Terms and Conditions For Borrowers
These terms and conditions (Terms and Conditions) explain the process of borrowing money through Peer Funding Limited (“Sourced Capital”) and govern your relationship with Sourced Capital.
Overview
Peer Funding Limited trading as Sourced Capital (“Sourced Capital/we/us/our”) is an operator of an electronic system in relation to lending which is regulated by the Financial Conduct Authority (“FCA”).
Peer Funding Limited (Company Number 08773883), is a company directly authorised and regulated by the Financial Conduct Authority (Reference Number 668078) (www.fca.org.uk).
We provide a platform under which borrowers and lenders can enter into lending agreements. To be a borrower on our platform comply with these Terms and Conditions, which should be read alongside, and are in addition to any loan and/or security documentation ultimately entered into. Please read these Terms and Conditions carefully and print a copy for your future reference.
These terms and conditions (Terms and Conditions) set out the terms of the agreement you enter into as a borrower on the platform, explain the process of borrowing money through Sourced Capital and govern your relationship with us.
1. Introduction
1.1. Our electronic system in relation to lending is provided at sourcedcapital.co. This is our “Platform.”
1.2. By acknowledging these Terms and Conditions (as part of the Borrower application process) you agree to be bound by them.
1.3. This document should be read in conjunction with our other documents which set out the basis of your and our dealings with each other, and in particular:
1.4. References to “Sourced Capital,” “we”, “us” and “our” are to be taken as referring to Peer Funding Limited. References to “you” and “your” relate to you as an individual or anybody for whom you are acting, whether a partnership, an LLP or limited company.
1.5. References to the “Security Trustee” is to Jark Security Trustee Limited. The “Security Trust Deed” is the declaration of trust under which the Security Trustee operates, and the terms of the Security Trust Deed are available on written request to us.
1.6. References to “Borrower” are to a potential and/or actual borrower using our services from time to time.
1.7. References to “Loan Agreement” and “Security Documents” are to individual documents created by us for the purposes of lenders entering into the process of lending to a Borrower.
1.8. References to the “Services” are to the facilitation of lending carried out on our Platform.
1.9. Whether you are acting on your own behalf or on behalf of a Limited Liability Partnership (LLP) or a Limited Company, by using the services provided by Sourced Capital then you confirm that you have read, understood and agree to these Term and Conditions (or subsequently updated versions). In addition, if you are acting for an LLP or Limited Company, you confirm you are authorised to act on their behalf.
1.10. If, after reading these Terms and Conditions, you feel unable to act upon them, or be bound by them, then you must not proceed to access our Services and are not authorised to use them.
1.11. Whilst this document sets out the terms of our relationship with you, the Loan Agreement will cover the specific terms in relation to any loan being granted to a Borrower. In cases of a conflict between the two documents, the Loan Agreement will prevail.
2. To Become a Borrower
2.1. To become a Borrower with us the following criteria must be met:
2.1.1. you are a limited liability company registered in the United Kingdom, or:
2.1.2. you are a limited liability partnership registered in the United Kingdom.
2.2. You are not subject to any restriction affecting your ability to borrow on the Platform under the laws and regulations of any jurisdiction
2.3. You must have a valid UK bank or building society account held in the same name as the borrower
2.4. You agree that we may carry out searches with credit reference agencies to verify the identity of the Borrower and relevant connected persons such as company directors. You warrant that any connected persons have agreed to such searches.
2.5. You agree to certain warranties as will be set out in the Terms and Conditions and any Loan or Security documentation Finance Documents following the completion of due diligence
2.6. All the information you provide to Sourced Capital must be true, accurate and not rendered misleading by any omission.
2.7. You are not aware of any circumstances, events or proceedings which could result in you being unable to fulfil your borrowing commitments; and you will inform us immediately of any circumstances or events that occur which could result in you being unable to fulfil your borrowing commitments.
2.8. You must submit all details of your business as may be requested by us, some of which may be published on the Platform for Lending Members to view
2.9. These Terms and Conditions will apply whether or not your loan application progresses through the application process to full drawdown.
2.10. Your acceptance as a Borrower will be subject to approval by Sourced or any third parties acting for us. This includes (but is not limited to) Goji and Modulr, whose details are provided in Section 14 of this document.
2.11. Sourced Capital retains the right to refuse to accept applications to borrow without giving a reason.
3. User Access Security
3.1. Where you are accepted as a Borrower you must provide us with a current (and ensure it remains up to date) – email address, physical mailing address and contact telephone number. You must also designate a password for any required user accounts which you agree to keep secure and not share with any third party.
