you breach the terms of any conditional sale or lease agreement entered into for the use of an asset that is the subject of a large asset finance loan;
(f) we suspect that you have committed fraud, been involved in money laundering or other criminal activities;
(g) you use the Funding Circle platform or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from Funding Circle;
(h) you use the Funding Circle platform in any of the following ways:
(i) in any way that causes, or is likely to cause, the platform or access to it to be interrupted or damaged in any way;
(ii) for fraudulent purposes, or in connection with a criminal offence;
(iii) to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam; or
(iv) to cause annoyance, inconvenience or needless anxiety; or
(j) it comes to our attention that you have provided information to us which we subsequently find to be materially incorrect, inaccurate or false.
9.3 Termination of your membership of Funding Circle will not necessarily result in a termination of any Loan Contract to which you are a party at that time.
9.4 On termination, and once all sums actually or potentially due from you to investors and us have been repaid, we will credit your bank or building society account with any funds left in your Funding Circle borrower account or send a cheque to the address last provided by you.
10. Borrower's agreements with Funding Circle
10.1 Membership of Funding Circle does not in any way constitute an obligation on us to procure funding for borrowers or constitute a warranty or other assurance by us that funding will be available.
10.2 If any personal guarantee is provided of the borrower's obligations, the borrower, directors, shareholders and members represent and warrant that there has been no undue influence or inducement of the guarantor.
10.3 If you are a borrower through the Funding Circle platform, you generally cannot also be an investor while you have loans outstanding. An exception would be where you are lending in your own individual capacity but you happen to be a director or owner of a business borrowing money. We also retain the discretion to grant specific exceptions to this rule.
11. General terms
11.1 The information provided on the platform is directed solely at and is for use solely by persons and organisations that meet the criteria set out in clause 1 above and the equivalent criteria set out in the terms and conditions applying to investors. This platform is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation.
11.2 You are permitted to download and print content from this platform solely for your own personal use or in the course of your business to the extent required to use the services provided on this platform. Platform content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express written consent.
11.3 We are not responsible for content downloaded or posted by investors or borrowers on the platform. We will not edit content downloaded or posted on the platform.
11.4 We will endeavour to ensure that the Funding Circle platform is available for you to use at any time. However, this is not something we are able to guarantee and there may be times when the platform is not available. We will do our best to notify you via our website when we know this service will be unavailable. You can contact us when the Funding Circle platform is not available by emailing email@example.com or calling our customer service team on 020 7401 9111.
11.5 You agree to use the platform only for lawful purposes and in a way which does not infringe the rights of any anyone else or restrict or inhibit anyone else's use and enjoyment of the platform.
11.6 You agree not to use the Funding Circle platform or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from Funding Circle.
11.7 You warrant that you have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the platform is free from viruses and anything else which may have a contaminating or destructive effect on any part of the platform or any other technology.
11.8 The content and material available on the platform is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to buy or sell investments, securities or any other financial services or banking product. If you are unsure about whether a product is suitable you should contact an independent financial adviser.
11.9 You are responsible for all costs incurred by you in accessing the platform.
11.10 We accept no responsibility or liability for your use of content on the platform and such use is entirely at your own risk. While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the platform, we accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate antivirus software on your computer.
11.11 We take reasonable precautions to ensure that our systems are secure. However, information transmitted via the platform will pass over public telecommunications networks. We accept no liability if communications sent via the platform are intercepted by third parties or incorrectly delivered or not delivered.
11.12 The platform may contain links to third party websites. We accept no responsibility or liability for any material supplied by or contained on any third party website which is linked from or to the platform, or any use of personal data by such third party.
13. Intellectual property rights
13.1 Subject to clause 11.3 below, as between you and us, we own all present and future copyright, registered and unregistered trade marks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the platform.
13.2 If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.
13.3 You shall retain ownership of all copyright in data you upload or submit to the platform. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.
13.4 We do not warrant or represent that the content of the platform does not infringe the rights of any third party.
14. Your liability to us
14.1 You shall be liable to us for any loss or damage suffered by us as a result of:
(a) any breach of these terms and conditions or any Loan Contract by you;
(b) your negligence or wilful default;
(c) any fraudulent use of the Funding Circle platform; and
(d) any and all use of your username and password (including as provided for in clause 2.2 of these terms and conditions).
14.2 You shall also be further liable to us as contemplated by clauses 6.2 and 6.4 above in circumstances where a loan is to be a secured loan.
