Effective from 21/11/2023

Terms & Conditions

Part A – General Terms & Conditions

1. Introduction
   1. These terms and conditions (this "Agreement"), which includes the privacy policy accessible at Privacy Policy, govern the web-based peer-to-peer lending marketplace operated at www.investandfund.com ("the Service") by Invest and Fund Limited, whose details appear in Clause 11.1 ("we", "us" and "our"). The Service enables lenders ("Lenders") to lend money directly to (or purchase all or part of loans already lent to) borrowers (each a "Borrower") for the mutual benefit of both the Lender and the Borrower. This Agreement governs the use of the Service by any person whose application to use the Service we accept whether as a Lender or a Borrower ("you", "your" (such terms referring to either Lenders or Borrowers or both unless in each case the context requires or indicates otherwise)).
   2. Part A of these Terms and Conditions sets out the terms that apply to all Lenders and Borrowers.
   3. Part B sets out additional terms that only apply if you are a Lender and you have applied for and been accepted to have an innovative finance individual savings account as permitted by and in accordance with the Individual Savings Account Regulations 1998 managed by us (an "Invest and Fund ISA") and to the extent you make loans from your Invest and Fund ISA. If there is any conflict between any specific term in Part A with any specific term in Part B then the specific term in Part B will take precedence.
   4. Part C of these Terms and Conditions applies to those Lenders who have appointed and instructed us as their agent to automatically make Offers for and to make and purchase Loans on their behalf under the Service. These Lenders are referred to as "Mandated Lenders" below and the Loans they make or purchase as "Mandated Loans". For the avoidance of any doubt, unless the context requires otherwise, references to the term "Lender" includes Auto-lend Lenders and references to the term "Loans" includes Auto-lend Loans. The facility to make or purchase Auto-lend Loans is provided at our discretion and may be withdrawn at any time on notice.
   5. Lenders may be permitted to instruct us to make or purchase Auto-lend Loans and certain Lenders also reserve the right to make or purchase Loans themselves (referred to below in this capacity as "Self-Directed Lenders"). We may impose limits from time to time on the total amount of Loans made or purchased and specify a minimum amount of funds held on a Lender Admin Account that are required in order for a Lender to be permitted to be a Self-Directed Lender and/or which will operate as a threshold below which they are only permitted to participate as an Auto-lend Lender. We may also specify a minimum amount that must be held in the Lender Admin Account in order to be able to participate as an Auto-lend Lender. A Self-Directed Lender may also decide to request that we allocate a certain amount of the funds on its Lender Admin Account as Auto-lend Loans (and so the same Lender may be a Self-Directed Lender and an Auto-lend Lender).
   6. You should read this Agreement carefully and download or print a copy for your own records. By selecting the "Activate My Account" button on the registration screen within the Service you agree to be bound by and to comply with the provisions of this Agreement. If you are acting on behalf of a limited company, a limited liability partnership (a "LLP") or other entity you confirm by such acceptance that you do so with their authority and that they agree to be bound by and to comply with this Agreement.
   7. Our role is to facilitate the matching of Lenders and Borrowers in accordance with the terms of this Agreement. Although we are a party to this Agreement, we are not a party to any loan contract agreed between each Borrower and the Lenders to it via the Service ("Loan Contract") in any capacity other than as an agent for the relevant Lenders and other persons referred to as the Finance Parties in the Loan Contract (the "Finance Parties") on the limited terms set out in this Agreement. We do not, by acting as agent, accept any liability to Borrowers (or Lenders) under any Loan Contract and, while we provide the Service to enable you to seek Lenders or Borrowers (as the case may be) in accordance with the terms of this Agreement, we do not undertake to find Lenders or Borrowers for you. Neither do we undertake to disperse funds available to be allocated to Auto-lend Loans within any minimum or other period. The term "Loan" refers to each loan made under or pursuant to a Loan Contract using the Service and the term "Finance Documents" refers to the Loan Contract and all other agreements entered into thereunder.
   8. Self-Directed Lenders are given the option to lend directly in response to individual application to borrow money via the Service initiated by a Borrower (a "Loan Request") or to purchase Loans as they select as already made by another Lender (in accordance with Clause 6).
   9. Any analysis, synopsis, credit assessment, development appraisal or information we or anyone else may provide in relation to any Borrower or proposed loan (including any information concerning any property or other security or guarantees being offered for the proposed loan and the providers of the same) is intended to be informative only. Each Lender must either specify criteria acceptable to us under which Auto-lend Loans will be made (which must be acceptable to us in our discretion) or must otherwise always form its own view of the credit standing of a Borrower and any guarantor (and of the benefit and value of any security or guarantees being offered) and, where appropriate, seek its own independent financial and legal advice. You may not rely on any such materials we prepare.
   10. We do not accept any responsibility for the ability or likelihood of any Borrower or Lender being able to meet its financial and other obligations whether under this Agreement or any Loan Contract or for the efficacy, value or legal effect of any security or guarantees entered into by Borrowers or others (including when making Auto-lend Loans). The obligations of the Lenders whose offers to lend money via the Service as a Lender (an "Offer") are accepted are several obligations owed by each Lender to the relevant Borrower and are not guaranteed or underwritten by us. The term "Offer" includes offers to lend made by us on Lenders behalf as proposed Auto-lend Loans.
   11. Whilst we would expect that lending with the benefit of security over real property will provide additional comfort to Lenders as to the likelihood of their being repaid, there can be no certainty that if security does need to be enforced the available proceeds will be sufficient to discharge all of the obligations of that Borrower to Lenders. If security is enforced Lenders may only be entitled to recover a proportionate share of the amounts they have lent and there may be other creditors of that Borrower that will have prior claims. The existence of security should not therefore be regarded as a guarantee of certain repayment if a Borrower fails to meet its obligations to Lenders.
   12. We may allow a Borrower to invite separate Loan Requests secured by the same or similar security packages but on the basis that the security for one Loan Request or subsequent Loan Requests will be senior ranking and another junior or mezzanine ranking. If Loan Requests are proposed on this basis an intercreditor or priority deed will be entered into by the Security Trustee to record the ranking of the security, the priority of the rights of repayment and payment and to address other matters relevant to the relationship between the two security packages. A copy of this intercreditor or priority deed will be disclosed with the Loan Requests. In this event we may restrict who is eligible to see and make Offers for the different Loan Requests and additional security may separately be provided for the junior or mezzanine ranking Loan Requests.
   13. Although references are made to Lenders throughout this Agreement in the plural, this does not detract from or alter the fact that each Lender is under any Loan Contract making available to the Borrower a separate and several loan which is (subject to this Agreement) enforceable by the Lender separately and independently of any other Lender who also makes an Offer in response to the Borrower's Loan Request which the Borrower accepts. Also nothing precludes there only being a single Lender who makes an Offer to a given Borrower in response to that Borrower's Loan Request.
   14. References in this Agreement to a "working day" means any day other than a Saturday, a Sunday or a public holiday in England.
2. Eligibility and application process
   1. To be eligible to apply to use the Service as a Lender you must be a resident of the United Kingdom, excluding the Channel Islands and the Isle of Man ("UK"), who:
      1. is an individual person or persons (including individuals acting in partnership), a limited company, a limited liability partnership, public body or other legal entity in each case with a valid bank account at a UK bank or building society and which may include a person or persons acting as a trustee or trustee for others if first disclosed to and accepted by us;
      2. if you are lending in your capacity as an individual person, is at least 18 years old;
      3. if you are a limited company or LLP, is incorporated within the UK and is registered at Companies House;
      4. (unless first disclosed to and accepted by us) is merely investing your own money and not lending in the course of any business.
   2. If a prospective Lender does not meet the criteria listed above, they may be permitted to become a Lender but only if we expressly agree to their doing so notwithstanding the omission (in which event you should contact us via the ' Contact us' page on our website).
   3. If you cease to satisfy the above criteria you must advise us in writing as soon as possible.
   4. To be eligible to lend under the Service as an individual person we will need to be satisfied as to your eligibility to make or purchase Loans within the criteria specified by the FCA from time to time applicable to peer to peer lending platforms and marketplaces. We will require that you certify your status within the range of criteria we tell you is potentially applicable and it is your responsibility to advise us promptly should you cease at any time to meet the stated criteria.
   5. If you self-certify in accordance with the above process described in Clause 2.2 above as a 'Certified Retail' Lender then you will only be permitted to make or purchase loans as an Auto-Lend Lender. We may in our discretion notify other criteria or considerations that may also apply to restrict Lenders to only making or purchasing Loans as an Auto-Lend Lender.
   6. To be eligible to apply to use the Service for the purpose of borrowing money via the Service as a Borrower you must:
      1. if you are borrowing in your capacity as an individual person (or a partnership of individual persons), be at least 18 years old;
      2. if you are a body corporate, be incorporated or established in the UK;
      3. have a permanent place of business and residency, or centre of main interests, in the UK; and
      4. hold a UK bank account.
   7. If you cease to satisfy the above criteria you must advise us in writing as soon as possible.
   8. If you apply to be a Borrower we may carry out credit and fraud checks on you, your director(s) or members (in the case of bodies corporate) and your business.
   9. Lenders and Borrowers must both provide us with all information requested during the application process and comply with all our identification and anti-money laundering requirements to enable us to comply with all laws, regulations, rules and regulatory guidance applicable to the Service ("Applicable Law") and we may require you to send us copies of relevant passports or other documentation sufficient to verify your identity. If you are acting on behalf of others we will require sufficient details of the beneficial owners of the funds you administer to satisfy our obligations under Applicable Law.
   10. As a part of the application process you must register with us the details of a bank account or building society account based in the UK and opened in your name ("your Nominated Bank Account"). If at some future date you wish to change Your Nominated Bank Account, you may need to be re-identified for anti-money laundering purposes.
   11. We reserve the right, in our sole discretion, to refuse to register you to use the Service as either a Lender or Borrower for any reason and we may restrict the extent of your permitted activity under the Service at any time in our discretion.
   12. Upon completion of the registration process, including satisfaction of any required verification checks and acceptance by us of your application:
       1. if you choose to be a Lender, we will open a data account in your name in our systems with a unique account number that enables you to lend via the Service, subject to the provisions of this Agreement ("Lender Admin Account"). Your Lender Admin Account must be credited on being opened with such minimum amount as we may specify from time to time;
       2. if you choose to be a Borrower, we will open a data account in your name in our systems with a unique account number that enables you to borrow via the Service, subject to the provisions of this Agreement ("Borrower Admin Account"),
       3. (a Lender Admin Account and a Borrower Admin Account will both be referred to as a "User Admin Account" in this Agreement).
   13. Your User Admin Account is used to record transactions and other information, including a list of your Lenders or Borrowers (as the case may be), amounts paid by you or owed to you, but does not hold any funds.
   14. If you are registered as both a Borrower and a Lender, you will be asked when logging on which of your two User Admin Accounts you wish to visit. If you should wish to visit both your Borrower Admin Account and your Lender Admin Account, you must first log-out of one before logging-in to the other. You may not borrow from yourself or lend to yourself and we may in our discretion restrict any Lender or Borrower's activities under the Service to ensure we are complying with all Applicable Laws.
   15. If we accept your application for a User Admin Account, you will be asked to choose a password (your "Password"). Each time you seek to access your User Admin Account we will check your identity by asking for your Password. You must therefore keep your Password secret and make sure that each Password is not stored in a way that enables others to access your User Admin Account or impersonate you. In addition, if you disclose your Password to any person whom you authorise to access your User Admin Account, you are also responsible and liable for any access, use, misuse or disclosure of that Password or your User Admin Account by such person.
   16. Unless and until you tell us that you believe that someone else knows your Password or can use the Service by impersonating you:
       1. as long as your correct Password is entered, we will assume that you are the person giving instructions and you will be liable for them;
       2. you will be responsible for any instruction which we receive and act on, even if it was not given by you; and
       3. we will not be responsible for any unauthorised access to confidential information about you in your User Admin Account.
   17. We can refuse to act on any instruction that we believe: (i) was unclear; (ii) was not or may not have been given by you; or (iii) might cause us to breach a legal, regulatory or other duty or create any liability on our behalf; or (iv) might be damaging to our reputation or that of the Service; or (v) if we believe the Service is or may be being used for an illegal or improper purpose.
   18. Unless otherwise specified by you in writing we will be entitled to act:
       1. if you are an individual, on your instructions;
       2. if you are a trust, on the instructions of any of the trustees;
       3. if you are a partnership, on the instructions of any of the partners;
       4. if you are a company or unincorporated association, on the instructions of any director or officer;
       5. if you are a limited liability partnership, on the instructions of any member; or
       6. if we have been instructed jointly by more than one person, on the instruction of any one of such persons individually.
   19. 2.14 We will also be entitled to act on the instructions of any person we have been notified by you in writing is authorised to act on your behalf. We will not be obliged to verify any instructions and will not be liable to you if we, in good faith, act on any instruction which it is subsequently demonstrated was not from you or a person authorised by you.
   20. 2.15 We may accept instructions in writing or orally. We will not be obliged to acknowledge any instruction but may at our discretion request you to confirm an instruction (in writing or otherwise).
3. Lender terms - making an Offer to lend
   1. In this Clause 3 the term 'you' refers just to Lenders. Before making an Offer as a Self-Directed Lender or participating as an Auto-Lend Lender, you must first transfer the funds you are prepared to lend to our segregated bank account held at a duly authorised UK credit institution for the purpose of holding and disbursing funds paid by or payable to you. We may operate one or more such accounts as required to comply with applicable rules and regulations and each such account will be referred to in this Agreement as an (or the) "Invest and Fund Client Funds Account". You may only transfer such funds using a payment method specified by us and cash deposits will not be accepted. When you make an Offer, the amount of your funds in the Invest and Fund Client Funds Account that relate to that Offer ("the Offer Amount") will be reserved for that Offer. If the Offer is successful, the funds will be transferred from the Invest and Fund Client Funds Account directly to the Borrower's Nominated Bank Account. If the Offer is unsuccessful, the funds will be immediately available to fund new Offers. Whilst in the Invest and Fund Client Funds Account funds will be held by us on trust for you in accordance with Clause 7 but will not accrue any interest.
   2. You will be notified in advance of any transaction charges or other costs that we propose to charge in respect of a transfer of funds and these charges may be varied from time to time. Any such charges or costs shall be debited by us from your Lender Admin Account, and the corresponding amount will be deducted from funds held by us for you in the Invest and Fund Client Funds Account. If there is a shortfall for any reason you must pay that to us on demand.
   3. So long as you are logged into your Lender Admin Account and it shows you have sufficient funds available, if you are a Self-Directed Lender you may (a) make Offers in relation to any Loan Requests or (b) purchase Loans on the Resale Market under and as defined in Clause 6. The minimum loan amount you may Offer in relation to a Loan Request as a Self-Directed Lender is £250 (two hundred and fifty pounds) and the minimum amount of any Loan Part (as defined in Clause 6 below) you may purchase in the Resale Market is £250 (two hundred and fifty pounds) or (if less) the remaining balance. These amounts may be varied by notice on our website
   4. Lenders have an opportunity via an on-line question and answer forum to obtain further information from any Borrower to support their decision in relation to a Loan Request.
   5. Each Borrower will have a pre-determined time-frame which (unless we otherwise agree) will not exceed 10 working days in which to attract the total funds it requires. The relevant Borrower then has 5 working days' to decide whether or not it wishes to accept the Offers (including the offer of Auto-Lend Loans).
   6. The decision to lend remains exclusively with each Self-Directed Lender and nothing we may or may not do nor anything on the Service or our website should be considered as advice or a recommendation by us or any other person for you to lend to any particular Borrower (or generally as an Auto-Lend Lender). As a Lender you must therefore satisfy yourself that you have undertaken sufficient due diligence for each Loan you make to each Borrower or (in the case of Auto-Lend Loans) satisfy yourself that you are willing for us to make Loans on your behalf within the applicable criteria, accepting (if you decide to proceed in that way) that you will not be undertaking (or expecting to view) any additional due diligence or other materials and accepting in full the risks you undertake if you decide to lend on such basis. If you are in any doubt, you should seek your own independent financial and/or legal advice.
   7. Subject to any prior allocation of Auto-Lend Loans, valid Offers will be recorded in the order in which they are entered on the Service. Where Offers are on the same terms, the first in time will take precedence over the others.
   8. By making each Offer you acknowledge and agree that:
      1. as a Self-Directed Lender you have read and understood the Loan Request and all documents and materials referred to therein or provided in support in relation to which you are making the Offer together with the terms of the Loan Contract included within or made available for your review alongside the Loan Request (the "Loan Conditions") and all security or guarantee documents which will together govern (along with this Agreement) the terms on which you will be making a Loan to the relevant Borrower or (in the case of Auto-Lend Loans) you accept the risks if you decide to proceed without doing so;
      2. we have not approved or endorsed the Loan Request or any statement or representation made by the Borrower or any third party in or as a part of the Loan Request or in entering into the Loan Contract;
      3. we will not be responsible to verify or audit any statements made by each Borrower in relation to its Loan Request or in entering into any Loan Contract, for which the Borrower alone is exclusively responsible;
      4. you appreciate that if a Loan Request is posted for an amount that is less than the full facility the relevant Borrower has stated in the Loan Request it will require to complete the project or transaction described in the Loan Request or related information then there is no guarantee or certainty that further Loan Requests will be successfully accepted by Lenders under the Service (and in such event the Borrower will have agreed to obtain or procure the provision of additional finance to bridge the shortfall, but we can give no guarantee that they will be able to do so);
      5. we will not supply you with any financial, legal, accounting or tax advice;
      6. we do not warrant that use of any of the documents (including the form of the Loan Contract and any standard form security or guarantee documents used) as a part of the Service or signed up to by a Borrower or others in conjunction with any Loan Request are suitable or appropriate for your needs and you must take your own independent advice on the terms of such documents.
   9. Expected bad debt estimates, if supplied by us, are estimates for general guidance only and we do not warrant their accuracy or reliability.
   10. The successful acceptance of your Offer (or application of your Auto-Lend in the case of Auto-Lend Loans) via the Service automatically creates a Loan Contract (that incorporates the relevant Loan Conditions) as a separate, direct contractual relationship between each Lender whose Offers are accepted and the relevant Borrower. This Loan Contract can be found in a Lender's Current Loans Summary.