3.2. If you authorise another person to act on your behalf, you will be responsible for their discussions and actions with us.
3.3. We maintain the right not to deal with anyone whom we believe is not you or is not acting with your authority.
3.4. We may suspend all activity relating to your user account if we suspect that potentially illegal or fraudulent activities are being attempted or are being carried out.
3.5. You agree to immediately notify us if you suspect or discover that your user account and/or password have been compromised. Before further actions or decisions can be taken (other than suspending your user account), we will seek to re-verify your identity.
4. Loan Application Review Process
4.1. The Platform provides the access to Borrowers’ loan proposals for Lenders to consider. Before any such applications from Borrowers are presented on the Platform, they will have received full credit approval and the Credit Report will be published on the Platform for viewing by lenders.
4.2 All loan applications will be subjected to levels of assessment by Sourced Capital, details of this can be seen on our website via Assessing Risk | Sourced Capital (snapstaging.co.uk).
4.3. As a Borrower you will be required to complete a full Application, providing full details of the loan proposal and including your authorisation to undertake standard credit reference searches.
4.4. Thereafter, subject to standard to satisfaction with regulatory due diligence requirements, we will ask you for any further information as deemed necessary to support your loan application and enable a credit-backed offer to be made by way of an Offer Letter.
4.5. Whilst the terms within the Offer Letter will not be legally binding, you will be requested to sign and return a copy of the Offer Letter to confirm your agreement to the proposed terms before Sourced Capital instruct solicitors to act for us.
4.6. You will be liable for any professional fees necessary to progress your loan application (e.g., valuation, solicitors etc.)
4.7. The Credit Report will include what we, at our absolute discretion consider to be all relevant information that should be visible to lenders relating to the Facility requested by you. Before the Credit Report is presented on the Platform, you will be provided with a copy of the Credit report for your approval and confirmation that the Credit report provides an accurate and full representation of your loan application.
4.8. Following your approval to the Credit Report, we will be authorised by you to post the details of your loan on the Platform and approach our Lending Members for them to invest into your loan.
4.9. Although Lending Members and other authorised visitors to the Platform are subject to confidentiality undertakings, we are unable to guarantee observance thereof. Therefore, prior to us publishing your Credit Report, you should take all steps necessary to protect your commercial position
5. The Lender Pledge Process
5.1. Once posted to the Platform, each Lending Member will be able to read the Credit Report and other supporting information made available (e.g., valuation) before deciding whether or not to make a pledge to invest into your loan.
5.2. The interest rate payable by the Borrower will be as detailed on the Loan Agreement and is not always the same as the interest rate payable to Lenders.
5.3. Once sufficient pledges have been received to fully fund a Loan Facility, no further pledges are then accepted from Lenders.
5.4. Whilst the only loans presented to the Platform are those that we consider to be in keeping with the lender members’ appetite for investment at that time, Sourced Capital cannot absolutely guarantee that sufficient pledges will be received from Lenders to fully meet your stated loan requirement. Consequently, we make no warranty or representation that sufficient Lending Members will pledge to lend monies in respect of any loan facility for which you apply.
5.5. Given the way in which the pledge process operates and the possibility that a loan might involve many Lenders, it is not practical for each Lender to sign each Loan Agreement or Security Document. We have therefore made arrangements for an independent company to act as Security Trustee and agent and sign documentation on behalf of each Lender when a loan is made. This also has the secondary effect of keeping the identity of Lenders confidential. The Security Trustee will be detailed on the Loan Agreement to be signed by the Borrower.
6. The Security Trustee
6.1. The Security Trustee acts for Lenders on the terms of the Security Trust Deed to act as their agent in connection with any loan. Lenders agree that they will not take any action or commence any process against any Borrower in their own name but will act only through the Security Trustee who shall be entitled to act as provided for in the Lender Terms and Conditions.
6.2. The Security Trustee’s duties under the Loan Agreement and Security Documents are solely administrative in nature. The Security Trustee has no obligations beyond those of an agent of any kind to any party under or in connection with the Loan Agreement.
6.3. The Security Trustee is authorised by Lenders to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under or in connection with the documents together with any other incidental rights, powers, authorities and discretions.
6.4. The Security Trustee will hold the benefit of any security created on trust for all of the Lenders involved in the related loan.