14.3 Save as provided in clause 14.3, you shall not be liable to us for loss or damage which is not foreseeable.
14.4 Nothing in these terms and conditions shall limit your liability for personal injury or death caused by your negligence, by fraud or for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
15. Our liability to you
15.1 We shall be liable to you for any loss or damage suffered by you as a result of:
(a) any breach of these terms and conditions by us; and
(b) our negligence or wilful default or fraud by us or our employees.
15.2 Save as provided in clause 15.3, we shall not be liable to you for loss or damage which is not foreseeable or from circumstances that are beyond our reasonable control.
15.3 Nothing in these terms and conditions shall limit our liability for personal injury or death caused by our negligence, for fraud or for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
16. About us
16.1 Funding Circle Limited is a company incorporated in England and Wales, whose registered number is 06968588 and whose registered office and principal place of business is at 71 Queen Victoria Street, EC4V 4AY, United Kingdom.
16.2 Funding Circle Limited is registered with the Information Commissioner (Z2133885).
16.3 Funding Circle Limited is a member of CIFAS - the UK's leading anti-fraud association.
16.4 Funding Circle Limited is authorised and regulated by the Financial Conduct Authority (FCA) with firm registration number 722513.
16.5 For the purposes of the FCA's Client Money rules, you are not a client of Funding Circle.
16.6 Funding Circle is not covered by the Financial Services Compensation Scheme.
17. Contacting us
17.1 Should you have any questions about these terms and conditions, or wish to contact us for any reason whatsoever, please contact us on the Funding Circle website http://www.fundingcircle.com/.
17.2 If you wish to make a formal complaint, you may do so in person, in writing by post or email or by telephone. Please see our Complaints Procedure here: https://support.fundingcircle.com/entries/27485286-I-want-to-make-a-complaint-what-is-the-next-step-.
18. Amendments to these terms and conditions
18.1 We may update or amend these terms and conditions from time to time to comply with law or to meet our changing business requirements. We may not always be able to give you advanced notice of such updates or amendments but we will always post them on the platform so that you can view them when you next log in. In such circumstances, by continuing to use the platform, you agree to be bound by the amended terms and conditions.
18.2 These terms and conditions were last updated on 25 May 2017.
19. Other important terms
19.1 If any of these terms and conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect.
19.2 All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of the agreement between us for any reason.
19.3 We may, in whole or in part, release, compound, compromise, waive or postpone, in our absolute discretion, any liability owed to us or right granted to us in these terms and conditions without in any way prejudicing or affecting our rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.
19.4 No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these terms and conditions or otherwise.
19.5 Please ensure that you read these terms and conditions and the Loan Contracts carefully as these will bind you and govern your relationship with us and investors. If you are uncertain as to your rights and obligations under them or would like and explanation, please get in touch with us.
19.6 Funding Circle may assign, transfer, novate or otherwise exercise any of its rights under these terms and conditions by itself or through any company or other legal entity which is under the control or ownership of Funding Circle (including without limitation FCTL, FCPFL or FCAF).
19.7 These terms and conditions are governed by English law. In the event of any matter or dispute arising out of or in connection with these terms and condition, you and we shall submit to the non-exclusive jurisdiction of the English courts.
20. Back-up servicer arrangements
20.1 If our platform were to fail or we become insolvent, we would transfer our loan servicing obligations to a third party back-up servicer, Target Servicing Limited, with whom we have entered into a back-up servicing arrangement. Target Servicing Limited is authorised and regulated by the Financial Conduct Authority, number 454569. We reserve the right to use a back-up servicer prior to insolvency where such action is, in our view, in the best interests of all of the investors taken as a whole. If this happens:
(a) your repayment obligations and the process for collecting these repayments will remain unaffected;
(b) the My Account page on the platform and the rest of the platform will not be available for access by you; and
(c) you will have the same right to repay your whole loan early; and
(d) the back-up servicer will be entitled to collect the Servicing Fee from you and to enforce all of our other rights under these terms and conditions, and all outstanding loan agreements, pursuant to the Contracts (Rights of Third Parties) Act 1999.
1. Introduction and Summary
2. Collecting your Information
How do we collect your information and what do we collect?
2.1 If you engage with us in any way, we may collect the following information about you in a number of ways:
2.2 If you wish to become a member of the marketplace you will need to provide us with the following information, which we may also collect from third parties:
2.3 In addition to the personal and financial information you submit or we collect as described above, we may also collect information about your computer (including, where available, your IP address, operating system and browser type), your interaction with the marketplace and our website, and email performance data, including for the purposes of marketplace administration and service improvement. See our Cookies Policy for more information.