   11. You authorise us to complete and enter into the Loan Contract and all relevant documentation as your agent in the form included with the Loan Request (subject to any minor variations we may approve) and you will enter into such documentation as we may require at any time (if any) to record or confirm your agreement to this. If the Loan Contract has already been entered into then by making an Offer (or agreeing to our making Auto-Lend Loans on your behalf) you agree to ratify and adopt the Loan Contract and agree that it will be deemed to have been entered into as agent for you. We are not a party to any Loan Contract in any capacity otherwise than as the agent for the Lenders and other persons referred to as the Finance Parties in the Loan Contract.
   12. The performance of each Borrower's obligations to you under the Loan Contract will be secured by one or more security documents ("the Security Document(s)") entered into between the Borrower and the security trustee referred to in Clause 11.2 ("Security Trustee"). The Security Trustee will hold such Security Document(s) in trust for the Lenders to that Borrower. The perpetuity period of that trust shall be 125 years. The security created by the Security Documents entered into by each Borrower or other person providing security for a Borrower's liabilities will secure all amounts borrowed by that Borrower under Loan Requests that are expressed to be secured by such Security Documents whether the Loan Request has been made at the time the Security Documents are entered into or subsequently.
   13. You delegate to us the role of acting as your agent under the Loan Contract for the purpose of administering the same including in determining (in our discretion) whether or not any conditions precedent to the making of any Loan (or drawdown of a Loan) have been satisfied. We may delay the making of a Loan (or drawdown of a Loan) until such time as we determine that that all applicable conditions precedent to the making of that Loan have in our judgment have been satisfied.
   14. If the Borrower declines the offer of a proposed loan or we determine that the conditions precedent are unlikely to be satisfied within 15 days' following the end of the pre-determined time-frame set for the raising of the funding for the proposed loan or the drawdown of a Loan (or longer at our discretion) the amount of your funds in the Invest and Fund Client Funds Account that relate to that proposed loan will then become available to fund new Offers or Auto-lend Loans.
4. Posting a Loan Request
   1. In this Clause 4 the term 'you' refers just to Borrowers. Before a Borrower may initiate any Loan Request we must first carry out a credit check on you and other relevant persons which must meet our minimum standards. You consent to us carrying out such a credit check on you via a credit reference agency of our choosing. On occasion it may be necessary to require you to submit further background information, which we will endeavour to process promptly. We will only post a Loan Request on your behalf after we have reviewed your proposal and we are satisfied that all of the information required has been compiled in a suitable form. Any third party costs that are incurred by us over and above the costs of the issue of our standard documentation as a part of the process of your preparing your Loan Request and our reviewing the same prior to our permitting it to be posted shall be payable by you in advance. These costs may include, but are not limited to, the legal costs and disbursements our lawyers incur in preparing a report on title on any property charged, the premium payable under any title or other similar insurance policy and the costs charged by our valuers in valuing the property concerned. For loans to finance property development this may also include the cost of the issue of third party valuation certificates and QS valuations against drawdown of funds.
   2. Each Loan Request must be made according to the form and processes specified in your Borrower Admin Account, in accordance with the terms of this Agreement and as we may otherwise specify from time to time. Following a satisfactory credit review (in our sole and absolute discretion), you will be invited to (or we may assist you to compile) a web page in our systems ("Borrower Pitch Page"), which will be available only to yourself and Lenders and which may set out:
      1. the outline nature of your business;
      2. the total amount of funds you require and the term of loan you prefer;
      3. a synopsis or summary of the loan proposal;
      4. details of any Security Document(s) you are offering to enter into (including copies of the same);
      5. details of any guarantees being offered to support your Loan Request (including copies of the guarantee documents and statements of assets and liabilities for any guarantor);
      6. a more detailed description and nature of your business;
      7. copies of your financial statements for your business;
      8. your key personnel;
      9. a copy of our panel solicitors report on title to any land (or any title insurance obtained or proposed in the alternative or in addition) where you are offering a legal charge as security for the proposed loan under a Security Document;
      10. a valuation for the property being offered as security;
      11. copies of any surveys, insurance documents or other reports and details of any other due diligence we have carried out relating to you as the Borrower or the property being offered as security and (in the case of a loan to support property development) a report on the proposed development from our monitoring surveyor;
      12. the form of the applicable Loan Contract and all related Loan Conditions which will govern the loan being requested; and
      13. any other information you may wish to supply via links to your own PDF files to be hosted on the Service.
      Once you are satisfied with the form of the Loan Request and the information included on the Borrower Pitch Page and we are ready to allow the Loan Request to be made we will post the Loan Request to the Service on your behalf and Lenders will then be able to make Offers to lend to you (and we may allocate Auto-Lend Loans to you). The information posted on any Borrower Pitch Page may be made available to Lenders (or prospective Lenders) through other means as we see fit from time to time and will be retained in the Service unless and until this Agreement is terminated by the Borrower concerned in accordance with Clause 13.
   3. Prospective Lenders will have a subsequent opportunity to ask you questions through a Q&A section on your Borrower Pitch Page. These questions will be time-stamped and listed chronologically for you to answer. A prompt and informative reply to these questions will reinforce your Loan Request.
   4. Each Borrower is responsible for ensuring that all information provided with respect to its Loan Request (including (but not limited to) that posted on the Borrower Pitch Page) is complete, accurate, clear, fair and not misleading at the time it is provided and when posted and for so long as any Loan Request is available to be funded. We may allow a period during which details of a Loan Request and supporting documentation are available to view on the Service before Lenders can bid to fund a Loan Request.
   5. We reserve the right, in our sole and absolute discretion, to reject or remove a Loan Request for any reason at any time whatsoever (and without any requirement to give a reason). We may in our discretion offer your Loan Request to specific Lenders only and/or require that any Self-Directed Lender making an Offer must offer to provide the full amount of the Loan Request.
   6. You may withdraw a Loan Request from the Service at any time before the conditions in Clause 5.1 have been satisfied (subject to payment of any fee as referred to in Clause 8.2). You may not edit the terms of a Loan Request once posted without our permission.
   7. You must comply with all Applicable Law relating to your Loan Request and your activities on the Service.
   8. You must not list a Loan Request on the Service that involves, to any degree, the financing of any of prohibited activities (which include, without limitation, any illegal activity, any activity which breaches relevant sanctions laws or regulations or which could otherwise reasonably be expected to damage the reputation of any Lender, us or the Service).
   9. By initiating a Loan Request, you agree:
      1. to supply all information reasonably required by a reasonably prudent lender acting reasonably to determine whether or not to accept your Loan Request ("Due Diligence Material");
      2. to pay all of the fees referred to in Clause 8 and the Loan Contract when and to the extent payable by you;
      3. that if your Loan Request is successfully funded within 10 working days' (or such other period that you specify in your Loan Request or which we may agree (subject to any maximum specified by us from time to time)) you will either:
         1. accept each of the relevant Lenders' Offers by confirming the same on the Service within 5 working days'; or
         2. decline to accept the Lenders' Offers within such 5 working day period (noting that if no notice of a decision is received by us within the 5 working day period each Offer will (unless we agree otherwise) be deemed rejected and you will lose any right to the funds so offered);
      4. that (subject to Clause 4.10(b)) each Loan that results from the acceptance of your Loan Request by a Borrower results in an enforceable Loan Contract that incorporates the Loan Conditions;
      5. to the termination event in Clause 13.1(b) on obtaining a certain amount of funding outside the Service (and agree that you will not allow anything to happen to trigger that termination right); and
      6. to enter into and comply with any further agreements or provide such other assurances to give effect to the terms of the Loan Contract and the Security Document(s), including any which we shall require to enable us to comply with our obligations under Applicable Law.
   10. For the avoidance of doubt:
       1. you may accept the relevant Lenders' Offers in accordance with Clause 4.9(c)(i) as soon as the Loan Request is successfully funded, without waiting for the 10 working day period to expire;
       2. you do not have any obligation under this Agreement to update the Due Diligence Material once your Loan Request has been accepted;
       3. the acceptance of any Lender's Offer constitutes the acceptance by you of a separate Offer from that Lender and the Loan made as a result is a separate and individual Loan made by that Lender to you which (subject to these Terms and Conditions) is enforceable by that Lender separately from any other Loan made to you in response to your Loan Request. No Lender is responsible for the obligations of any other Lender; and
       4. we will not be deemed or be held to have signed any Loan Contract as agent of the Lenders or at all unless and until a Loan Contract is formed in accordance with this Agreement.
   11. You acknowledge and agree that the most that you can draw down under the Loan Contract will be equal to the amount of the Loan Request(s) posted on your behalf and accepted by Lenders and in relation to which we have received the full amount of the required funds from the Lenders who have accepted your Loan Request. If a Loan Request is posted for less than the full amount of the facility referred to in any Loan Contract then there is no guarantee or certainty that, if further Loan Requests are posted, there will be Lenders or other persons who will accept such Loan Requests or that Auto-Lend Loans will be available to you. In addition if such further Loan Requests are not funded in full you agree to provide or obtain additional funding to ensure that you have sufficient finance available to you to complete the project, transaction or purpose for which any Loan Requests have been made.
   12. You acknowledge and agree that:
       1. we and any Lender will not verify or audit statements made by you in relation to your Loan Request, for which you are solely responsible;
       2. we will not supply you with any financial, legal, accounting or tax advice;
       3. we do not warrant that use of any of the documents supplied as part of the Service are suitable or appropriate for your needs and you must take your own independent advice on the terms of such documents. This includes the Loan Contract, the Security Documents, any title or similar insurance policies and all security or guarantee documents entered into pursuant thereto; and
       4. your right to drawdown on and so receive any loan under the terms of a Loan Contract will be strictly subject to the Loan Conditions and to all terms and conditions thereof (including specifically all conditions precedent set out in the Loan Conditions (which are all matters which must be satisfied before any loan can be expected to be drawn down or advanced)).
   13. By submitting any material to us to be posted on the Service, you warrant and represent to us on each occasion you do so that:
       1. any statements made by you will (if you are a body corporate) have the approval of your board of directors;
       2. you have taken all appropriate legal and accounting advice before accepting this Agreement or entering into any Loan Contract or Security Document; and
       3. any statements you make are complete, clear, fair and not misleading and that any projections or forward-looking statements which you make are reasonable and can be supported by evidence.
   14. You further warrant when submitting any Loan Request that:
       1. any Loan Request is made by you wholly or predominately for the purpose of a business carried on by you; and
       2. any property offered by you as security for the proposed loan the subject of a Loan Request is not used or intended to be used by you or any person related to you as a dwelling and has not been so used in the past. In this context a person related to you includes your spouse or civil partner, any person whose relationship to you has the characteristics of that of a husband or wife or who is a member of your family.
5. After the Loan Contract is formed
   1. Subject always to the provisions of Clause 4.5 (which sets out our right to reject or remove a Loan Request), upon a Loan Request achieving its target funding level, the Borrower entering into (or having entered into) the Loan Contract, any Security Document(s) and any formal drawdown request we require to the borrowing of amounts under, and to the satisfaction of all conditions precedent to the making of, any loan under the Loan Contract and the Borrower's entitlement any drawing thereunder, we will administer the Loan Contract by:
      1. debiting the Offer Amount (or the relevant proportion thereof which the Borrower is entitled to draw down under the Loan Contract at the time) from each Lender's Lender Admin Account and crediting the Borrower Admin Account of the relevant Borrower for the same amount, less the arrangement fee referred to in Clause 8 of this Agreement ("Arrangement Fee"); and
      2. paying the funds so debited, less the amount of any Arrangement Fee, from the Invest and Fund Client Funds Account to the Borrower's Nominated Bank Account or as otherwise agreed with you or required to complete the purchase or refinancing of a property as required to fulfil the purpose of a Loan Request.
   2. In regard to the payment and collection of interest under Loan Contracts:
      1. if the Loan Contract provides for interest payments to be made during the term of the Loan ("Regular Interest Payments") then each Borrower will pay all such amounts due under all of its Loan Contracts at any one time in instalments to the Invest and Fund Client Funds Account in accordance with the Loan Contract, and we will record the payment of the Regular Interest Payments in each Lender's Lender Admin Account when received by us. For interest rates that are fixed over the term of the Loan Contract the Borrower will be advised what their monthly or other regular interest payment will be at the outset which the Borrower must arrange to pay by standing order or as we otherwise agree. For floating interest rate Loan Contracts the Borrower will be advised of the amount due on or around the monthly instalment due date (unless the Loan Contract provides otherwise). The interest payable is calculated using the applicable interest rate(s) over the number of days' in between the monthly instalment due dates (unless the Loan Contract provides otherwise). Interest rates quoted are always annual rates of interest;
      2. if the Loan Contract provides for interest to be rolled up or capitalised and only paid at the end of the term of the applicable Loan then the Borrower will be advised at the outset of the total or the estimated total interest, fees and capital to be paid at the end of the term. The Borrower may request a settlement figure at any time for early redemption without incurring early redemption fees (subject to the requirement for a minimum interest payment to be made under any Loan as specified in the Loan Conditions and noting that although administration fees may still be payable). Each Borrower will in such cases repay all the interest and capital due under all its Loan Contracts at any one time ("the Total Loan Amount") in one instalment to the Invest and Fund Client Funds Account, and we will record the payment of the interest and capital in each Lender's Lender Admin Account when the same has been received by us;
      3. until funds are credited to the Borrower's Nominated Bank Account in accordance with Clause 5.1, no interest will be earned by the Lender; and
      4. in all cases interest may be calculated on the basis of the actual number of days' elapsed assuming a 365-day year. In leap years it is calculated on the basis of 366/365 multiplied by the annual rate of interest; and
      5. amounts received as interest are subject to being allocated to payment of the Facility Fee (and any applicable Platform Fee), as explained in Clause 8 below, before being accounted to Lenders.
   3. If a Borrower misses a Regular Interest Payment, a repayment of principal due, fails to pay the Total Loan Amount when due or only partially pays the amount due, the relevant Lenders authorise us to act on their behalf to contact the Borrower to attempt to collect an amount equivalent to the outstanding payment and any additional fees and charges due under the Loan Contract. We will keep the Lenders informed of the progress of the attempts to collect the outstanding payment(s) and amounts received will be paid to the Lenders pro-rata their participation in the relevant Loan Contract.
   4. If we are aware that an Event of Default (under and as defined in a Loan Contract (an "Event of Default")) has occurred we may in our discretion determine it is appropriate to accelerate repayment of each Loan outstanding thereunder.
   5. If a Borrower has been advanced a Loan or Loans for the purpose of funding development works at a property and a Cost Overrun occurs (as defined in the relevant Loan Contract) or an Event of Default has otherwise occurred under the Loan Contract in place with that Borrower circumstances where we consider that the provision of further finance to the Borrower would be beneficial for specific purposes, then we may in our absolute discretion agree to the Borrower making an additional Loan Request to fund (or refinance) such Cost Overrun and/or for use towards purposes approved by us. Such a Loan Request is referred to below as an "Additional Loan Request" and the Loans made thereunder are "Additional Loans".
   6. No Borrower is entitled to require that an Additional Loan Request be proposed and the making of the request to us for our approval to the same will not, whilst it is under consideration, excuse the Borrower from its obligation to fund any such Cost Overrun as soon as its arises as required by the Loan Contract or cure the relevant Event of Default (and all of the rights of the Finance Parties will remain exercisable and not be prejudiced in any way). We do not have to justify any refusal to accept or propose any Additional Loan Request (and an Additional Loan Request may not be successfully funded).
   7. If an Additional Loan Request is approved by us then we may in our absolute discretion and in accordance with our policies for dealing with such matters offer that Additional Loan Request to:
      1. existing Lenders who have already participated in the existing Loans advanced to that Borrower to fund the relevant property development works and/or property purchase or refinancing ("Existing Lenders"); and/or
      2. to new Lenders,
      in either case on the basis that any Additional Loans will either rank in priority to, pari passu with, or subordinate to Loans advanced by the Existing Lenders as we consider, in consultation with the Borrower, the best way to fund the Additional Loan Request. The interest rate charged on any Additional Loan may not exceed the interest rate applicable to any Loan made by an Existing Lender to the same Borrower unless the Additional Loans will rank subordinate to Loans advanced by the Existing Lenders.
   8. When allowing a Borrower to propose an Additional Loan Request we would expect to do this in such a way that will give the Existing Lenders the opportunity to satisfy the Additional Loan Request first such that we would only look to offer the Additional Loan Request to other Lenders if this is not successful in securing all of the additional funding required within the time period we prescribe and (if we do then offer the same to new Lenders) we would endeavour to ensure that the Existing Lenders who do still wish to participate in making the Additional Loan(s) are able to do so. It is though important for Borrowers and Existing Lenders to appreciate that:
      1. these expectations described above in this Clause 5.8 are not legally binding on us;
      2. we may withdraw the Additional Loan Request at any time including if the Additional Loan Request is not funded in full to our satisfaction or we consider it will not be so funded;
      3. all of the Finance Parties' rights under the Finance Documents are fully reserved and may be exercised at any time whether or not the Additional Loan Request is funded in full; and
      4. that Clause 5.7 expressly allows an Additional Loan Request to be proposed and funded (if we consider in our discretion it is appropriate to do so) on the basis that any Additional Loans will rank for repayment (whether out of any sale proceeds or other repayments of capital and interest received and on any enforcement of security) in priority to other Loans made to the Borrower on the security of the same assets and (in that event) the Security Trustee will apply all proceeds received accordingly. No consent from any Existing Lender is required for Additional Loans to be made or for their existing Loan(s) to be subordinated in this way to any Additional Loans (and each Loan Contract will be deemed to permit the same).
   9. If a Borrower fails to abide by any obligations set out in the Loan Contract (a "Default"):
      1. the Lenders irrevocably appoint us (Invest and Fund Limited) as their agent in relation to each Loan with the authority to enforce repayment of each Loan (and to seek to recover any amounts capable of being claimed under any guarantees given in respect of the Loan) with effect from the 28th consecutive day after receiving notice of the Default in their Lender Admin Account;
      2. at any time following the appointment referred to above coming into effect, we will take steps intended to procure payment of the outstanding debt and in doing so we:
         1. may commence legal actions to recover the outstanding debt under that Loan Contract on behalf of each Lender and/or assign as agent for each Lender to the Security Trustee or a subsidiary of ours all of each Lender's rights, title and interest in each Loan to enable such subsidiary to commence such legal actions for such purpose;