6.5. The Security Trustee is not obliged to review or check the adequacy, accuracy, or completeness of any documents it forwards to a Lender. This is the Borrower’s responsibility.
6.6. If the Security Trustee receives notification of a Default or Event of Default (as defined in any Loan Agreement) it shall promptly notify the Lenders which are involved in that particular loan.
6.7. If the Security Trustee is aware of a default in the payment of any principal, interest, or fee payable to a Lender it shall promptly notify the Lenders involved in that particular loan.
6.8. The Security Trustee may rely on any representation, notice or documents believed by it to be genuine, correct and appropriately authorised and any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
6.9. The Security Trustee may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors, or other experts, providing it has the means to pay for such services. The Security Trustee will decide the method of underwriting such costs before any are incurred and, in most circumstances, the costs will be met by the relevant Borrower.
6.10. The Security Trustee may act in relation to the Loan Agreement and the Security Documents through its personnel and agents.
6.11. The Security Trustee shall have absolute discretion in the exercise of any right, power or authority vested in it as Security Trustee and agent in accordance with the terms of the Loan Agreement and any Security Documents.
6.12. Each Lender authorises the Security Trustee to act or refrain from acting in respect of:
6.12.1 day to day management of the loan including, without limitation, dealing with drawdown notices, certificates of compliance and the provision of financial information from the Borrower in accordance with the Loan Agreement.
6.12.2 answering any questions raised by the Borrower.
6.12.3 administration relating to late payments due under the Loan Agreement by the issuing of standard letters; and
6.12.4 amending the terms of the any documents providing such amendments are not to the interest rate payable, the term of the loan, the repayment schedule, or the security to be granted.
7. Loan Drawdown
7.1. After a Pledge is made and lending confirmed, Lenders who have made a successful Pledge will transfer their pledged amount until required for drawdown by the Borrower.
7.2. Once the Loan Agreement and Security Documents are executed and received by Sourced Capital from the Security Trustee (for the Lenders) and the Borrower, and relevant arrangement fees paid by the Borrower, the loan will be drawn down. This can be drawn down to the Borrower’s solicitor for completion of the purchase or drawdown following a monitoring report from an independent surveyor through the build programme subject to security trustee approval.
8. Interest Rates
8.1. Interest rates payable by the Borrower are as detailed within the Loan Agreement, with the underlying rate fixed at the outset and remaining so for the term of the loan.
8.2. Interest is payable by the Borrower on all sums provided under a Loan Agreement from the date the loan is drawn down (and not from the date the pledging has closed).
9. Interest and Capital Repayment Process
9.1. The repayment schedule is set out in the Loan Agreement.
9.2. Repayment of each Lender’s loaned amount and interest payable will be credited to the Lender’s Platform Account with us upon receipt from the Borrower.
9.3. Only amounts remitted by Borrowers will be credited to each Lender’s Platform Account; if a Borrower’s repayment is missed then no funds will be allocated the to the Lender’s account.
9.4. Any partial repayments received will be paid to Lender’s Platform Account. We retain the right to allocate partial repayments to either principal or accrued interest first.
10. Missed Payments and Loans in Default
10.1. Where a Borrower misses a payment or makes only a partial repayment, we, the Security Trustee, or an agent acting on our behalf, will contact the Borrower to collect the due payment.
10.2. If a Borrower makes a proposal that differs to the original loan terms, the Security Trustee will liaise with Lenders in keeping with the wording of the Security Trust documentation
10.3. If a loan falls into default, we or the Security Trustee will take whatever actions are deemed appropriate to protect the Lender’s position. That can include instructing agents to collect the whole loan amount and any associated costs.
11. Security and Recovery of Debts
11.1. If the Security Trustee and debt collection agency has failed to collect the loan outstanding the Security Trustee will enforce the security held to secure and recover the loan.
11.2. Where there is security in support of a loan, Lenders accept that the enforceability of the security shall be on the basis of normal legal risks, challenges and limitations.
11.3. We perform an administrative role in bringing Lenders and Borrowers together and to assist in facilitating making loans and collecting repayments. We accept no liability for any outstanding Borrower payments.
12. Lenders’ Participation
If a Lender is participating in an outstanding loan, they must let the loans run to their maturity date.
13. Complaints
If you have a complaint about our service, our Complains Policy is here: https://www.sourcedcapital.co/complaint-handling-policy/
14. Goji, Modulr and Platform Accounts
Definitions
“Modulr” means Modulr FS Limited, a company incorporated in England and Wales under company number 09897919 and Modulr Finance Limited, a company incorporated in England and Wales under company number 09897957, both having their registered office at One Hammersmith Broadway, London W6 9DL. Modulr FS Limited will supply you with an electronic wallet and Modulr Finance Limited will supply you with payment services in connection with the operation of the e-wallet.