2.5 We may, particularly in relation to Borrowers, Investors or guarantors, be given sensitive personal information (such as medical information or criminal records). Where relevant, we will hold and process this information to allow us to make decisions about you and your accounts with us or with which you are connected. This may involve us sharing such information with your Agents. We will process sensitive personal information only in accordance with the requirements of applicable privacy law.
2.6 Where you provide information about other people (for example, if you represent a Borrower and you provide information about directors, partners, members, shareholders or beneficial owners other than yourself) then you confirm:
3. Using and disclosing your information
Using your information
3.1 We collect, store and use your personal information:
Disclosing your information
3.2 We may disclose your personal information:
in which regard:
3.3 Save as expressly provided above, or otherwise without your consent, Funding Circle will not disclose, sell or rent your personal information to any third party.
3.4 We are part of a global group of companies and, in order to support our business in the most efficient manner possible, we share infrastructure and functions across our business internationally. This means that we may transfer your personal information to, or your personal information may be accessible in, any location in which we do business. If your information is transferred to a country which is not considered by the European Community to adequately protect of personal data (such as the USA), we will always take steps to ensure that your information is protected and that such transfers comply with applicable privacy laws.
3.5 We may transfer your information to other countries, including those outside the European Economic Area either for storage purposes or where we engage suppliers, sub-contractors or third party data processors who are based or have operations overseas. We will always take steps to ensure that your information is protected and that such transfers comply with applicable privacy laws.
4. Credit Reference and Fraud Prevention Agencies
Credit Reference Agencies (‘CRAs’)
4.1 From time to time we undertake credit reference checks against Borrowers and Investors (and against directors, partners, members, shareholders and beneficial owners of Borrowers and Investors), guarantors and Agents:
and by proceeding with an application then you consent to this.
4.2 When CRAs receive a search request from Funding Circle they will:
4.3 We will give details of all loans taken through the marketplace and how they are managed to the CRAs. If you borrow and do not repay in full and on time, the CRAs will record the outstanding debt and, in some cases, the length of time that the debt remains outstanding; other organisations may see these updates and this affect your ability to obtain credit in the future.
4.4 Any records shared with CRAs will remain on file for six years after your account is closed, whether any outstanding sums have been settled by you or following a default.
4.5 You can contact the CRAs currently operating in the UK. The information they hold may not be the same so you may consider contacting them all. They will charge you a small statutory fee. They are:
False information and Fraud Prevention Agencies (‘FPAs’)
4.6 If you give us false or inaccurate information or if we suspect or identify fraud we may record this and may also pass this information to FPAs (such as CIFAS) and other organisations involved in crime and fraud prevention including law enforcement agencies.
4.7 We and other organisations may access and use (a) this information in order to prevent fraud, money laundering or other criminal activity (for example, by checking details on credit applications, for managing credit and recovering debt), (b) information recorded by FPAs from other countries, (c) checking details on proposals and claims for all types of insurance, and (d) checking details of job applicants and employees.
4.8 Please contact us if you want to receive details of the relevant fraud prevention agencies.
5. Accessing and correcting your information
You may, at any time:
6. Opting out
You may, at any time:
Please contact us to tell us if you have changed your mind or, in relation to email marketing, unsubscribe following the link on an email you have received.
7. Security and other Third Parties
7.1 Whilst Funding Circle takes appropriate technical and organisational measures to safeguard the personal information that you provide to it, we accept no liability if communications are intercepted by third parties or incorrectly delivered or not delivered.
7.2 If Funding Circle transfers your information to third parties we will take steps to ensure that such transfer and any on-going processing by such third parties is carried out securely and in accordance with applicable privacy law.
7.4 You also have a responsibility to ensure that your information is kept secure. If you are a member of our marketplace, you must:
8. Contact Us
You can contact us at firstname.lastname@example.org.
9. About Funding Circle
9.1 Funding Circle Limited is a company incorporated in England and Wales, with registered number 06968588 and registered office at 71 Queen Victoria Street, London EC4V 4AY.
9.2 Funding Circle Limited is registered with the Information Commissioner with registration number Z2133885.
9.3 Funding Circle Limited is authorised and regulated by the Financial Conduct Authority (FCA) with firm registration number 722513.
1. These Terms and Conditions
1.1 The Funding Circle API is an application programming interface that allows authorized investors to produce or use bespoke third party software applications to interact with the Funding Circle platform.
1.2 The API allows investors to retrieve business profiles listed on auctions, bid on new loan requests, participate in question and answer sessions on auctions, and buy or sell loan parts on the secondary market.