         2. may enforce (or assign as agent for each Lender to the Security Trustee or any subsidiary of ours) any guarantees of the Borrower's liabilities under the Loan Contract and may instruct the Security Trustee to also enforce the Security Document(s), and any sums recovered by us or the Security Trustee will be paid to the relevant Lenders pro-rata their participation in the Loan Contract subject to deduction of any costs of recovery not paid by the Borrower and any fees due to us under this Agreement (which shall be apportioned according to the proportion that each loan under the relevant Loan Contracts bears to the total amount owed by the Borrower under all Loan Contracts (the "Basis of Allocation")). The costs of recovery may include the costs of third parties such as collections agencies and solicitors.
         3. All Lenders agree that they will not be entitled to or seek to take individual action or to commence proceedings against a Borrower or Guarantor in their own name unless we agree that you may.
   10. Each Lender by accepting they are bound by this Agreement agrees to the assignment provided for in Clause 5.9 above and irrevocably and unconditionally by way of security appoints us as the Lender's attorney to execute any document required to give effect to that assignment.
   11. We will keep the relevant Lenders informed of our own, any such subsidiary's and/or the Security Trustee's progress in enforcing any Loan Contracts, Security Document(s) and any guarantees. Notifications will be posted to a registered Lender's message centre on the Service.
   12. We may, in our discretion, in taking steps to procure payment of any outstanding debt:
       1. appoint agents (including specialists in the turn around and recovery of property security and debt collection agencies) to assist us in recovering any amounts in default or in enforcing Security Documents;
       2. agree to extended payment terms if we consider it to be in the Lenders' interests to do so;
       3. agree on behalf of the Lenders to terms of sale of any assets subject to the Security Documents which we consider appropriate which may be higher or lower than that set out in any asset valuation obtained at the time of the relevant Loan Request.
   13. If we consider in our discretion that the circumstances warrant it we may act more quickly than the terms of this Clause 5 anticipate to accelerate repayment of any loan due under a Loan Contract and to enforce the rights under the Loan Contract and any related Security Documents and guarantees.
   14. The Lenders acknowledge that it is possible that the proceeds (if any) recovered as a result of any recovery and enforcement activity specified above may not be sufficient to discharge all the Borrower's obligations to the Lenders. In that case, the Lenders will only be entitled to receive a proportion of any recovery proceeds, subject to deduction of the costs of recovery and any outstanding fees, according to the Basis of Allocation.
   15. If and to the extent this Agreement (or any previous version of it) gives a Lender the right to opt out of any enforcement on that Lender's behalf as provided for above and a Lender exercises such right or the Security Trustee at any time transfers to a sole Lender (or a trustee or agent acting on behalf of such Lender) in relation to a specific Loan any of its rights under any Security Document(s), the Lender concerned and any successor Security Trustee agrees it will at all times act in a fair, transparent, reasonable and proportionate way in seeking to recover amounts due to it having due regard to the interests of any other Lenders in doing so, will comply with all Applicable Law and best industry practice and will not act in any way as to damage or prejudice the reputation of any Lender, ourselves or that of the Service.
   16. Professional Advisers, representatives and agents engaged by us or any Security Trustee ('Advisers') including Valuers and Independent Monitoring Surveyors, may place contractual limitations on the amount of their indemnity insurance cover and/or liability. This will serve to limit the amount of recompense that any Security Trustee may be awarded in the event of a successful recovery action against the Adviser.
   17. Advisers will typically place restrictions on the use of their reports under their terms of engagement. We may publish such reports to Lenders to consider as part of their decision-making process. However their duty of care is limited to the addressee of their report. Only the Security Trustee (or its successors) may raise a claim with the Adviser on your behalf. You agree not to bring any claim directly against any of our Advisers in respect of loss or damage suffered by you arising out of or in connection with the Service or any Loan Contract but appoint the Security Trustee as your agent to do so.
   18. Should you instigate a claim against an Adviser you agree to indemnify us and any Security Trustee for any loss, damage, cost, liabilities and expenses including legal or associated fees that we or any Security Trustee may incur as a direct result of this claim or which are claimed against us by the Adviser as a result such a claim being made.
   19. All payments to Lenders will (unless we are otherwise required by Applicable Law) be made without any deduction for tax by us. It is each Lender's responsibility to account for all applicable income tax and other personal taxes that may be payable to the appropriate authorities.
   20. This Clause 5 is subject to the limitations and restrictions on our liability set out in this Agreement and in Clause 19 in particular.
6. Sale and purchase of Loans already made
   1. If a Lender wishes to sell on a Loan or part of a Loan it has already made it may do so under the Service (referred to as a "Selling Lender" and such part (or the whole) of a Loan being sold as a "Loan Part"). The minimum amount of any part of a Loan that may be sold is £150 or (if less) the remaining balance.
   2. If a Selling Lender seeks to sell a Loan Part which is in arrears (i.e. a payment of interest or capital has been missed) or where an Event of Default is known by the Selling Lender to have occurred then the Selling Lender must disclose that fact when putting up a Loan Part for sale on the resale market operated under the Service (the "Resale Market"). We may also include a note of any such matter when permitting a Loan Part to be so put up for sale (but we do not have any responsibility to investigate whether or not such an Event of Default has occurred or liability if we fail to intervene to place such a note on the Resale Market (even if the circumstances are or should be known to us)).
   3. We reserve the right to preclude a Lender (or Lenders generally) from selling a Loan or Loan Part on the Resale Market in our discretion or if there is a known subsisting Event of Default. Allowing a sale to proceed does not mean we are endorsing the recoverability of the Loan Part being sold.
   4. The sale price for the Loan Parts being sold will be the outstanding principal amount plus all interest accrued to the date of the sale. No apportionment will be made of any fees already received by the Selling Lender.
   5. A Loan Part may only be purchased by other Lenders (a "Purchasing Lender") by following the process provided for in the Service and the Resale Market and only if the Purchasing Lender has sufficient funds in its Lender Admin Account. Once the Purchasing Lender commits on the Service to purchase a Loan Part (or in case of Auto-Lend Lenders, the Auto-Lend is applied by us), the purchase price as specified on the Service will be deducted from the Purchasing Lender's Lender Admin Account. The relevant amount (net of applicable fees as referred to in Clause 6.10 below) will be credited to the Selling Lender's Lender Admin Account and transferred to the Invest and Fund Client Funds Account for the account of the Selling Lender by 6.00 pm on the next normal working day. We will deduct and pay to ourselves the fees referred to in Clause 6.10 prior to transferring the net proceeds of sale to the Selling Lender.
   6. On completion of a sale the Purchasing Lender will become the Lender in relation to the Loan Part (s) that has been sold in accordance with the rights of transfer afforded to Lenders under the Loan Conditions in place of the Selling Lender. We will determine when a sale is complete and if this is different to the date anticipated on the Service for closing of the sale process then the allocation of interest and fees will follow the date of actual completion.
   7. At the time of sale, a transfer of the Loan Part being sold shall be effected by the Selling Lender and the Purchasing Lender entering into a Transfer Certificate. This Transfer Certificate will be entered into by electronic means in accordance with the Invest & Fund Terms & Conditions upon acceptance by the Purchasing Lender of an offer by a Selling Lender to sell a Loan Part and this will have the same effect as if the Transfer Certificate was signed in a physical hard copy. In the case of Auto-Lend Lenders we will enter into the Transfer Certificate on their behalf.
   8. Upon entering into a Transfer Certificate and in relation to the Loan Part transferred:
      1. the Selling Lender transfers absolutely to the Purchasing Lender all rights, title and interest in the Loan Part under the relevant Loan Contract and all associated rights;
      2. the Selling Lender is released by the Borrower from all obligations owed to it under the Loan Part; and
      3. the Purchasing Lender shall, with immediate effect, become a party to the relevant Loan Contract as a Lender in place of the Selling Lender and be bound by those obligations discharged by the Selling Lender under sub-clause 6.9(b) above.
      4. The Borrower confirms its agreement to these arrangements and waives any requirement for it to be a party to, or receive any copies of, a Transfer Certificate. In no way shall this have any effect on the terms applicable to that Loan Contract. The Borrower acknowledges that the completion of a Transfer Certificate in this manner constitutes the novation of the given Loan Part in the terms set out above.
   9. Unless otherwise agreed or advised under the terms of the Service, we will charge the following fees in relation to a sale transaction which will be deducted from the amount that the Selling Lender will receive:
      1. a sales administration fee ('Transaction Fee') of such percentage of the aggregate amount received in relation to the sale as may be advised to Lenders from time to time via their Lender Admin Account and/or our website will apply; and
      2. an amount equal to the proportion of any Facility Fee or Platform yet to be paid under Clause 8 (and to the extent not already recovered by us under any prior sale) calculated up to the date of the sale on the basis set out in Clause 8 by applying the actual number of days' elapsed divided by 365 (the "Apportioned Part of the Fees"). No rebate of the Apportioned Part of the Fees will then be made to the Selling Lender or any other Lender as contemplated could occur under Clause 8.
   10. Neither we nor any Selling Lender have any obligation to update any information originally provided by the Borrower in relation to its original Loan Request which may or may not still be accurate at the time of any offer for sale of a Loan Part is accepted and neither we nor the Selling Lender make any representation or warranty in relation to the recoverability of any Loan Part being sold. All exclusions and limitation of liability set out in this Agreement which apply to any acceptance of a Loan Request will apply equally to the purchase of a Loan Part under the Resale Market.
7. Invest and Fund Client Funds Account
   1. Any amount a Lender transfers to the Invest and Fund Client Funds Account shall be held on trust for the Lender by us. The perpetuity period of any such trust shall be 125 years. The Lender will not be entitled to any interest that may be paid or we may receive in relation to funds in the Invest and Fund Client Funds Account or any other account maintained on the Lender's behalf by us. By entering into this Agreement each Lender waives any entitlement to interest on such funds.
   2. A Lender will not send funds to the Invest and Fund Client Funds Account other than by using the payment methods specified by us on the Service.
   3. In the event that there has been no activity on any User Admin Account for a period of 18 months or more, we shall be entitled to take such steps as we consider appropriate to terminate the User Admin Account, which shall include transferring funds from the Invest and Fund Client Funds Account to the relevant Lender's Nominated Bank Account or sending a cheque to the Lender's last-known residence/registered office.
   4. Each Lender may direct that we transfer funds held for its benefit on the Invest and Fund Client Funds Account to that Lender's Nominated Bank Account and provided those funds have not been reserved for an Offer in accordance with Clause 3.1 of this Agreement or been committed to purchase a Loan Part under Clause 6, we will then make this transfer. A Lender may not direct that any amount due to it be paid to any bank account other than the Invest and Fund Client Funds Account or its Nominated Bank Account.
8. Fees
   1. In consideration for our providing the Service each Borrower will be liable to pay to us for our own account (and not as agent for the Lenders) an arrangement fee and an exit fee calculated as a percentage of the total facility referred to in the Loan Contract. The arrangement fee will be payable (subject to Clause 8.2) as a deduction from amounts due to the Borrower from each Lender on first drawdown under the relevant Loan Contract (the "Arrangement Fee"). The exit fee will be payable when the final repayment of the relevant Loan is paid or becomes payable (whether at the time provided in the Loan Contract or by acceleration). The amount payable and deducted in each case will (subject to Clause 8.2) be calculated as a percentage of the total facility referred to in the Loan Contract and not of the amount first drawn down or the amount of any Loan Request (if less). Part of the Arrangement Fee may be paid on by us to any broker through whom any given Loan Request was arranged or introduced to us as commission. This payment will be made by us out of the Arrangement Fee received. You may of course at any time ask that we disclose the amount of the commission so paid by us.
   2. The Borrower must pay a portion (being 10% or £2,500, whichever is higher (unless stated otherwise in the Loan Contract)) of the Arrangement Fee up front (the 'Commitment Fee') before we will start work on processing a Loan Request or at such later point as we may specify which amount will be credited as having been paid towards the Arrangement Fee (and so will reduce the amount otherwise deducted at first drawdown). The fee payable under this Clause 8.2 will in all circumstances be non-refundable.
   3. Each Lender agrees that a separate facility fee (the "Facility Fee") will be collected by and payable to us from amounts paid under each Loan Contract by way of interest and will be deducted from such payments received on a pro-rata basis relative to the actual amount due and before the net amount is paid to the Lender concerned. This means that if less than the full amount of the interest due at any time is in fact received the Facility Fee will be reduced in proportion to the amount recovered and paid as interest at that time or subsequently.
   4. The Facility Fee will be calculated at an annual rate of 0.75% per annum of the outstanding balance under each Loan Contract from time to time (compounded annually if not already paid).
   5. In addition for each month or part of a month during which a payment or other default is subsisting under a Loan Contract and an enhanced rate of interest is applied, an additional Facility Fee will be payable each month calculated at 0.25% of the outstanding balance under each Loan Contract at the start of that month.
   6. If the interest rate quoted to any Lender under the Service as applicable to a given Loan is less than the interest rate expressed to be payable by the Borrower under the relevant Loan Contract then the difference is accounted for an additional platform fee (the "Platform Fee") payable to us. If a Platform Fee is applicable then it will be collected by and payable to us from amounts paid under each Loan Contract by way of interest and will be deducted from such payments received on a pro-rata basis relative to the actual amount due and before the net amount is paid to the Lender concerned.
   7. Notwithstanding the terms of each Loan Contract it is agreed that the Facility Fee and any Platform Fee (if applicable) will be accounted for as being payable by the Borrower within (and not in addition to) the interest (or enhanced interest) the Borrower is obliged to pay under any Loan Contract. This means that the Lender will receive less than the full interest expressed as payable by the Borrower and for this reason, as between us and each Lender, it will not be treated as having been received by the Lender but as being paid by the Borrower directly to us.
   8. The effect of Clauses 8.3 and 8.5 is to mean that if less than the full amount of the interest due at any time is in fact received the Facility Fee and any Platform Fee will be reduced in proportion to the amount recovered and paid as interest at that time or subsequently.
   9. If the Lenders do not receive repayment in full of all Loans advanced under or within a given Loan Contract (referred to as a "capital loss") then we will not be entitled to receive or retain any Facility Fee or Platform Fee in relation to that Loan Contract deducted from interest payable to the Lenders incurring the capital loss (and if any Facility Fee or Platform Fee has been paid out of interest already received by the Lenders incurring the capital loss under that Loan Contract then we will rebate the same). This rebate will be paid to the Lenders pro-rata to the interest each has received under that Loan Contract to be applied towards recovery of any unpaid Loans once we are satisfied in our absolute discretion that a capital loss will in fact be suffered by the Lenders concerned. In no circumstances will any rebate of the Facility Fee or Platform Fee become due to the relevant Borrower.
   10. We may offer discounts to the fees payable above ("Fees") to any person (or agree that higher fees are payable in any particular case) at any time in our sole and absolute discretion. Fees are payable in addition to any other fees payable to the Lenders (if any) under any Loan Contract.
   11. We may change the Fees (and charge additional fees) from time to time. We will give you at least 30 days' notice of any change in the Fees in accordance with Clause 15 (Notices). Any change in the Fees only applies to Loan Contracts entered into on and after the day on which that change takes effect.
   12. All Fees are exclusive of any applicable Value Added Tax ("VAT") or other taxes, for which the person paying the relevant Fee shall be liable. Each of the Fees is non-refundable to the Borrower once paid.
   13. Additional fees and costs may be payable to or recoverable by us from the Borrower from time to time as provided for in the Loan Contract, or as separately agreed with the Borrower.
9. Representations and Warranties
   1. By agreeing to the terms of this Agreement, all Lenders and Borrowers each represent and warrant to us that:
      1. all information you provide to us at any time is true and accurate in all respects;
      2. you are each entering into this Agreement as principal and not on behalf of any third party, and will enter into each Loan Contract or Security Document(s) (as the case may be) through the Service in the same capacity;
      3. execution, delivery and performance of this Agreement by you will not violate any law, ordinance, charter, by-law or rule applicable to you, or any other agreement by which you are bound or by which any of your assets are affected.
   2. Each Lender further represents and warrants that it will not use the information posted on the Service for any purpose other than researching a Loan Request listed on the Service.
10. User Content
    1. All Lenders and Borrowers represent, warrant and undertake to us that none of the text, numerical information, graphics, still and moving images or other material that may be posted on your behalf on the Service, including any Loan Request that you apply to list or any offer of sale on the Resale Market ("User Content") will infringe the rights of any third party, including applicable intellectual property rights, privacy, publicity or other personal or proprietary rights; or will contain libellous, defamatory or otherwise unlawful material.
    2. Borrowers agree that we and Lenders wishing to sell on a loan in the Resale Market may make available to other Lenders information relating to the original Loan Request (including documentation used to support that Loan Request). Lenders participating in the Resale Market should note that this information may not have been updated by the Borrower concerned and so it may be inaccurate and out of date. The Borrower will have no greater liability to any Lender purchasing a loan on the Resale Market in relation to that information than the Borrower would have had to the original Lender accepting the Loan Request or part thereof.
    3. Borrowers and Lenders each agree and undertake not to:
       1. use the Service to:
          1. harvest or collect email addresses or other financial, personal or contact information of other users of the Service from the Service by electronic or other means for the purposes of sending unsolicited communications or inviting any person to lend or borrow outside the Service;
          2. create a database (electronic or otherwise) that includes material downloaded or otherwise obtained from the Service otherwise than for your own personal records (and except where expressly permitted on the Service);
          3. transmit or re-circulate any material obtained from the Service to any third party except where expressly permitted on the Service;
       2. use the Service in any unlawful manner or in any other manner that could damage, disable, overload or impair the Service or the servers on which it is hosted;
       3. use automated scripts to collect information from or otherwise interact with the Service;
       4. upload, post, publish, display, transmit, share, store or otherwise make available on the Service any content that we may deem:
          1. to be misleading, harmful, threatening, unlawful, libellous, defamatory, infringing of any intellectual property rights, abusive, discriminatory, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
          2. to contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
          3. to be unsolicited or unauthorised advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
          4. to be the private information of any third party, including, without limitation, addresses, phone numbers, email addresses, National Insurance numbers or other identifiers, credit card numbers and/or debit card numbers;
          5. to be an attempt to promote or market any goods or services for your own financial benefit;
       5. register on the Service in the capacity as Borrower or Lender more than once or register on the Service on behalf of an individual other than yourself, or register on the Service on behalf of any entity without that entity' s prior written authorisation;
       6. impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity;
       7. use or attempt to use another User Admin Account, service or system without authorisation from us, or create a false identity on the Service;
       8. solicit personal information from anyone under the age of 18 or solicit passwords or personally identifying information for commercial or unlawful purposes; or
       9. use this Service in such a way so as to remove the copyright or trade mark notice(s) from any copies of any material made in accordance with this Agreement.
