Terms and Conditions

1. Borrower Terms and Conditions

Formax Credit (UK) Limited - Borrower Terms and Conditions

1.The Agreement between You and Us

1.1. The Borrower Terms and Conditions set out the terms of the agreement between you and us, in relation to:

1.1.1.your use of the Site and any information provided by you to us,
1.1.2.the relationship between you and us and the services provided by us to you, and
1.1.3.your rights and obligations as a user of the Site, as a Borrower, and the basis on which you agree to borrow any money from Lenders using our Site.

1.2.The Borrower Terms and Conditions Terms are in addition to, and should be read together with, the following documents and policies:

1.2.1.our Privacy Policy,
1.2.2.our Cookie Policy,
1.2.3.the terms of any Loan Agreement where you are the Borrower, 
1.2.4.the term of any guarantee entered into in respect of your obligations as Borrower,
1.2.5.other information set out on the “Learn More” section of our Website, and
1.2.6.any other document referred to in these Terms, 
(The Borrower Terms and Conditions together with the documents and policies referred in 1.2 above are together hereinafter referred to as “these Terms”)

1.3.Please make sure you read these Terms and all the documents referred to above carefully before registering as a Borrower, and please make a copy for your future reference.

1.4.By registering as a Borrower and using our Site in any way, you confirm that you have had an opportunity to read, and that you agree to be bound by, these Terms as a Borrower. If you do not agree to be so bound, you may not use the Site, our services, receive any funds as a Loan

1.5.We may amend these Terms from time to time as set out in clause 11.5 and these Terms as amended, supplemented and updated from time to time shall apply every time you wish to borrow a Loan or use our Site or services in any way.

1.6.If there is a contradiction or inconsistency between these Terms and any term of a Loan Agreement where you are the Borrower, the Loan Agreement will prevail.

1.7.We are Formax Credit (UK) Limited (referred to as “we” “our” or “us” in these Terms). We are incorporated in England with company number 09044698 and our registered office is at Suite 627 107 Cheapside, London, EC2V 6DN.

1.8.Certain words and expressions are defined in clause 12 of these Terms.

1.9.Where you agree to be bound by these Terms on behalf of another party (including any company, LLP or partnership) you confirm that you have the requisite authority to bind them to these Terms and the documents referred to above.


2.Regulatory Information

2.1.We are authorised and regulated by the Financial Conduct Authority with reference number 628890 and we are registered with the Information Commissioner's Office with number ZA100692.


3.Our Site and our Role

3.1.We operate the Site and provide related services which enable us to match prospective Lenders to prospective Borrowers who are registered to use the Site in such capacities in accordance with these Terms. Our services include arranging and administering Loans.

3.2.In return for registering with and using our Site as a Borrower we charge you certain fees as set out in these Terms, including (without limitation) the Completion Fee referred to in clause 7.

3.3.We do not provide any advice or make any recommendations to Borrowers or to prospective Borrowers (whether or not registered as Borrowers on the Site) and nothing we do, and nothing on the Site, is intended in any respect to operate as or be construed as advice or any recommendation by us or on our behalf to any person to become a Borrower at all or on any particular terms.

3.4.Our Eligibility Criteria, our review of any applications of a person to become a Borrower, our decision to apply any Risk Category to any Borrower, in each case, are provided for information purposes only and each Borrower must undertake its own research, analysis and assessment of the terms applicable to each Loan and is recommended to seek its own independent financial advice before using our Site and requesting any Loan.

3.5.We review information provided to us by you and other Borrowers, and accordingly place Borrowers into designated Risk Categories based on that information. We may update the Risk Category of a Borrower from time to time, but we are not obliged to do so, or nor are we obliged to notify you regarding any such updates.

3.6.Neither we, nor any other member of the Formax Credit Group, nor any of our directors, officers, employees, advisers, contractors or agents are responsible for:

3.6.1. any information made available on our Site or otherwise which is provided by or on behalf of you or any other Borrower, and we shall not be obliged to check, verify or edit any such information; or

3.6.2. the designated Risk Category into which you or any other Borrower is placed from time to time.

3.7.In respect of any Loan request made by you after you have registered as a Borrower on our Site, we do not guarantee the length of time that it may take to match your request to Lenders, nor that there will be sufficient demand from Lenders to lend to you using our Site.

3.8.These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us unless it is expressly included in these Terms.

3.9.No inferences are to be drawn from the results of any credit checking by us on you. Neither the results of our assessment of any Eligibility Criteria nor the availability or non-availability of any prospective Lenders, should be construed as any recommendation by us as to whether you as Borrower should make a request for any Loan using our Site. 


4.Registering as a Borrower

4.1.In order to become a Borrower you must satisfy our Eligibility Criteria and accept these Terms, at the time you apply to become a Borrower and at all times during your Membership Term.