1.3 In consideration of Funding Circle providing to you an access token to the API, you agree that you are and shall remain bound by these Terms and Conditions. If you are unable to comply with any of the terms or conditions set out below, you must immediately cease using the API and disable any lending applications in your control.
“API” means the Funding Circle Application Programming Interface.
“Lending applications” means third party software systems that transmit, retrieve, display or manage data provided through the API.
“Systems” or “platform” means the Funding Circle website, the API, any other online services provided by us and any data managed by, displayed on or transmitted from such services.
“Terms and Conditions for investors” means the Funding Circle terms and conditions for investors as set out at www.fundingcircle.com/home/terms-and-conditions, as amended or updated from time to time.
"We", "us" and "our" means Funding Circle Limited and any holding company or subsidiary company of Funding Circle Limited from time to time.
"You" and "your" mean a user of the platform and the services provided via our systems, whether as an individual or on behalf of an entity which meets the investor criteria set out in the Terms and Conditions for investors.
3.1 If you are a investor on the Funding Circle platform you can request an access token from the following link: www.fundingcircle.com/api/sign_up/new. You will need to be logged in to your Funding Circle account to do this.
3.2 Even if you have more than one Funding Circle account, you will only receive one access token. Therefore, you must ensure that you request an access token from the account that you intend to use for lending through the API.
3.3 Funding Circle may prevent a investor from lending through the API where we believe that such investor may act, or attempt to act, in a way that could (in our opinion) be disruptive to the platform, or to the market created by the platform, or to other investors or borrowers on the platform.
3.4 Funding Circle may discontinue the availability of some or all of the API at any time.
3.6 Funding Circle may suspend or terminate your use of all or any of the API at any time if:
(a) we believe your lending application is not in our members’ best interests;
(b) you breach these Terms and Conditions;
(c) you breach any term of the Terms and Conditions for investors;
(d) we suspect or become aware that your lending application infringes our intellectual property rights or those of a third party.
3.7 On termination your licence to use the API will immediately cease and your access token will no longer be valid. You must immediately cease all use of the API and delete or remove the API and any copies of it in your possession, custody or control.
3.8 We may discontinue the availability of some or all of the API features or of access to the platform without prior notification.
4.1 You assume full responsibility for any lending applications developed by you, and you indemnify us and agree to keep us fully indemnified against any loss, damage, cost and expenses (including without limitation reasonable legal fees) whatsoever caused or incurred by us as a result of such lending application, whether such loss, damage cost or expense directly or indirectly arises from or in connection with (without limitation): software bugs; security vulnerabilities; unintended behaviour of such lending application; any breach of these Terms and Conditions; or any actual or alleged infringement of our intellectual property rights or those of a third party.
4.2 The API is provided “as-is”, and Funding Circle does not represent or warrant that the API is error-free and that any information retrieved or transmitted through the API is timely or correct. Funding Circle will not be liable for any losses directly or indirectly arising from or in connection with the lending applications or the use thereof, save that this clause 4.2 shall not limit our liability for fraud or for any other liability the exclusion or limitation of which is not permitted by applicable law or regulations.
5. Use of the API
5.1 In consideration of you agreeing to use the API in accordance with these Terms and Conditions, we grant you a non-exclusive, revocable, non-transferable licence to use the API in accordance with these Terms and Conditions.
5.2 You will not:
(a) attempt to obtain an access token to another investor's account;
(b) use multiple access tokens to attempt to circumvent restrictions imposed on the API or specified in these Terms and Conditions or in the Terms and Conditions for investors;
(c) share your individual access token with a third party in order to give them indirect unauthorized access to the API or any other Funding Circle content or use such credentials shared with you by another investor;
(d) attempt to circumvent any restrictions or policy put in place by Funding Circle in order to obtain an unfair advantage over other investors;
(e) act in a way that seeks to disrupt service through the platform in any way, including without limitation reverse engineering the API or any part of the platform, implementing features or practices that harm the professional reputation of any Funding Circle staff or users, removing any material that you have received through the platform;
(f) use the API in applications that are illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”;
(g) cache other users’ access tokens to the API or any other access credentials to the platform; and/or
(h) sell or lease any lending application that you create to another investor or any other third party for the purpose of personal financial gain.
5.3. Your lending application must:
(a) cache data for performance in a manner that does not create unnecessary requests to the API;
(b) make requests to the API containing the minimum possible amount of information required to obtain the information or perform the action you require; and
(c) be able to handle errors, exceptions or other software or hardware problems gracefully.
5.4 If your lending application is used by any other Funding Circle investors you must:
(b) include these Terms and Conditions in your distribution;
(c) explicitly specify in your terms and conditions that your product is not officially endorsed by or affiliated with Funding Circle.