    4. Each Lender and Borrower agrees that it is solely responsible for its User Content and that it will not post, permit to be posted, transmit, or share User Content on the Service that it did not create or that it does not have permission to display, publish or post. You understand and agree that we may post to the Service any of the information referred to in Clause 4.2 and that we may, but are not obligated to, review the same and may delete or remove (without notice) any User Content in our sole and absolute discretion, for any reason or no reason (including without limitation User Content that in our own absolute discretion violates any provision(s) of this Agreement). You are solely responsible at your own cost and expense for creating backup copies and replacing any User Content.
    5. When you or we post User Content, each Lender and Borrower authorises and directs us to make such copies of it as we consider necessary in order to facilitate the publication, display and storage of the User Content on the Service. By posting (or consenting to our posting) User Content to any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide licence (with the right to sub-licence) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Service or the promotion of it, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorise sub-licences of the foregoing. This includes the use by Lenders in the Resale Market of such User Content. You may remove your User Content from the Service on termination of this Agreement in accordance with Clause 13. If you choose to remove your User Content, the licence granted above will (subject to Clause 10.2) automatically expire, however you acknowledge that we may retain archived copies of your User Content.
    6. Each Lender and Borrower agrees to indemnify and hold each other user, us, our subsidiaries and affiliates, and each of our directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or in connection with any of your User Content, your listing of any Loan Requests or other use of the Service, your conduct in connection with the Service or with other users of the Service, or any breach by you of this Agreement or of any Applicable Law or the rights of any third party.
    7. Each Lender and Borrower is solely responsible for its interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users.
    8. Subject to the provisions of this Agreement, we are not responsible for third party content downloaded or any content posted by users on the Service.
    9. We welcome ' links' to the home page of the Service or other public pages, but not ' deep linking' by which we mean that you may not include a link to any page of the Service that is not the home page or such a public page. You must not display the contents of our Service (or any page from it) or allow it to be displayed surrounded or framed or otherwise surrounded by material not originating from us without our prior written consent.
    10. The information provided via the Service is intended solely for use by persons and organisations that meet the eligibility criteria set out in this Agreement. The Service 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. Our Details
    1. Invest and Fund Limited is incorporated in England and Wales with company number 8277803 and has its registered office at 32 Threadneedle Street, London, EC2R 8AY. We are authorised and regulated by the Financial Conduct Authority (FRN: 711378). Our data protection registration number with the Office of the Information Commissioner is ZA014196.
    2. I&F Securities Limited ("IFSL") is incorporated in England and Wales with company number 8640905, and has its registered office at 32 Threadneedle Street, London, EC2R 8AY. IFSL' s data protection registration number with the Office of the Information Commissioner is ZA019132. IFSL may act as the Security Trustee referred to in this Agreement or we may from time to time appoint or allow another body to act in this capacity (either generally or in relation to specific Loan Contracts and related Security Documents). IFSL may also in its discretion or pursuant to any agreement reached transfer its rights, title and interest in any Security Documents and the security created thereby directly to a Lender or Lenders or to another successor trustee acting on behalf of a specific Lender or Lenders on such terms as IFSL considers appropriate. All references to the term 'the Security Trustee' in this Agreement will refer to all such persons, transferees and successors in title as well as to IFSL acting in the capacity as the Security Trustee.
    3. If we were ever to cease to trade or to become insolvent we would transfer our loan servicing obligations to a third party servicer (a "Back-up Servicer"). If this happens then:
       1. you may not be able to sell Loan Parts through the Resale Market;
       2. the Back-up Servicer would be entitled to enforce and have the full benefit of these Terms and Conditions in our place pursuant to the Contract (Rights of Third Parties) Act 1999; and
       3. all references to us in this Agreement and in the Privacy Notice will include the Back-up Servicer.
12. Liability
    1. Both Lenders and Borrowers shall be liable to us and the Security Trustee for any loss or damage suffered by us and/or any Security Trustee as a result of:
       1. your breach of this Agreement, any Loan Contract or any other agreement between you and us;
       2. your negligence or wilful misconduct;
       3. any fraudulent use of the Service;
       4. any and all use of your user name and Password.
    2. We and the Security Trustee shall not be liable to you for any loss or damage which you may suffer as a result of your use of the Service except where the loss or damage arises from any breach by us of this Agreement or was caused by our or the Security Trustee's gross negligence, wilful default or fraud. We are not responsible for any breach of this Agreement arising from circumstances outside of our reasonable control.
    3. Our liability and that of a Security Trustee to any Lender in respect of any Loan Request shall in any event be limited to the amount lent by it in relation to the matter that gave rise to the liability.
    4. Subject to Clause 12.5 and except to the extent prohibited by Applicable Law, we and the Security Trustee will not be liable for any indirect, incidental, special, punitive or consequential damages, loss of business, loss of profits, loss or corruption of data, loss of goodwill or reputation caused by any act or omission by us or the Security Trustee under this Agreement or any Security Document.
    5. Nothing in this Agreement will be effective to exclude liability for personal injury or death or for any matter which cannot be excluded under applicable law.
13. Termination
    1. We may terminate this Agreement by notice in writing to you at any time in the event that:
       1. you are in breach of any term of this Agreement or any Loan Contract or Security Document(s) to which you are a party;
       2. if you are a Borrower, you enter into any other borrowing or debt finance arrangement with one or more lenders other than via the Service (except asset-specific financing or invoice purchasing arrangements), where the total amount raised from or committed by such external lenders exceeds 10% of the total amount lent to you through the Service, without our prior written consent, such consent not to be unreasonably withheld or delayed; or
       3. we suspect that you have used the Service, or intend to use the Service, for the purpose of an illegal activity.
    2. You may terminate this Agreement by providing 7 days' written notice to us, provided:
       1. as a Lender you have no Offers outstanding and no outstanding rights or obligations under Loan Contracts (and no unfulfilled obligations under this Agreement); or
       2. as a Borrower you have no Loan Requests open to Offers and no outstanding rights or obligations under Loan Contracts (and no unfulfilled obligations under this Agreement),
       at the time of your request and on the termination otherwise taking effect.
    3. On termination of this Agreement, any of your funds remaining in the Invest and Fund Client Funds Account will, subject to any applicable legal restriction, be credited to your Nominated Bank Account.
    4. Following termination of this Agreement, we will provide you with limited access to the Service and your User Admin Account for a period of 7 days' to download any of your User Content or information relating to Offers, communications with Borrowers or Loan Requests made by you via the Service. Upon the expiry of that 7-day period, your access to your User Admin Account and the Service may be terminated and we will have no obligation to store or provide you with access to any information relating to your activity on our Service. If access is provided it may then be charged for.
    5. Termination of this Agreement will not release you from any of your obligations under any subsisting Loan Contracts or Security Documents.
14. Complaints
    1. If for any reason you have a complaint or concern concerning the operation of the Service please contact us by email at enquiries@investandfund.com with brief details of your complaint and your account number. We have a written complaints procedure, and you can request a copy of this at any time.
    2. You may also have the right to refer your complaint to the Financial Ombudsman Service, if you are not happy with our response, or if eight weeks have passed and we have not provided our final response to you. Please be aware that the Financial Ombudsman Service can only consider complaints from individuals, some small businesses and certain other types of customers.
    3. The Financial Ombudsman Service can be contacted in the following ways:
       1. Post:
          The Financial Ombudsman Service
          Exchange Tower
          Harbour Exchange
          London E14 9SR
       2. Telephone
          You can call the Financial Ombudsman Service on:
          1. 0800 023 4567 (calls to this number are free from a landline or mobile phone);
          2. 0300 123 9 123 (calls to this number cost no more than calls to 01 and 02 numbers); or
          3. +44 20 7964 0500 (for calls from outside the UK)
          from 8:00 to 20:00 Monday to Friday, and from 09:00 to 13:00 on Saturdays.
       3. Email
          complaint.info@financial-ombudsman.org.uk
       4. Website
          http://www.financial-ombudsman.org.uk
15. Notices
    1. Except as otherwise expressly provided in this Agreement, any communication in writing may be given by post to the last known postal address that we hold for you or you hold for us, or email to the email address last notified by you to us or by us to you, or (where not prohibited by Applicable Law and regulation) communicate with you by posting information in your User Admin Account.
    2. Communications sent:
       1. by post will be treated as received by you three working days' after posting;
       2. by email they will be treated as received immediately upon sending, so long as we do not receive notice of non-transmission or non-receipt; and
       3. to your User Admin Account will be treated as received by you when it is posted by us.
    3. Each Lender agrees that all notices and communications from a Borrower under its Loan Contract will be sent via us.
16. Amendments to this Agreement
    1. Subject to the provisions of Clause 8 (Fees), we may amend this Agreement by giving you notice via the Service and your User Admin Account.
    2. We may make changes:
       1. where we consider in our reasonable opinion that a change is not materially prejudicial to you; or
       2. to introduce or withdraw systems or technology; or
       3. to introduce or withdraw products or services; or
       4. to meet any reasonable requirements of a replacement Security Trustee acting or agreeing to act in that role in holding and being party to Security Documents (including in setting out the nature and extent of their duties and in recording any limitations to the same they may require); or
       5. to implement changes imposed on us by third parties or required by Applicable Law or which are required to maintain or (in our view) comply with any authorisations or regulatory permissions we determine we require to provide the Service (including to ensure compliance with the ISA Regulations (as defined below in Part B) in relation to any Invest and Fund ISA accounts).
    3. Some of the terms of this Agreement reflect our understanding of Applicable Law which may include regulatory requirements that have not been published or may (when published) differ from the terms we expected would form part of the relevant Applicable Law. If we find that any term of this Agreement is inconsistent with Applicable Law we will not rely on that term but will treat it as if it did reflect Applicable Law pending this Agreement being updated.
    4. For the avoidance of doubt, these changes may impact our fees and charges or the level of service provided (specifically (but without limitation) where changes are required to be able to maintain an Invest and Fund ISA in compliance with applicable regulations).
    5. By continuing to access, use and/or benefit from the Service (including by receiving any interest, making a new Offer (or purchasing or selling a Loan Part) or continuing to allow Auto-Lend Loans to be made or purchased on your behalf as a Lender or submitting a new Loan Request as a Borrower) after you have had notice of a change you are deemed to have accepted it (even if not covered by the terms of Clause 16.2). If you are not content to accept with any changes to this Agreement, you may terminate this Agreement in accordance with Clause 13.2 (strictly subject to the terms of that Clause).
17. Confidentiality
    1. We shall not be obliged to disclose to any Lender or Borrower any information, consider or to take into account any information or other matters which come(s) to our notice or the notice of any of our employees, directors, agents, sub-contractors or associates:
       1. which does not come to the actual notice of the person dealing with you; or
       2. where such disclosure, consideration or taking into account would, or we reasonably believe that it would, be a breach of any duty we may owe whether of fidelity or confidentiality or otherwise owed to any other person; or
       3. which we receive in the course of providing services to other persons.
    2. We and you will keep confidential and will not disclose to any third party any information that is marked or otherwise indicated as being confidential, except information that the receiving party already had in its possession without any confidentiality restriction, information independently developed by the receiving party without reference to the information received from the disclosing party, information that either of us is bound to disclose under Applicable Law or by order or request of any regulatory authority or to our respective professional advisers for the purposes contemplated in this Agreement, or in our case or that of any Lender, where disclosure is necessary to exercise any of our rights or perform any of our or its obligations under this Agreement or any Loan Contract, as the case may be. For the avoidance of any doubt, our posting any of the material referred to in Clause 4.2 or which is otherwise a part of a Borrower's Loan Request will not be a breach of any duty of confidentiality we may otherwise owe a Borrower.
    3. Our Privacy Policy provides detail on how we handle personal data. You will be required to confirm that you agree to be bound by it. If you do not, you must immediately cease use of the Service.
18. Client money
    1. The Invest and Fund Client Funds Account (and each such account if more than one) is a segregated account held separately from our own funds. It is and will be maintained with a bank appropriately authorised in line with our own obligations to the Financial Conduct Authority in relation to holding client monies (the "Account Bank"). A Lender's monies will therefore be held with other Lenders' money in a pooled account and you consent to such pooling. We are not responsible to you for the acts or omissions of the Account Bank from time to time and if the Account Bank were to become insolvent we would not be liable for any shortfall save to the extent we have not complied with our express obligations under this Agreement.
    2. We have elected to hold all Lenders' monies in accordance with the FCA rules, as client money on the basis set out in the Handbook in CASS Client Assets, Section 7.
    3. Lenders'funds may be transferred to and so held in the client accounts of solicitors engaged to deal with certain property finance transactions if required to meet the objectives of a Loan Request. These funds will be held by such solicitors under the "Solicitors Regulation Authority client money rules". Solicitors are not responsible for the acts or omissions of the bank holding their client money from time to time and if the Solicitors' own bank were to become insolvent our solicitors would not be liable for any shortfall.
19. Agency and appointment of Security Trustee
    1. By entering into this Agreement all Lenders appoint us to act as your agent in the administration of each Loan Contract, all security and any related guarantees (including in instructing the Security Trustee). The Lenders agree that we may act in such role in such manner as we reasonably consider appropriate.
    2. The Security Trustee is irrevocably appointed by each Lender to hold the assets charged under the Security Documents upon trust for itself, us and all of the Lenders to that Borrower on the terms of the Security Documents. You authorise the Security Trustee to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under or in connection with any Security Document, together with all other incidental rights, powers, authorities and discretions
    3. The Lenders acknowledge that the Security Trustee only has those duties and obligations set out in the Security Documents and in this Agreement or arising under law. Section 1 of the Trustee Act 2000 will not apply to the Security Trustee.
    4. In administering the Service and acting as agent under the Loan Contracts and any related guarantees or as security agent under the Security Documents (including as provided for in Clause 5 above) we and the Security Trustee will not be liable for any act or omission unless directly caused by our own (or the Security Trustee's) gross negligence, wilful misconduct or fraud. No Lender or Borrower may bring any action or proceedings against any officer, employee or agent of ourselves or the Security Trustee in relation to any other act or omission and each such officer, employee or agent may rely on this term.
    5. The Lenders agree that we and the Security Trustee will be entitled to be paid and reimbursed all costs, expenses and liabilities each reasonably incurs in administering the terms of the Finance Documents and in seeking to recover amounts due to Lenders out of any proceeds or sums received or recovered by us or it under the Finance Documents in priority to the claims of the Lenders. This will include the costs of employing or appointing any agents under Clause 5 of this Agreement (who may be appointed on a basis that entitles them to receive a percentage of any recovery if we consider this, in our discretion, to be in the interest of Lenders) and a fair and reasonable allocation of the costs of utilising the Security Trustee's management time and other resources on the basis of such reasonable hourly rates as may be notified from time to time. Any such costs of recovery will be added to the amount due from the relevant Borrower under the terms of the Finance Documents (and each Borrower agrees now to these costs, expenses and liabilities being recovered and confirms that payment of the same is secured by any Security Document they are party to), but in the event of a shortfall for any reason it will be borne by the Lenders on the Basis of Allocation.
    6. The Security Trustee may in its discretion agree to the disposal of any property or part of a property that is subject to a mortgage or other registered charge created by a Security Document and the Security Trustee may release that asset from the security created by the Security Documents. Subject as provided for in Clause 19.7, this will be on the basis that the net disposal proceeds are then applied in prepayment of amounts secured thereby (or any amounts secured in priority thereto).
    7. The Security Trustee may also in its discretion agree to the release of security created by Security Documents and to the release of all or part of the net disposal proceeds back to the Borrower (or allow sale proceeds to be deferred) if the Security Trustee and we are satisfied in good faith and after due consideration that:
       1. the property or properties being released without requiring application in prepayment are part of a series of units or plots and the sales of the same are proceeding in line with an agreed sales plan;
       2. the security retained by the Security Trustee for the obligations of that Borrower to all of the Finance Parties is considered to be adequate and it is reasonable to expect that the Borrower will be able to dispose of the retained property or properties still secured by the Security Documents (including under any junior ranking Security Documents held for the benefit of Finance Parties) in such a manner as to achieve repayment of all amounts secured thereby on or before the date of repayment agreed with the Lenders under the relevant Loan Contract. It is possible that despite the process followed in approving such release of funds that all of the Finance Parties may not nevertheless recover all amounts secured by the remaining security constituted by the Security Documents. We and the Security Trustee will not be liable to you if this proves to be the case so long as we have acted in good faith in coming to the decision made at the time.
    8. The Security Trustee may take such advice as it considers it requires on receipt of any request to exercise its discretion under Clause 19.7 and the Borrower agrees to indemnify it for all such costs so incurred.
    9. We (as agent for the Lenders) and the Security Trustee may at any time and without being required to give notice, grant such consents to a Borrower to enter into further Loan Contracts or to incur further loan indebtedness or to do such other things as we or the Security Trustee consider necessary or deem appropriate.
    10. A Borrower will not have any right to expect or require the Security Trustee to exercise its discretion as allowed for by Clauses 19.7 or 19.9 above.
20. General
    1. This Agreement is supplied in English and all communications between us and any Lender or Borrower (including any communications or documentation passing between us before entering into any contract) will be in English.
    2. This Agreement is governed by English law and the English courts will have non-exclusive jurisdiction to settle any disputes that may arise in relation to it, provided that we retain the right to bring proceedings against you for a breach of this Agreement in your country of residence or any other relevant country.
    3. Nothing in this Agreement is intended to confer any benefit on any person who is not a party to this Agreement (other than a Successor Trustee), and no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. For the avoidance of any doubt, the Finance Parties (as defined in the Loan Contract) are deemed to be parties to this Agreement along with you and us.
    4. If any part of this Agreement is found to be illegal, invalid or unenforceable by any court of competent jurisdiction or regulatory authority, the remainder shall continue in full force and effect. No single or partial exercise, or failure or delay in exercising any right, power or remedy by either you or us shall constitute a waiver by us of, or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