“Goji” means Goji Financial Services Ltd, a private limited company incorporated in England with registration number 10234133 and a registered office at 133 Whitechapel High Street, London, England, E1 7QA. Goji is authorised and regulated by the FCA under firm reference number 805323.
Your E-Money Wallet
14.1 The Platform enables you to receive and repay money from and into an e-money account (your “Platform Account”) operated by a third-party payments provider (the “Payments Provider”) which have been appointed by Goji.
14.2 Your Platform Account and any funds in it will be owned by you, and you are appointing us as your agent to open and operate the account on your behalf. Investors’ funds will be transferred into your Platform Account when your loan completes and you authorise us, as your agent, to deduct our fees/commission and any other deductibles – e.g., legal fees before transferring you the net loan amount.
14.3. The Payments Provider will hold your money separately from its own money in accordance with its terms and conditions and it will exercise due skill, care and diligence in the selection, appointment and periodic review of any credit institution or bank where your money is deposited and for the arrangements for holding your money, but neither we nor it shall be otherwise responsible for any acts, omissions, or default of any such credit institution or bank.
14.4. No interest is payable on money held in your Platform Account and no fees are charged in respect of establishing the account.
14.5. You authorise us to instruct Goji to transfer any monies it holds for you in the Platform Account to any replacement Payments Provider without seeking your express instruction to do so, provided the new Payments Provider has the appropriate regulatory permissions.
14.6. At present, the Payments Provider is Modulr and Goji is the registered agent of Modulr for the provision of payment services.
14.7. By accepting these Terms and Conditions you also agree to:
14.7.1 Modulr’s terms and
14.7.2 the use of your personal data by Goji and Modulr as set out in the Goji Privacy Policy.
15. Other Terms
15.1. We do not provide advice to Lenders or Borrowers regarding the suitability of any loan proposal or loan terms offered. If you are in any doubt about any documentation, then we recommend you seek independent advice.
15.2. We accept no responsibility for any actions you may or may not take in respect of the content on our website or information you may obtain from us.
15.3. When supplying or uploading information to us you undertake that you have taken all reasonable precautions to ensure the files are virus free.
15.4. We take all reasonable precautions to protect our systems and computers from viruses but if they do occur, we accept no liability for them. It is your responsibility to install suitable anti-virus programmes on your computer.
15.5. Our Platform may contain links to third party websites and whilst we take precautions to ensure we only link with reputable sites we accept no responsibility or liability for any material presented or contained on those websites.
15.6. You acknowledge and agree that we do not provide financial, accounting, or legal advice in respect of the Services we supply. If you have any questions about the products or Services, you should seek independent advice.
15.7. You agree that all the information provided to us and stored by us will be used in accordance with our Privacy Policy, which is available here www.sourced.co/privacy. You agree to keep all information provided to you confidential and only to use it for the purposes intended when it was provided.
15.8. We own all present and future copyright, trademarks, and designs (registered and unregistered) and intellectual property rights.
15.9. Any breach by you of these Terms and Conditions, the Loan Agreement, or any act of fraud committed by you will result in your being liable to us for any subsequent loss or damage.
15.10. We will not be liable to you for any loss or damage you may suffer by using any of our services except where the losses or damages have arisen from our breach by us of these Terms and Conditions. We will not be held responsible where any breach was as a result of events or circumstances outside of our control. Our liability will be limited to the outstanding amount of the loan.
15.11. From time to time, we may amend or vary these Terms and Conditions and will inform you when we do so. We recommend that you review these on a regular basis. You agree to be bound by these Terms and Conditions as subsequently amended and updated.
15.12. If any part of these Terms and Conditions is found to be illegal, invalid, or unenforceable by any court 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 or preclude any further exercise of that, or any right, power or remedy arising under this Terms and Conditions
15.13. These terms and conditions shall remain in force after the termination of the agreement between us.
15.14. These Terms and Conditions are governed by English and Welsh law and the courts of England and Wales will have exclusive jurisdiction to settle any disputes that may arise in relation to this Terms and Conditions.
15.15 Other than Goji, which is a party to these Terms and Conditions in respect of the specific provisions that relate to it, no other person shall be entitled to exercise rights under these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999.