5.5 You must ensure that your network, operating system and any third party software services that you use are properly configured to securely operate your application.
5.6 Save where we have otherwise agreed and in respect of loans where there is only one investor, an API User is not permitted to bid for loan parts in a loan which add up in total to more than 20% of the requested amount for that loan. If the total amount of accepted bids in a live auction is equal to 20% of the loan request, the API User will not be permitted to bid further through the API.
6. Use of content
6.1 We (or our licensors) own all present and future copyright, registered and unregistered trade marks, design rights, unregistered designs, database rights and all other present and future intellectual property rights existing in or in relation to the API. You acknowledge that you have no rights in the API other than the right to use it in accordance with these Terms and Conditions.
6.2 If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.
6.3 You must not:
(a) use Funding Circle content in any advertisements or for the purposes of targeting advertisements anywhere;
(b) use Funding Circle content to generate mass messages, promotions or offers for any reason; and/or
(c) use any Funding Circle brand, trademarks, trade names, service marks or logos in your bespoke lending application.
7. Storage of content
You cannot store on any device or system, for a period of more than 30 days, the following information obtained through the API:
(a) any information listed by Funding Circle about a borrower on the platform including without limitation: business profile information, credit scores, financial accounts, outstanding business loans and credits, answers to questions posted by investors, any information that could be used to identify the directors of the business or any staff members that the business employs, the reason for taking out the loan, the number of years trading, information about assets or director guarantees;
(b) any information about other Funding Circle investors participating in auctions including without limitation: investor user names, bid amounts and bid rates for any bids placed; and
(c) any information that could be used to identify a investor from whom you have purchased a loan part on the secondary market.
8. Lending restrictions
8.1 API consumers cannot place more than one bid every 20 seconds, applicable to the entire loan request marketplace.
8.2 Funding Circle reserves the right to impose additional restrictions for individual users at any time and from time to time, in our absolute discretion and without prior notice or liability to you.
9. Independent development
9.1 Funding Circle will not assist with any development, testing or configuration of lending applications. However, we will use reasonable endeavours to look into potential errors, bugs or service failures that are reported by API consumers.
9.2 You acknowledge that Funding Circle may be independently creating applications, content or other products and services that may be similar or competitive to your own lending application. Nothing in these Terms and Conditions will be prevent or restrict Funding Circle from creating any applications, content or other items.
10.1 Funding Circle intends to keep the API free of charge. However, Funding Circle may charge for the API and related service at any in the future, but any such charges shall not be retrospective.
10.2 You are responsible for all costs incurred by you in using the API.
11.1 Subject to these Terms and Conditions, you may promote your lending application, including talking about it with other users, sharing your code, as long as you do so truthfully, accurately and without implying that your code, services or software is in any way affiliated or endorsed by us. However, you may not issue any formal press release via traditional routes or online media referring to Funding Circle without our prior consent.
11.2. We may publicly refer to you, orally or in writing as a licensee of the API. You hereby give us irrevocable and unconditional consent to publish the name of your application on our website, in press releases and in promotional materials as we see fit from time to time.
12.1 Funding Circle will monitor information transmitted to and from its services.
12.2 You will assist Funding Circle in verifying your compliance with these Terms and Conditions, by providing to us information about your lending application when requested by us, including without limitation access to your lending application or content displayed, transmitted to or from it and any other materials that would help us establish whether you are compliant with these Terms and Conditions.
12.3. If you are in breach of any of your obligations under these Terms and Conditions, or otherwise if we cease to provide some or all of the API or related services, immediately on our request you will delete any content received by or stored by your lending application .
We may update or amend these Terms and Conditions from time to time to comply with law or to meet our changing business requirements. We may make changes without your specific agreement and we may not always be able to give you advanced notice of such changes, but we will always post any changes on the website so you can view them when you next log in. By continuing to use the API, you agree to be bound by the terms of any updates and amendments implemented in accordance with this clause.
14.1 If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, such term shall be severed from this agreement but all other tersm and conditions shall remain in full force and effect.
14.2 All disclaimers, indemnities and exclusions in these Terms and Conditions shall survive termination of the agreement between us for any reason.
14.3 We may, in whole or in part, release, compound, compromise, waive or postpone, in our absolute discretion, any liability owed to us or right granted to us in these Terms and Conditions without in any way prejudicing or affecting our rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.
14.4 No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.
14.5 These Terms and Conditions are governed by English law. In the event of any matter or dispute arising out of or in connection with these Terms and Conditions, you and we shall submit to the non-exclusive jurisdiction of the English courts.