    5. The provisions of this Agreement are personal to you and you may not assign or transfer any of your rights or obligations under this Agreement.
    6. We may assign our rights and obligations under this Agreement to any other company in our group, including a parent company or subsidiary or in the event of the sale or transfer of all (or part) of our business or assets.
    7. The records kept by us in the Service shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.
    8. We will seek to allow uninterrupted use of the Service, but this may be restricted or suspended from time to time.
21. Part B – Invest & Fund ISA Terms & Conditions
22. Introduction
    1. We offer eligible Lenders the opportunity to open an Invest and Fund ISA with us. This is an innovative finance individual savings account as defined in the Individual Savings Account Regulations 1998 (as amended from time to time, the "ISA Regulations") (itself an "Innovative Finance ISA"). We do not offer any other type of individual savings account.
    2. If eligible you may be able to make some or all of the Loans you advance as a Lender through the Service as investments made and held in your Invest and Fund ISA (including as Auto-Lend Loans).
    3. Your Invest and Fund ISA will be identified as a separate account on the Service and any other Loans made by you otherwise than from funds held in your Invest and Fund ISA will be made via a normal Lender account which will not be an innovative individual savings account (a "Non ISA Lender Account"). Similarly if you instruct us to make or purchase Auto-Lend Loans on your behalf from your Invest and Fund ISA this Auto-Lend will operate separately to any Auto-Lend applied on your behalf in making other Auto-Lend Loans (and Loans may be made or purchased in a different order).
    4. If you apply for an Invest and Fund ISA (and if we open the same) the Terms and Conditions in this Part B will also apply to you (in addition to all of the General Terms and Conditions set out in Parts A and C).
    5. For the avoidance of any doubt, we have a complete discretion to decide whether or not to accept or reject any application to open an Invest and Fund ISA.
    6. If your application to open an Invest and Fund ISA is accepted then we (Invest and Fund Limited) will be your ISA manager.
    7. To open an Invest and Fund ISA, we must be in receipt of a completed ISA application which is in all respects satisfactory to us (with all supporting information required), together with your payment for any amount between our stated minimum subscription up to the maximum annual subscription allowance applicable at the time.
    8. You may subscribe funds to your Invest and Fund ISA in any tax year (i.e. the period starting on 6 April of one year and ending 5 April of the following year) for which you are either resident or ordinarily resident in the United Kingdom or, although non-resident in the United Kingdom, perform duties of a Crown employee which are treated as being performed in the United Kingdom, or are the spouse or civil partner of such a person.
    9. When you open an Invest and Fund ISA, we may ask you to make a declaration to allow you to subscribe funds to your Invest and Fund ISA for each subsequent tax year. If you do not place any money in your Invest and Fund ISA during a tax year, you will need to make a new declaration should you wish to subscribe to your Invest and Fund ISA in the following tax year.
    10. In accordance with the ISA Regulations, you are not eligible to apply for an Invest and Fund ISA if you have already subscribed to another Innovative Finance ISA , or have already subscribed the maximum available allowance to a cash and/or stocks and shares ISA, in the same tax year as you are applying for this Invest and Fund ISA. These restrictions do not apply if you are:
        1. transferring an existing Innovative Finance ISA from another ISA provider to your Invest and Fund ISA (in circumstances where this is permitted under the ISA Regulations), or
        2. where you have already subscribed the maximum allowance to a cash and/or stocks and shares ISA and this is transferred to your Invest and Fund ISA.
    11. ISA investments will be, and must remain in, your beneficial ownership and must not be used as security for a loan.
    12. Any documents evidencing your title to the investments made through your Invest and Fund ISA will be held by us or as we may direct.
    13. We will satisfy ourselves that any person to whom we delegate any of our functions or responsibilities under this Part of this Agreement or as a ISA manager is competent to carry out those functions and responsibilities.
    14. We will notify you if, by reason of any failure to satisfy the provisions of the ISA regulations, we become aware that your Invest and Fund ISA has, or will, cease to be a valid ISA under the ISA Regulations. If the failure cannot be corrected or if you fail to take any action requested by us in writing within a reasonable period of time, we may close your account by written notice. Your Invest and Fund ISA will then transfer to a Non ISA Lender Account under the Service.
    15. If you have any questions, doubts or issues relating to Invest and Fund ISA's or your eligibility to hold an ISA, you should consult the HM Revenue and Customs ("HMRC")' s HMRC website or contact HMRC directly.
    16. You must inform us if any declarations or confirmations you have made about your eligibility to hold an Invest and Fund ISA no longer apply.
    17. You must inform us immediately if you are no longer a UK resident or cease to perform duties of a Crown employee which are treated as being performed in the United Kingdom, or cease to be the spouse or civil partner of such a person.
    18. We are not authorised to provide investment management services or to give or make recommendations to you and you acknowledge and agree that you are solely responsible for any investments held within an Invest and Fund ISA. You may want to seek your own independent advice before opening an Invest and Fund ISA. You should ensure that you satisfy yourself as to the tax treatment of any loans or cash held in an Invest and Fund ISA.
    19. You authorise us to provide HMRC with all relevant information about you or your Invest and Fund ISA and the Loans and investments held in your Invest and Fund ISA.
23. Payments and withdrawals
    1. Subscriptions can be made into your Invest and Fund ISA account by bank transfer.
    2. All subscriptions must be in cash and the initial subscription into your Invest and Fund ISA must be of at least £2,500.
    3. The maximum you can subscribe to your Invest and Fund ISA is the maximum ISA limit per tax year as prescribed in the ISA Regulations.
    4. If funds are subscribed into your Invest and Fund ISA which exceed the amount prescribed in the ISA Regulations, then the excess subscription will be transferred to a Non ISA Lender Account on the Platform in your name (and you authorise us to open such an account in your name if required).
    5. You may make withdrawals from your Invest and Fund ISA account; however, you cannot withdraw funds which are invested in a Loan.
    6. Your Invest and Fund ISA will be flexible. This flexibility means funds which are withdrawn can be replaced within the same tax year and this will not affect your ISA subscription limit for that year.
24. Cancellation
    1. If you decide you no longer want an Invest and Fund ISA, you will have the right to cancel your account within 14 calendar days' of the date your account is opened. You can do this by phoning us on 01424 717564, emailing us at lending@investandfund.com or writing to us at Invest and Fund, 32 Threadneedle Street, London, EC2R 8AY.
    2. When your Invest and Fund ISA is cancelled, any money credited to your account will be transferred to your Non ISA Lender Account. You can then proceed to use your Non ISA Lender Account as per Part A of these Terms and Conditions.
    3. If you choose to cancel your Invest and Fund ISA within the 14 day cancellation period outlined in Clause 23.1 you will remain eligible to open an Innovative Finance ISA with us or another ISA Manager. This will not apply if you cancel your invest and Fund ISA after this period.
25. Account closure
    1. If you wish to close your Invest and Fund ISA, you can do so by phoning us on 01424 717564, emailing us at lending@investandfund.com or writing to us at Invest and Fund, 32 Threadneedle Street, London, EC2R 8AY.
    2. If you have subscribed to your Invest and Fund ISA during a tax year and then close the account, and do not arrange with another ISA provider to transfer the money in your account to them, you will not be able subscribe to another Innovative Finance ISA with another ISA provider in the same tax year.
    3. If you have subscribed to your Invest and Fund ISA during a tax year and then close the account, you will be able to re-open the account with us during the same tax year.
    4. We may close your account with immediate written notice to you if we are directed to close it by HMRC, which would be confirmed to you in writing.
    5. If you or we close your Invest and Fund ISA, any money credited to your account will be transferred to a Non ISA Lender Account. You can then proceed to use your Non ISA Lender Account as per Part A of these Terms and Conditions.
    6. In closing your Invest and Fund ISA we may deduct any sums due to us.
    7. You agree that you will reimburse us for any amounts required to be paid in tax or otherwise if you close your Invest and Fund ISA.
26. Your death or bankruptcy
    1. If you die your Invest and Fund ISA becomes a 'continuing account of a deceased investor'. To retain this tax-exempt status no payments can be made into the Invest and Fund ISA. Whilst this is a matter to be confirmed at the time, its status as a continuing ISA may (at the date of issue of these Terms and Conditions) be expected to remain until either the administration of the estate is complete, the Invest and Fund ISA is closed, or three years have passed since death ' whichever is sooner.
    2. After your death, any income we receive will be held as cash within your Invest and Fund ISA. No further Loans will be made.
    3. We will hold your Investments until we receive the sealed office copy of the grant of representation and instructions from your personal representative(s).
    4. In the event of your bankruptcy, ISA tax exemptions will no longer apply from the date on which a trustee is appointed to manage your estate.
    5. When we receive notification of your bankruptcy we will close your Invest and Fund ISA account and any investments and money credited to your account will be transferred to a Non ISA Lender Account administered as per Part A of these Terms and Conditions.
    6. We may levy such charges as we advise are applicable at the time if we receive notice of a bankruptcy order or if requested to value a deceased's interest in an Invest and Fund ISA for any other purpose connected with the deceased's bankruptcy.
27. Transfers in
    1. You may transfer money into your Invest and Fund ISA from an existing ISA with another provider. An online transfer-in form will need to be completed and then we will send you a Transfer Authority form to approve and sign. We can then arrange for the funds to be transferred to us from your existing ISA provider in accordance with your instructions and ISA Regulations.
    2. The transfer process will begin on the date on the Transfer Authority form or the date you stipulate for us to begin the transfer process, whichever is later. We will then send your request for the transfer of money in your existing ISA to your existing ISA Provider together with confirmation that we will accept the ISA transfer, within 5 business days' of receiving your Transfer Authority form.
    3. Funds in a Non ISA Lender Account can be transferred into your Invest and Fund ISA as long as they are not currently invested in a Loan, the criteria for funds being transferred into your Invest and Fund ISA are met and such Non ISA Lender Account is not held on a basis that precludes such use.
28. Transfers out
    1. You cannot liquidate Loans within an Invest and Fund ISA to fund a transfer out; however, Loans within an Invest and Fund ISA can be sold on the Resale Market.
    2. You may transfer all (but not part) of the money invested in your Invest and Fund ISA account in the current tax year, together with all or parts of any funds (together with interest) in your account from previous tax years to another ISA Provider in accordance with the ISA Regulations and these Terms and Conditions. You will need to contact your other ISA provider in order to arrange a transfer and you can choose the date funds are transferred subject to us being allowed a reasonable period to implement that transfer. That reasonable period shall not exceed 30 days' and shall be consistent with the requirements of the ISA Regulations.
29. Facility Fees
    1. The Facility Fee applicable under Clause 8.4 (in Part A of these Terms and Conditions) to Loans made under your Invest and Fund ISA Account will be 1.25% and not 0.75%. The additional Facility Fee provided for in Clause 8.5 (and any Platform Fees payable under Clause 8.6) will still apply where relevant.
    2. If the interest rate quoted to any Lender under the Service as applicable to a given Loan made under your Invest and Fund ISA Account is less than the interest rate expressed to be payable by the Borrower under the relevant Loan Contract then the difference will (noted in Clause 8.6) represent a Platform Fee (in regard to which the relevant terms of Clause 8 will apply).
30. Existing Loans
    1. If you are a Lender that has already made Loans under a Non ISA Lender Account, then you cannot transfer existing Loans from your Non ISA Lender Account into your Invest and Fund ISA account.
    2. You can sell Loan Parts held under a Non ISA Lender Account and subsequently transfer non-invested funds to your Invest and Fund ISA account as per (and subject to) Clause 26.3.
    3. Loans on the Resale Market can be purchased using any non-invested funds in your Invest and Fund ISA.
    4. Loans held within an Invest and Fund ISA can be sold on the Resale Market.
31. ISA Regulations
    1. The management of your Invest and Fund ISA Account will be subject to the ISA Regulations. Any changes made by HMRC to the ISA Regulations that affect these terms will apply as soon as they come into effect.
    2. We will inform you if we become aware that your Invest and Fund ISA Account has or will lose its tax exemption through any failure to meet the ISA Regulations. If we become aware that a Loan which was previously allowed under the ISA Regulations as an investment ceases to be allowed, we will notify you and request your instruction to either sell the Loan and reinvest the proceeds in the account, or transfer it out of the account.
    3. The terms of this Part B of these Terms and Conditions are based on our understanding of current law and HMRC's practice as at 5 April 2018. These may change in the future and the favourable tax treatment of ISAs may not be maintained.
32. Part C – Auto-Lend Terms
33. Auto-Lend Lending
    1. Each Auto-Lend Lender by its acceptance of this Agreement appoints and instructs us as its agent to automatically make Offers for and to make and purchase Loans under the Service. We will only make or purchase Loans under this Auto-Lend which we determine meet the criteria set out on our website from time to time as applicable to Loans to be made or purchased under this Part C by Auto-Lend Lenders and only then if and to the extent that the relevant Auto-Lend Lender has funds on its Lender Admin Account which are available to be used for that purpose.
    2. Loans to be made or purchased under this Part C by Auto-Lend Lenders are referred to in this Part C and elsewhere in this Agreement as "Auto-Lend Loans".
    3. The criteria listed on the I&F website, as revised from time to time with written notice to the Auto-Lend Lenders, are referred to below as the "Agreed Criteria" and the funds in an Auto-Lend Lender's Lender Admin Account will include funds that have been paid into that account as repayments of, or interest and other payments made on, Loans already made (so allowing for such proceeds to be reinvested).
    4. An Auto-Lend Lender will be able to specify the level of diversification of their Auto-Lend Loans across amounts available to be lent in response to Loan Requests by percentage subject to the minimum percentage and amount lent as specified within the Service and notified to the Auto-Lend Lenders from time to time. The percentage diversification chosen by the Lender will be applied to the funds available to lend when Auto-Lend Loans are made or purchased under the Auto-Lend and is applied across Loan Requests and not only Borrowers.
    5. Under Clause 1.13 of Part 1 of these Terms and Conditions it is envisaged that on occasion Loan Requests may be presented as seeking senior and junior Loans. The Agreed Criteria only apply to senior Loans which have first ranking security (whether or not junior or mezzanine Loans may also be requested by or be made to that Borrower).
    6. Each Auto-Lend Lender acknowledges that we are entitled at all times to comply with our internal policies and procedures and with all applicable laws (in each case as changed from time to time) applicable to the operation of this Part C and the making or purchase of Auto-Lend Loans when making Offers for or purchasing Loans on the Auto-Lend Lender’s behalf, including but not limited to the procedures for entering Offers and concerning the allocation of Loans. Specifically this includes:
       1. our policies for scaling back the Offers made for a Loan or a bid to purchase a Loan or portion thereof to ensure that all or certain Auto-Lend Lenders with Auto-Lend in place applicable to the Loan Request (or Loan available for purchase) are able to participate;
       2. our discretion to ensure (if we so require) that an appropriate portion of any Loan Request (or Loan available for purchase) is available to be considered by other Lenders without an Auto-Lend in place ("Un-Auto-Lend Lenders") – each Auto-Lend Lender acknowledges that we can determine what that proportion is at any time in our discretion; and
       3. our discretion to limit which Lenders are aware of particular Loan Requests or Loans available for purchase and to decide that particular Loan Requests or Loans available for purchase are not going to be made available to Auto-Lend Lenders generally or at all.
    7. Each Auto-Lend Lender acknowledges that by entering into this Agreement it is accepting that:
       1. it will not be given the opportunity to approve Auto-Lend Loans being made (or (subject to clause 2.3 above) purchased) by it in advance if they comply with the Agreed Criteria and that it is possible that if it had been given that opportunity it might have decided not to make (or purchase) the Auto-Lend Loan in question;
       2. Auto-Lend Loans proposed to be made (or available for purchase) which meet the Agreed Criteria may nevertheless have other matters disclosed in the due diligence made available under the Service which might affect an Un-Auto-Lend Lender's decision to make (or purchase) the Loan in question. Whilst we will not allow Borrowers to post Loan Requests that do not satisfy our general criteria for Loan Requests to be acceptable to be posted, such matters disclosed in due diligence may still affect an Un-Auto-Lend Lender's decision but will not be matters which will preclude the Auto-Lend given by an Auto-Lend Lender from being followed. We will have no liability to any Auto-Lend Lender for any losses caused by an Auto-Lend Loan being made (or purchased) notwithstanding such disclosures;
       3. all of the Terms and Conditions set out in all Parts of this Agreement apply to Auto-Lend Lenders in the same way as to Un-Auto-Lend Lenders and accordingly we do not give any advice or warranty of any kind to any Auto-Lend Lender other than a specific confirmation that Auto-Lend Loans made (or purchased) under Part C of this Agreement by Auto-Lend Lenders will at the time the Auto-Lend Loan is advanced (or purchased) comply with the Agreed Criteria; and
       4. in any event, we are not under a legally binding obligation to act on the Auto-Lend given and accordingly whilst we expect to follow the Auto-Lend we have been given we will not have any liability to any Auto-Lend Lender if we fail to make (or purchase) Loans (or any particular Loan or Loans) on an Auto-Lend Lender's behalf. We will act fairly as between Auto-Lend Lenders in acting on the Auto-Lends given.
    8. Once an Auto-Lend Loan has been made or purchased under the Auto-Lend provided for in this Agreement it is then the relevant Auto-Lend Lender's responsibility to determine whether it wishes to retain that Auto-Lend Loan or to seek to sell it on under the Resale Market. The Auto-Lend Lender retains full responsibility to satisfy itself that the Auto-Lend Loans it has made or acquired are of a mix and type that are and remain satisfactory to it.
34. Exclusions
    1. Each Auto-Lend Lender agrees that we are not by entering into this Agreement with them or following the terms of the Agreed Criteria agreeing to achieve (or to seek to achieve) for the Auto-Lend Lender concerned any agreed or target rate of return over all of the Auto-Lend Loans (or all Loans) made or purchased for the Auto-Lend Lender or any portion or part of them. The reference to any 'minimum interest rate' in the Agreed Criteria is only the minimum rate of interest that may be payable under Auto-Lend Loans made or purchased under the Auto-Lend. This is not a rate or return which is guaranteed or which forms a target rate of return across all or any Auto-Lend Loans made or acquired.
    2. Without prejudice to the other terms of this Agreement, we make no warranty of the future performance of any Auto-Lend Loans, and we will not be liable in any circumstances for any losses that an Auto-Lend Lender may occur from Auto-Lend Loans made or purchased on its behalf. Payments due from Borrowers on Auto-Lend Loans are not guaranteed by us if a Borrower defaults and (as is the case with all other Loans) the Auto-Lend Lender's capital will be at risk once lent or applied to purchase an Auto-Lend Loan.
    3. Each Auto-Lend Lender accepts that we will not have any liability to the Auto-Lend Lender for any profits it might otherwise have made under Loans which (for whatever reason (including the application of the policies, procedures, discretions and other terms set out in this Part C)) are not made or purchased on the Auto-Lend Lender's behalf even if they would have met the Agreed Criteria.
    4. For the avoidance of any doubt, we will not be able to make an Offer or to purchase any Auto-Lend Loan that would otherwise have been made (or purchased) unless sufficient funds are in the Auto-Lend Lender's Lender Admin Account to carry out the Auto-Lend provided for . At no time will we extend credit or sanction an overdraft on a Lender Admin Account (other than one which arises for unpaid fees due to us, which will be payable in demand).
35. Duration of the Auto-Lend
    1. The Auto-Lend given by an Auto-Lend Lender shall continue until either: the Auto-Lend Lender cancels the Auto-Lend via their Dashboard Auto-Lend tab or:
       1. we receive written instructions from the Auto-Lend Lender to terminate this Agreement, in which case it will terminate on expiry of that notice period; or
       2. we give written notice to the Auto-Lend Lender to terminate this Agreement, in which case termination will take effect immediately. We do not have to give a reason for terminating this Agreement or the eligibility of the Auto-Lend Lender to lend or purchase Auto-Lend Loans but may do so at any time in our discretion.

Verification checks

What information do we collect?

You agree to provide us with information requested during the application process and comply with all our identification and anti-money laundering requirements to enable us to comply with all applicable laws, regulations, rules and regulatory guidance. We may require you to send us copies of relevant passports or other documentation sufficient to verify your identity. As a part of the application process, you must register with us the details of a bank account or building society account based in the United Kingdom and opened in your name. If at some future date you wish to change Your Nominated Bank Account, you may need to be re-identified for anti-money laundering purposes.

Understanding Risk

Summary of the main risks

Understanding the Risks of Peer-to-Peer Lending

This page sets out the key risks involved in lending through Invest & Fund so please read this information carefully and make sure that you have a good understanding of these risks before commencing any lending.

Lenders' Risk Assessment

One of Invest & Fund's core values is transparency, and we strive to make all relevant information readily available to enable Lenders to make an informed decision. No lending opportunities will be made available on the Invest & Fund website until they have passed the credit review process and been approved by our Head of Credit.

Invest & Fund will provide you with certain factual information about the Borrower, to help the Lender reach an informed decision as to whether to participate in a particular loan opportunity. This will include information about the Borrower's background, the nature of the request, a description of the asset, the Borrower's financial performance to date, management analysis, the legal position relating to security for the loan and a review of these key risks and relevant mitigating factors. A fuller understanding How loan risk is assessed can be found below.

Please remember that Invest & Fund do not provide investment advice and if you have any questions about the suitability of a particular loan opportunity to you, you should seek advice from a suitably qualified professional.

Delayed or Non-Repayment and Loss of Control

The main risk for Lenders is if the Borrowers do not repay the loan to the Lenders within the terms agreed in the loan facility agreement.

Lenders may not receive their funds on the dates expected. For example, the term of the loan may be extended in circumstances such as construction schedules have overrun, exit finance is not in place in time or a delay in selling developed units.

Whilst I&F operates an active secondary marketplace there is no guarantee that a willing purchaser for a loan placed for resale will be found so funds lent are technically considered to be 'illiquid' so not readily accessible.

If the Borrower fails to repay a loan then the legal charge over the property and other security can be exercised to seek to settle the outstanding repayments and this may result in a delay in return of funds or loss of Lender's capital. In the event of security being realised then the security trustee, I & F Securities Limited, acts on behalf of the lenders involved in that loan so you will not have the day to day decision making powers over the loan. Please be aware that the value of security can be adversely affected by many external factors such as sentiment in the property market and the progress of the property development.

Interest accrued on a rolled-up basis is only paid at the successful redemption of the loan, or upon sale of the loan via the Resale Marketplace.

To view our current bad debt rates, please click here.

Concentration Risk

Concentration risk is the probability of loss arising from a large exposure to a particular risk, for example an individual loan. Diversification is a risk management technique which can be applied by ensuring a mix of different loans is held in order to reduce the concentration risk.

For that reason, you should consider spreading your exposure to concentration risk by diversifying the number of Borrowers you lend to. If a loan is not available for funding in the Lending Marketplace at any particular time, you can check our Resale Marketplace for opportunities to purchase loans from other Lenders.

Drawdowns being refused or unfunded

Property development loans are released in drawdown tranches against the measured progress of the development. Every drawdown request is reviewed by our credit team and approved by the Head of Credit who considers the credit quality and must provide his sign-off otherwise the drawdown will not be allowed to progress. Although it has not happened to date there is also the possibility that the drawdown will not have attracted sufficient interest by the end of the auction, and so cannot progress. Either scenario may result in the Borrower having to put in more of its own funds, restructure the drawdown or even seek refinance elsewhere. Any Lenders who have bid on a loan which has been refused or underfunded prior to drawdown will have their monies refunded. Lenders who are already lent via earlier drawdowns of the same scheme will have the benefit of the value of the security and guarantees if the scheme fails to progress. The time taken for the Borrower to seek new funding from elsewhere may place cashflow pressures on the developer and affect the progress or successful completion of the scheme meaning increased risk to Lenders capital.

Platform Failure

It is an FCA requirement of all Peer-to-Peer platforms that they have a plan in place to implement should the decision be made to wind-down the company. I&F's plan, which has been reviewed by the FCA, sets out the actions that would be taken in such circumstances. This is to ensure an orderly wind-down so that existing loans would continue to be managed effectively to protect Lenders interests. A fuller description of the plan can be viewed here.

I&F segregates client funds and holds loan security in the name of a security trustee:

• All Lender funds that are not applied to a loan are held in a designated client money account held with Barclays Bank which means that they cannot be mixed with funds used to operate the business. This account is operated under FCA rules on Client Money.
• The security against each loan contract is held by an independent separate legal entity, I & F Securities Limited (IFSL), on behalf of Invest & Fund Lenders. In other words, they cannot be treated as assets of I&F. IFSL acts on behalf of all the Lenders in a facility in the event of a recovery of assets situation.

Invest & Fund is not covered by the Financial Services Compensation Scheme (FSCS).

Counterparty Risk

All Lender funds that are not applied to a loan are held in a designated client money account held with Barclays Bank which means that they cannot be mixed with funds used to operate the business. This account is operated under FCA rules on Client Money. The account holding bank is FCA & PRA regulated.

Lenders' funds may be held in the client accounts of panel solicitors engaged to deal with certain property finance transactions on behalf of Invest & Fund. As part of such transactions Lenders' funds may be passed from Invest & Fund's panel solicitors to solicitors acting on behalf of the Borrowers. We check to make sure that the Borrower's solicitors are registered with the SRA and so bound to act under SRA Client Money rules.

Invest & Fund's panel solicitors hold their client accounts at FCA & PRA regulated banks which may include Lloyds Bank plc, Barclays Bank plc, HSBC UK plc, and Santander UK plc. This list is not comprehensive and is subject to change from time to time.

Solicitors are not responsible for the acts or omissions of the bank(s) holding their client money from time to time and if the Solicitors' own bank were to become insolvent the solicitors would not be liable for any shortfall.

Invest & Fund is not responsible for the acts or omissions of account holding banks or solicitors and if account holding bank(s) were to become insolvent Invest & Fund would not be liable for any shortfall.

Fraud

The possibility of fraud during any loan transaction cannot be completely negated but Invest & Fund undertakes extensive and detailed due diligence and checks to mitigate against this. I&F undertakes its own detailed due diligence on potential Borrowers and their projects as well as seeking reports from professionals such as valuers, solicitors and surveyors, who are also vetted, as appropriate in order to mitigate against the risk of fraud. All of the loans are reviewed by our credit team and are approved by the Head of Credit who considers whether loans meet our credit standards and only then will they allow a loan to be drawn down if it is successfully funded. Invest & Fund always ensures that there is Borrower equity in any loan proposition, and there are legally enforceable guarantees in place.

Legal Risk

In common with some other Peer-to-Peer platforms I&F Lenders gain exposure to direct lending and so benefit directly and fully (from which facility fees are deducted) from the interest rate paid, but as highlighted in this Understanding Risks section property lending is not without risks. I&F acts as agent so does not lend in its own right nor does it make any margin on interest rate earned, so I&F does not take lending risk or the associated legal risk. The direct nature of the lending means that it may be possible to argue that there is a contractual relationship between Lender and Borrower. The risk therefore exists that a Borrower could seek to take action against I&F (and/or the Security Trustee) and it is theoretically possible that the Lenders to that Borrower may be joined as party to such an action. Scenarios might include where we take recovery action on a defaulted loan or, if funding was not made available to future stage drawdowns (see Risk detailed above: 'Drawdowns being refused or refunded'). I&F mitigates these risks by having its loan agreements and security documents drawn up by external lawyers and takes legal advice on a case by case basis before completing each new facility agreement and before taking recovery action. Unlike some other platforms our Lenders have no obligation to lend on subsequent drawdowns and it is made clear to Borrowers (who will have received their own independent legal advice before borrowing) that the funding of future drawdowns is not guaranteed. We have strong processes and sign-offs to ensure that we only take recovery action where a clear and verifiable contractual breach has taken place. Our position on recovery in default situations and the fact there is no obligation on our Lenders to lend on further drawdowns has been verified by our external lawyers

No Advice

Invest & Fund is not able to provide advice. Lending is undertaken by lenders using their own skill and judgement based upon careful analysis of the information provided. Lenders must satisfy themselves that they understand the risks involved in lending before doing so and if unsure should seek advice from a suitably qualified professional.

Tax

Invest & Fund pays interest to lenders gross, i.e. without the deduction of tax. It is up to Lenders to ascertain the tax that is applicable to their circumstances and to declare this to the relevant tax authorities, generally HMRC. Invest & Fund is unable to provide tax advice and, if this is required, guidance should be sought from a suitably qualified professional. Invest & Fund is required to provide reporting to the HMRC on the interest paid to Lenders.

Regulatory Procedure

Invest & Fund Limited is authorised and regulated by the Financial Conduct Authority (FRN: 711378).

Peer-to-peer lending is not covered by the Financial Services Compensation Scheme (FSCS) and so if you suffer a loss, you cannot apply to the FSCS for compensation.

If you have a complaint you may be able to refer it to the Financial Ombudsman Service (FOS). Please see our Complaints Procedure for further details.

How loan risk is assessed

Each application is closely scrutinised and numerous aspects are looked at both in isolation and in conjunction with each other. There are times where a negative aspect on its own might not be enough to merit a decline but combined with other aspects it may well be. Equally, that same negative aspect could stop us from wanting to review further information.

Loan risk assessment process

There are three key stages in the loan risk assessment process:

• The Head of Borrower Origination and his team are the primary contact for borrowers and potential borrowers and they will make an early assessment on the merits of any loan application and whether it would meet Invest & Fund's top line loan criteria and requirements. Many loan applications do not progress beyond this point. The information gathering process is started and any concerns or inconsistencies will be highlighted to the Internal Credit team;
• The Internal Credit team will consolidate the information that has been provided, including due diligence on the borrower, associated parties and the property project, and undertake relevant research to compare costings and property values, demand for property in the geographical area and any other appropriate research to validate the borrowers' figures and projections. If further information is required then this will be requested; and finally,
• The Head of Credit will make the final evaluation on whether the loan can be published on the platform for consideration by lenders. The Head of Credit has significant experience in the assessment of creditworthiness in relation to property transactions.

Loan Risk Assessment

Loan risk is assessed by focusing on;

• the Borrower and its professional team,
• the Project and location and
• the Security

The following list highlights some key considerations:

1. The Borrower
   As part of the assessment of a particular borrower, a wide range of factors will be evaluated, which include:
   1. The borrower due diligence is reviewed to confirm they are creditworthy, capable and have the ability to repay
   2. The principals of the borrower satisfy AML and source of funds checks
   3. The project is reviewed and assessed to be achievable with suitable mitigants in place to cover any downside risk
   4. The value of the land or property is verified by an independent valuer, and for property development funding the development value of the units is confirmed, and both support the level of agreed lending
   5. For development funding the project, the developer and their professional team are validated by an independent monitoring surveyor
   6. Solicitors instructed by Invest & Fund report to us on the legal title to property/land and this is assessed by us as being satisfactory
   7. We assess that the security, for example the charge over the property, mortgage debenture and guarantees provided, adequately support the level of lending agreed
   8. For development funding, drawdown of funds requested by borrowers are verified by independent monitoring surveyor site visits and validation of project spend, or evidenced otherwise
   9. Our Head of Credit assesses each loan facility and drawdown before it is made available on the Lending Marketplace
   10. Integrity, Inconsistencies revealed in the due diligence information provided or an unwillingness or inability to demonstrate the source of funds is likely to cause a loan request to be rejected
   11. Competence, The borrower's track record and the contractor's reputation are key factors in determining whether a loan request can be accepted. Failed projects and CCJs, bankruptcies, IVAs, and director disqualifications are most likely to cause an application to be rejected
   12. Liquidity, The size of a borrower's cash stake in the project, and their assets and liabilities are important factors when assessing loan risk. Loans typically range between £250,000 and £5 million in value. An adequate cushion to protect against cost overruns is necessary. For example, using the perceived increase in market value of the property in question as a total cash stake is unlikely to be acceptable
2. The Project
   1. Location, For example, Invest & Fund do not currently support lending in London, zone 1. Property located near to major cities or significant infrastructure are favoured over more isolated properties
   2. Market, If a property is located in an area where a flat or declining market with poor sales volumes has been evidenced, a loan request is likely to be rejected. Estimated rental values are also relevant to indicate whether a buy to let lender would be willing to refinance an outstanding loan in the event of lack of sales demand
   3. Construction Risks and Costs, We carry out a thorough review of the development appraisal and appoint Professionals to validate schemes and identify these risks as early on as possible. Projected costs compared to industry standards and developer's (and main contractor's) experience are relevant in determining the risks associated with a loan
   4. Value, Investigation into the proposed end value of a transaction is an important risk indicator. Evidence suggests properties with an asking price of £1.5 million plus tend to take longer to sell. For that reason, Invest & Fund is focused on individual units with a sale price below this figure
   5. Planning, Invest & Fund will not lend against property or land without the relevant planning consents or Permitted Development Rights
3. The Security
   1. Security, Security, including first charges on land or property, guarantees and debentures are almost always required
   2. Professionals, Both the Borrower and Invest & Fund will instruct solicitors and the Report on Title is made available on the website. Reports from suitably qualified professionals in relation to the transaction will be obtained, and published on the website, for example monitoring surveyors, BDM updates with photos, for our lenders to review

All in all, there are a myriad of factors that can affect our lending decisions and it all depends on their individual weighting. The appetite and safety of our Lenders is paramount and whilst I&F will do its best to assist a Borrower with their project, if we do not feel that it is something that our Lenders would or should support within prudent credit risk parameters, it will be declined.

For those applications which meet our standards a Credit Summary is drafted by the internal Credit team and approved by the Head of Credit. It is published on the platform when a loan is made available. It provides an evaluation of the skills, experience and creditworthiness of the borrower, as well as an assessment of the overall project and proposal.

Summary of Wind Down Plan

Introduction

Invest & Fund regularly reports on its financial condition to the Financial Conduct Authority (FCA). Invest & Fund has also gone through a number of fundraising rounds and gradually increased its shareholder base. If, however the Board of Invest & Fund was to decide to wind-down its operations or to fail then we are required by the FCA to execute a Wind-down plan, so we have such a plan in place, a summary of which is provided below.

The plan is designed to help facilitate an orderly management and run-off of the loan book but may not be as effective in a disorderly run-off situation.

From a structural perspective:

• Client monies are held in a client account held with Barclays Bank UK PLC (or a similarly credit rated institution) and are managed in accordance with FCA Client Money regulations and are audited by external auditors. This means that they are ring-fenced so cannot be treated as company funds.
• Loan Security - the security taken in each loan is held in the name of the independent security trustee, I&F Securities Ltd (IFSL), so, in other words, these assets are held separately from Invest & Fund's and as such should be unaffected by such a wind-down.

Overall Plan

Under the plan Invest and Fund Ltd will retain responsibility for the management and operation of the Wind-Down plan supervised by the Executive Management Committee of the business and reporting to the Board. The following table summarises the roles of Invest and Fund Ltd, and the security trustee I&F Securities Ltd:

Key Points

1. As the regulated entity Invest & Fund Ltd will run and administer the Wind-Down plan, it will:
   1. need to retain its regulatory permissions in order to operate the platform and the loan book;
   2. maintain its responsibilities to comply with applicable legal and regulatory requirements;
   3. mean that the external Auditors will continue its currently mandated role as Invest & Fund will retain the ability to hold client money.
2. Borrowers:
   1. No new facility agreements for new borrowers or projects will be agreed;
   2. It is possible for Loan term extensions and refinance of existing facilities to be granted but only on a case by case basis taking into account the circumstances of the loan, available funding and the interests of the Lenders; and
   3. Stage drawdowns for existing facilities will be able to be placed on the marketplace for funding.
3. Lenders:
   1. Registered Lenders will continue to be able to finance Stage drawdowns for the undrawn commitments or the refinancing of loan facility agreements which have already been approved prior to the decision to Wind-Down;
   2. Under regulations no new Lenders will be able to be accepted;
   3. Existing Lenders will be able to buy and sell loan holdings on the Resale Marketplace.
4. The Board of Directors provides oversight of the planning and approval of the overall approach.
5. The Executive Committee will be responsible for ensuring the execution of the Wind-Down plan
6. The business operations will remain located in the present office in St Leonards-On-Sea.
7. Invest & Fund will move swiftly to significantly reduce costs to be able to run cost effectively whilst retaining the capability of professionally performing its duties.
8. The cost of the Wind-Down operations will be financed by Lender fees and exit fees from redeeming loans, from administration fees relating to loan services and fees arising from the refinancing of existing facilities. Detailed financial modelling has been undertaken to support this commencing with the actual current position and detailing marginal revenues and marginal costs associated with providing additional drawdown funding to complete development loans.
9. Retained Invest & Fund staff will administer and manage the Wind-Down of the loan book and the return of funds to Lenders as the book runs down.
10. It is not considered necessary to involve a third-party professional company in the Wind-Down as sufficient in-house expertise exists and it is considered that this will be the most effective way to manage the process.
11. The Wind-Down Plan operation will continue to incorporate client money reconciliation and treatment and the administration of both Lender and Borrower accounts will be unchanged.
12. Security Trustee ' I&F Securities Limited will continue to act in the capacity of Security Trustee. Its role is unchanged by the Wind-Down plan and its officers will continue to be remunerated accordingly.

The Completion of the Wind Down of the Loan Book

Once all of the Loans have been repaid and the Lenders funds returned to them then Invest &Fund will apply for formal permission from the FCA for its Part 4A regulatory permission to be cancelled.

Risks to Lenders & Borrowers in a Wind Down situation

The Wind-Down plan is designed to help facilitate an orderly management and run-off of the loan book but may not be as effective in a disorderly run-off situation. Despite the detailed planning it is possible however that the failure of Invest & Fund would result in some unquantifiable difficulties for lenders and borrowers as the Wind Down plan is executed.

Registered Lenders

Lenders will continue to be able to fund the existing loans that they already hold, the quality or status of the Lender's security will not be affected by the Wind-Down. The security will continue to be held by the independent Security Trustee, I&F Securities Limited (IFSL), who will continue to operate independently. Funds which are retained in Lender's online accounts or are unallocated to a loan are held in a segregated client money account under FCA CASS regulations.

Risk to Lenders:

1. Funding of stage drawdowns
   New stage drawdowns for existing facilities will be posted on the Lending Marketplace. Lenders may be more reluctant to provide funding of Stage Drawdowns and so the funding may become more uncertain. If a Stage Drawdown is unable to be funded, then this is likely to present a challenge to the outcome of the property development and its successful completion thus increasing the risk to the existing lenders to that loan.
   Lenders to earlier Stage drawdowns of a particular facility may accept that it is in their interests to continue to fund new Stage Drawdowns as this is more likely to lead to a successful completion of the development and the successful repayment of their capital and interest. Larger lenders and institutional lenders are more likely to recognise this as a valid reason to fund additional drawdowns.
   The amount of Lender funds employed will fall continuously over the term as initial drawdowns account for the majority of a facility (on average 59% of the value of property development loans), so over time the value of undrawn facilities will fall sharply and this may have the effect of increasing the amount of available (liquid) funding.
   Internal underwriters have indicated informally that it is their expectation that they will continue to stand behind future drawdowns to ensure the developments are financed to completion.
2. Resale Marketplace
   There may be reduced demand for loans on the Resale Marketplace meaning that it may be more difficult for lenders to exit loans before borrower loan repayment.
3. Collections and Default
   As the administration capability will be reduced through the reduction in staff in a wind-down scenario response times may be affected. This could result in the speed of turnaround of reports and response to requests for drawdowns could be affected leading to increased on-site delays. The collection of interest and principal could be affected leading to increased risk of repayment delays or borrower default. The value of the security is unaffected by the Wind-Down.
4. Early Repayment
   Some Borrowers may decide to refinance elsewhere then loan commitments will be redeemed ahead of schedule and interest payments will be payable only on the period of the loan, but not to the end of the term as shown on the facility agreement. As Loans successfully redeem at the end of their term, or during the term this means that interest and capital are paid back to Lenders then this will increase the sums available to lend on other Stage drawdowns.

Borrowers

Existing ('live') loan agreements will be allowed to run to term. Undrawn stage payments will continue to be posted on the Lending Marketplace for funding by the registered Lenders, and providing the funds are pledged then the funding will be able to be provided. But no new loan facilities will be agreed. Borrowers with live bridging loan will be unaffected. Although the issue of any potential loan term extensions will need specific consideration. For Borrowers with a live property development loan then undrawn stage payments will continue to be posted on the Lending Marketplace to attract funding. Borrowers who have not received an agreed Facility Agreement as at the date of the decision to Wind-Down will not have their applications progressed and will need to seek a new source of finance.

Risk to Borrowers

1. Funding of stage drawdowns
   New stage drawdowns for existing facilities will be posted on the Lending Marketplace. Lenders may be more reluctant to provide funding of Stage Drawdowns and so the funding may become more uncertain. If a Stage Drawdown was unable to be funded, then this is likely to present a challenge to the cashflow of the developer and increases the risk against the successful outcome of the property development. It may cause borrowers to seek refinance elsewhere and this will have a cost and time impact on the borrower.
   
   Lenders to earlier Stage drawdowns of a particular facility may accept that it is in their interests to continue to fund new Stage Drawdowns as this is more likely to lead to a successful completion of the development and the successful repayment of their capital and interest. Larger lenders and institutional lenders are more likely to recognise this as a valid reason to fund additional drawdowns.
   
   The amount of Lender funds employed will fall continuously over the term as initial drawdowns account for the majority of a facility (on average 59% of the value of property development loans), so over time the value of undrawn facilities will fall sharply and this may have the effect of increasing the amount of available (liquid) funding.
   
   Internal underwriters have indicated informally that it is their expectation that they will continue to stand behind future drawdowns to ensure the developments are financed to completion.
2. Facility Extension or Refinance
   Whilst, it is possible for Loan term extensions and the refinance of existing facilities to be granted their availability may be affected by reduced Lender appetite. Such requests will continue to be considered on a case by case basis taking into account the circumstances of the loan, the available funding and the interests of the Lenders.
3. Pipeline Cases not continuing
   Regulations do not permit us to grant facilities to new borrowers in a wind-down situation therefore pending cases in the loan applications pipeline will not be continued. This will cause inconvenience, delays and some difficulty to potential borrowers who expect I&F to be able to progress their loan application to funding. In which case Borrowers will need to seek finance from a new source. It is likely that pipeline activity will have naturally reduced in the run-up to a Wind-Down decision being taken.
4. Administration response
   As the administration capability will be reduced through the reduction in staff in a wind-down scenario response times may be affected. This may result in the speed of turnaround of reports and response to requests for drawdowns may be affected leading to increased on-site delays or short-term cashflow strain.

Invest & Fund’s Complaint Procedure

What is a complaint?

Customers may get in touch with Invest & Fund for any number of reasons. Many of these are simple queries or questions that arise as part of the day to day operation of their account with Invest & Fund or questions around the Invest & Fund platform and marketplace or resale marketplace. It may be that the customer simply wants an acknowledgement of an issue and an apology. These can and should be dealt with immediately.

However, if the customer is unhappy with the outcome, or wishes to escalate the issue, then this should be dealt with according to the standard complaints process.

Who can make a complaint to Invest & Fund?

A complaint may be by any of the following:

• A customer or potential customer of Invest & Fund, such as a borrower or lender;
• Any third party on behalf of the above, such as an affiliate or professional working on behalf of a customer;
• Anyone having any interaction with Invest & Fund, personally or by any form of media;
• Someone authorised by the customer or one of the above to complain on their behalf;
• Someone authorised by law to complain on behalf of the customer (e.g. an advisor/professional representative/intermediary/the executors of their estate).

Copies of the relevant documentation would be required to ensure that the above are entitled to complain and also to fulfil data protection requirements.

What type of Complaints Procedure is operated by Invest & Fund?

Straightforward customer complaints will be handled by the relevant team, with oversight from the Head of Compliance & Risk or another senior member of staff, as appropriate. Examples of a straightforward complaint include minor administrative issues which can be resolved without exhaustive investigation.

No complaint should be dealt with by the person about whom the complaint is directed. Complaints against individuals must be dealt with by that person's line manager.

More complex complaints will be handled by the Head of Compliance & Risk, unless by exception another member of staff would be more appropriate. Relevant members of the Invest & Fund Executive Committee must be notified in writing about all complaints received that are categorised as complex.

How do I make a Complaint?

Complaints may be made to Invest & Fund either verbally or in writing (by email or by letter).

• By email: enquiries@investandfund.com
• By post: Invest & Fund, 32 Threadneedle Street, London, EC2R 8AY
• By phone: 01424 - 717564

What will the Complaint Investigation involve?

Upon the receipt of a complaint, Invest & Fund will undertake an investigation of that complaint. The investigation is undertaken diligently and impartially, in accordance with Financial Conduct Authority's rules and guidance, together with consideration of regular updates provided by Financial Ombudsman Service.

The investigation will include:

• A review of the customer details/information in relation to the complaint issues;
• A review of any relevant reports received from staff members;
• A review of documentation or literature issued;
• A review of any additional correspondence provided to or by the customer;
• A review of any other information relating to the case.

When should I expect to hear from you on the progress of my complaint?

The following timeframes apply;

• If the complaint is resolved before the close of business of the third working day following receipt, then a "summary resolution communication" will be sent in writing;
• If the complaint is not resolved within 4 weeks following receipt, a holding letter will be sent to the customer updating them of the current position;
• If the complaint is not resolved within 8 weeks following receipt, a further holding response letter will be issued to the complainant. This letter will provide an explanation for the delay and an indication of when we expect to be able to conclude the investigation. We will notify the customer that they can refer the complaint to FOS if they are dissatisfied with the delay.

The FOS leaflet "Want to take your complaint further?" will be issued with the 8-week holding letter (for Eligible Complainants only - see "Can I refer my complaint to the Ombudsman?" below).

What happens after the Investigation Stage has been completed?

At this point Invest & Fund needs to decide to either uphold or reject the customer's complaint. This decision must be a considered and informed decision, and consistent with all the facts at our disposal. Invest & Fund aims to provide a high-quality response which provides a fair outcome for our customer and this is called the Final Response Letter.

Once a Final Response Letter has been issued then Invest & Fund will close its file. The letter will state if the complaint is eligible to be referred to the Financial Ombudsman Service and details of how to go about this will be provided.

Invest & Fund will provide prompt and full redress if it is at fault. In determining whether any redress is due to a customer, consideration should be given to the extent of any omissions for which Invest & Fund is responsible.

Can I refer my complaint to the Financial Ombudsman Service?

Our regulator, the Financial Conduct Authority (FCA) defines those people who are eligible to refer their complaint to the Financial Ombudsman Service (*Eligible Complainants*) as the following;

• A consumer;
• A micro-enterprise (i.e. an enterprise which employs fewer than 10 people AND has a turnover or annual balance sheet that does not exceed 2 million Euros);
• A charity which has annual income of less than £1 million at the time of the complaint; and
• A trustee of a trust which has a net asset value of less than £1 million at the time of the complaint.

Eligible complaints can be from an existing customer, a potential customer or a guarantor.

Complaints from non-eligible complainants will be treated the same way in terms of process, investigation and timescales, but they do not have the right to refer their complaint to the Financial Ombudsman Service. Non-eligible complainants are complainants who do not fall into the above definition and may include complaints to Invest & Fund from Professional Clients, Professional Counterparties, introducers and solicitors for example.

When could I refer my complaint to the Financial Services Ombudsman?

This would normally happen after Invest & Fund had issued its final response letter and if you were unhappy with the final decision. However, referral to FOS may also be made if Invest & Fund has not concluded its investigation within an eight-week period.

What if I decide to refer my complaint to the Financial Ombudsman Service?

In cases that are eligible to be referred to the Financial Ombudsman Service (FOS), Invest & Fund will follow the FOS guidelines and if requested to do so will provide redress and will comply fully with any award made by the FOS.

Invest & Fund will cooperate fully with the FOS in the handling of complaints against it, and action any directions given by the FOS promptly.

Once investigated, the FOS will advise on the outcome of the complaint in writing to Invest & Fund.

Terms and Conditions for a Mandate to place multiple bids on behalf of a client over a period of time

Introduction

These Terms and Conditions (this (or the) ?Agreement?) sets out the terms and conditions under which the Client instructs Invest and Fund Limited, with its Head Office at 32 Threadneedle Street, London, EC2R 8AY, registered in England and Wales (No 8277803) (the "Company") to place bids from their account on his/ her/ its behalf.

Background

The Company operates a web-based peer-to-peer lending platform and marketplace operated at www.investandfund.com (the "Service"), bringing together Borrowers and Lenders, to finance property development projects.

The Client wishes to instruct the Company to place bids on its behalf with the intention of making and (where expressly agreed) purchasing Loans that meet the criteria that the Client has set in its Bidding Mandate Settings via its Lender Admin Account under the Service. This agreement will come into effect on the date that the Client accepts the terms of this Agreement and run until the Company receives written instructions from the Client to terminate this agreement or the Company exercises a right to terminate this agreement.

Operative terms

1. Platform Terms and Conditions
   1. This mandate and any Loans made in accordance with this mandate will all be subject to the Service's General Platform Terms and Conditions, as updated from time to time (the "Platform Terms and Conditions"). The Client confirms it has registered as a Lender under the Service and appreciates it is bound by the Platform Terms and Conditions as supplemented by this Agreement.
   2. The Platform Terms and Conditions are accessible as 'Terms of Service' on the following page on the Company's website here.
   3. The Client will be advised, via the Service, should any changes be made to the Platform Terms and Conditions and the Client must cancel this Agreement on five working days' notice if the Client does not want the mandate provided for in this Agreement to continue in light of the revised terms (and this notice must be within 28 days of notice of the changes being made). The Company will seek to avoid any Loans being made or purchased during the notice period, but if such written notice is received by the Company any transactions that are in course of being completed will take place on the basis of the Platform Terms and Condition as unamended by the relevant changes.
   4. Terms defined in the Platform Terms and Conditions have the same meaning when used in this Agreement and Lenders who (like the Client under this Agreement) have given a mandate to the Company to make or acquire Loans on their behalf are referred to as "Mandated Lenders".
2. Auto-Lend
   1. The Client now appoints and instructs the Company as its agent to automatically make Offers for and to make and (where agreed in accordance with paragraph 2.3 below, to purchase) Loans under the Service. The Company will only make or purchase Loans under this mandate which the Company determines meet the criteria set that the Client has set in its Bidding Mandate Settings via its Lender Admin Account, and only then if and to the extent that the Client has funds on its Lender Admin Account which are available to be used for that purpose.
   2. The Criteria selected by the Client, as revised with the Company's written agreement, are referred to below as the "Agreed Criteria" and the funds in its Lender Admin Account will include funds that have been paid into that account as repayments of, or interest and other payments made on, Loans already made (so allowing for such proceeds to be reinvested).
   3. Under the Service, Loans are available for purchase on the Resale Market. If a Loan is available for purchase within one month of the date on which it was advanced to a Borrower then the Client agrees that the mandate provided for in this Agreement will extend to authorise the Company to apply funds on its Lender Admin Account to purchase such a Loan within such one month period without further reference to the Client. If a Loan is available on the Resale Market at any other time then the Company will seek the Client's express authority to apply the mandate on its behalf to purchase such a Loan or part thereof.
   4. The Client confirms that before entering into this Agreement it carefully considered the criteria it wished to apply to Loans to be made or acquired by it under this mandate and confirms that the Agreed Criteria are the criteria it approved and wishes to see followed. If at any time in the future the Client wishes to change the criteria for selection of Loans, then the Client must make these changes using the Bidding Mandate Settings via its Lender Admin account which the Company will acknowledge in writing. The Company has a discretion to agree or decline to agree any changes to the agreed criteria ? and no changes requested by the Client will take effect unless they have been acknowledged by the Company as agreed and accepted. If the Company agrees to any change in the Agreed Criteria it is not making any comment on the prudence or otherwise of the change.
   5. Under paragraph 1.10 of the Platform Terms and Conditions it is envisaged that on occasion Loan Requests may be presented as seeking senior and junior Loans. The Agreed Criteria only apply to senior loans which have first ranking security (whether or not junior or mezzanine loans may also be requested by or be made to that Borrower).
   6. The Client acknowledges that the Company shall be entitled at all times to comply with its internal policies and procedures and with all applicable laws (in each case from time to time) applicable to this mandate when making Offers for or purchasing Loans on the Client?s behalf, including but not limited to the procedures for entering Offers on a Lender?s behalf and concerning the allocation of Loans. Specifically this includes:
      1. the Company's policies for scaling back the Offers made for a Loan or a bid to purchase a Loan or portion thereof to ensure that all or certain Lenders with mandates in place applicable to the Loan Request (or Loan available for purchase) are able to participate;
      2. the Company's discretion to ensure (if it so requires) that an appropriate portion of any Loan Request (or Loan available for purchase) is available to be considered by other Lenders without a mandate in place ("Un-mandated Lenders") ? the Client acknowledges that the Company can determine what that proportion is at any time in its discretion; and
      3. the Company's discretion to limit which Lenders are aware of particular Loan Requests or Loans available for purchase and to decide that particular Loan Requests or Loans available for purchase are not going to be made available to certain categories of Mandated Lenders or Mandated Lenders generally.
   7. The Client acknowledges that by entering into this Agreement it is accepting that:
      1. it will not be given the opportunity to approve Loans being made (or (subject to paragraph 2.3 above) purchased) by it in advance if they comply with the Agreed Criteria and that it is possible that if it had been given that opportunity it might have decided not to make (or purchase) the Loan in question;
      2. Loans proposed to be made (or available for purchase) which meet the Agreed Criteria may nevertheless have other matters disclosed in the due diligence made available under the Service which might affect an Un-mandated Lender's decision to make (or purchase) the Loan in question. Whilst the Company will not allow Borrowers to post Loan Requests that do not satisfy the Company's general criteria for Loan Requests to be acceptable to be posted, such matters disclosed in due diligence may still affect an Un-mandated Lender's decision but will not be matters which will preclude the mandate given under this Agreement from being followed. The Company will have no liability to the Client for any losses caused by a Loan being made (or purchased) notwithstanding such disclosures;
      3. all of the Platform Terms and Conditions apply to Mandated Lenders in the same way as to Un-mandated Lenders and accordingly the Company does not give any advice or warranty of any kind to the Client other than a specific confirmation that Loans made (or purchased) under this Agreement will when advanced (or purchased) comply with the Agreed Criteria; and
      4. in any event, the Company is not under a legally binding obligation to act on the mandate given under this Agreement and accordingly whilst the Company expects to follow the mandate it has been given it will not have any liability to the Client if it fails to make (or purchase) Loans (or any particular Loan or Loans) on the Client's behalf in accordance with the terms of the mandate given in this Agreement.
   8. The Client may notify the Lender that it does not want the mandate to be applied to finance Loans (or to purchase of Loans) for particular Borrowers or to finance particular projects detailed under the Service. Such notice will take effect as a binding restriction on the future use of the mandate provided under this Agreement within 5 working days of receipt by the Company, although the Company may take account of this restriction at an earlier point if it chooses to do so.
   9. The Client may by logging onto the Service to view each Loan Request in relation to which Offers are to be sought under the Service. If the Client does not want the mandate provided for under this Agreement to be exercised in respect of any particular Loan Request then the Client must advise the Company (via its Lender Admin Account) at least 3 hours before the time when Offers can be made that it does not want to make an Offer in response to that Loan Request.
   10. Once a Loan has been made or purchased under the mandate provided for in this Agreement it is then the Client's responsibility to determine whether it wishes to retain that Loan or to seek to sell it on under the Resale Market. The Client retains full responsibility to satisfy itself that the Loans it has made or acquired are of a mix and type that are and remain satisfactory to it.
   11. Without prejudice to paragraph 2.10 above, when the Company makes or purchases a Loan applying the mandate provided for in this Agreement it will advise the Client of the Loan made or purchased. If having received that notice the Client decides that it does not want to retain that Loan then if the Client advises the Company of that decision in writing and within one month of the Loan being made or purchased on its behalf, the Company will place the Loan on the Resale Market and if that Loan is purchased by another Lender without being removed from the Resale Market the Company will waive the Transaction Fee (but not any other fees or charges) payable under the Platform Terms and Conditions.
3. Exclusions
   1. The Client agrees that the Company is not by entering into this Agreement or following the terms of the Agreed Criteria agreeing to achieve (or to seek to achieve) for the Client any agreed or target rate of return over all of the Loans made or purchased for the Client or any portion or part of them. The reference to a 'minimum interest rate' in the Agreed Criteria is only the minimum rate of interest that may be payable under Loans made or purchased under the mandate provided for in this Agreement. The Client appreciates that this is not a rate or return which is guaranteed or which forms a target rate of return across all or any Loans made or acquired under this Agreement.
   2. Without prejudice to the other terms of this Agreement or the Platform Terms and Conditions, the Company makes no warranty of the future performance of the Loans which have been advanced or purchased by it under this Agreement on behalf of the Client, and the Company will not be liable in any circumstances for any losses that the Client may occur from Loans made or purchased on the Client?s behalf. Payments due from Borrowers on Loans made or purchased under the mandate set out in this Agreement are not guaranteed by the Company if a Borrower defaults and (in common with all other Loans) the Client's capital will be at risk once lent or applied to purchase a Loan.
   3. The Client confirms and accepts that the Company will not have any liability to the Client for any profits it might otherwise have made under Loans which (for whatever reason (including the application of the policies, procedures, discretions and other terms set out in paragraph 2.6 above)) are not made or purchased on the Client's behalf even if they would have met the Agreed Criteria.
   4. For the avoidance of any doubt, the Company will not be able to make an Offer or to purchase any Loan unless sufficient funds are in the Client?s Lender Admin Account to carry out the mandate provided for in this Agreement. At no time will the Company extend credit or sanction an overdraft on a Lender Admin Account (other than one which arises for unpaid fees due to the Company, which will be payable in demand).
4. Duration of this Agreement
   1. This Agreement shall continue until either:
      1. 1. the Client switches off the Bidding Mandate using Bidding Mandate Settings in its Lender Admin Account, in which case it will terminate within one business day; or
      2. the Company gives written notice to terminate this Agreement, in which case termination will take effect immediately. The Company does not have to give a reason for terminating this Agreement but may do so at any time in its discretion.
5. General terms
   1. Without prejudice to the other terms of this Agreement, the Company shall not be liable for any failure or delay in performing any of its obligations under or pursuant to this Agreement, and any such failure or delay in performing its obligations will not constitute a breach of this Agreement, if and to the extent that such failure or delay is due to any event of 'Force Majeure'. This includes any unforeseen circumstances including any failure of the System to operate or be capable of operating.
   2. This Agreement is governed by English law and the courts of the United Kingdom will have non-exclusive jurisdiction to settle any disputes that may arise in relation to it, provided that the Company retains the right to bring proceedings against the Client for a breach of this Agreement in the Client's country of residence or any other relevant country.

Notes:

*Income Tax is not payable on interest earned in an IFISA. I&F is not able to provide tax advice and, if this is required, you should seek guidance from a suitably qualified professional.

¹ Taken from the Invest & Fund default model across the whole portfolio of loans rather than the specific expected default risk of an individual loan.