4.2.The criteria to become a Borrower are as follows. You must:

4.2.1. be a company limited by shares an LLP or a partnership which is comprised of 4 or more partners, in each case, which was incorporated or registered as such in England and Wales; 

4.2.2. have your registered office (as recorded at UK Companies House) in the UK (excluding the Channel Islands and the Isle of Man) and have had a permanent place of business in the UK (excluding the Channel Islands and the Isle of Man) for at least the 3 years immediately preceding the date of your application; 

4.2.3. have a trading address within the UK (excluding the Channel Islands and the Isle of Man);

4.2.4. ensure that individual who is submitting the application on behalf of the Borrower (the “Applicant Director”) is a director or partner or member (in the case of an LLP) and their usual residential address is in the UK 

4.2.5. ensure that at least half of all the Borrower’s directors, partners or members must be permanently resident within the UK (excluding the Channel Islands and the Isle of Man);

4.2.6. be permitted to use the Site, accept these Terms by applying to register as a Borrower, and be authorised, and have the power, to borrow money as anticipated by these Terms, in each case in accordance with your constitution, and acting by the individual who is submitting the application on behalf of the Borrower;

4.2.7. have been trading in business for at least two full years since your incorporation date;

4.2.8. have an annual turnover of at least £60,000;

4.2.9. be in business for profit, must not be a public authority or other public body, trust or charity or operate any in any regulated sector, and the nature of your business must not include gambling and any pornographic or other adult goods or services;

4.2.10. have a valid business bank account in your sole name at a UK clearing bank; 

4.2.11. not at any time carry out the activities of a credit broker;

4.2.12. not have any outstanding or pending county court judgments in excess of £250 in aggregate which have not been discharged, nor any judgments or awards of any other court, tribunal or other regulatory or legal authority, nor any unspent or pending criminal convictions or proceedings against you or any director or partner (as applicable) or other member of your senior executive personnel or any person who exercises significant control over you; and

4.2.13. not be both a Lender and a Borrower in respect of a Loan at any point during the Term of that Loan; and

4.2.14. satisfy any other criteria as we may from time to time specify to you

(together, the “Eligibility Criteria”). 

4.3.We may amend, vary or supplement the Eligibility Criteria at any time at our sole discretion.

4.4.As part of the application process relating to you being registered on our Site as a Borrower you will be required to upload certain documentation using the Site relating to you, including: 

4.4.1. your bank statements for the 12 month period prior to the date of your application;

4.4.2. personal bank account statements for the Applicant Director for the 6 month period prior to the date of your application;

4.4.3.your latest annual accounts, in the form that have been submitted to Companies House, audited where required but in any event prepared in accordance with generally accepted accounting principles of the Unitied Kingdom by a firm of accountants which is a member of the Chartered Institute of Accountants), in respect of at least the two full financial years;

4.4.4. latest management accounts including your balance sheet, profit and loss statements and cashflow for the last three months;

4.4.5. VAT returns in respect of the last four VAT quarters (including payment receipts);

4.4.6. two forms of acceptable identification in respect of the Applicant Director (one being photo ID to confirm their identity, the other to confirm their current fixed residential address); 

4.4.7. confirmation of the identity and address of all your current partners, or directors or members (in the case of an LLP or partnership) (as applicable) registered at Companies House; and

4.4.8. a written resolution of your board of directors confirming and authorising the Company to register as a Borrower, to submit its request for the Loan, and to accept and be bound by these Terms and the terms of the relevant Loan Agreement, and for the Applicant Director to be authorised to do so on your behalf;

4.4.9. in the case of a company limited by shares, the identities of all shareholders who control or own 20% or more of the issued share capital of the company, in the case of an LLP, all members, and in the case of a partnership, all partners;  

4.4.10. details of the purpose for requesting the Loan;

4.4.11. details of any existing financial indebtedness that you have and any security interest granted by you (or any agreement to do so), contracts which are material to your business, key operational documents, insurance contracts and any auditor reports; 

4.4.12. a personal guarantee in favour of us in accordance with clause 5.10; and

4.4.13. such other information as we may at our absolute discretion request on our Site or during the application process;

(together, such information being “Borrower Information”). Where the Borrower Information identifies an individual, we agree to use that information in accordance with our Privacy Policy [link].

4.5.You agree that we may carry out identity, credit, anti-money laundering and such other checks on you, the Applicant Director and any other directors or partners (as applicable) as we, in our absolute discretion, decide, and we may use the Borrower Information for these purposes, including sending it to the Credit Reference Agency and our other external contractors for these purposes. If further information is required by us or our contractors to satisfy these checks, we may ask you or the Applicant Director to supply additional information promptly. 

4.6.We reserve the right to use such other criteria and policies as we may decide, and we reserve the right not to accept any person or any application to become a Borrower at our sole discretion, or to impose limits on your credit at our absolute discretion and without providing a reason for doing so. 

4.7.You agree that you will provide us with up to date copies of the Borrower Information, and for the entire Membership Term you must promptly update us with any changes to any of the Borrower Information and provide any additional identification or other information required by anti-money laundering regulations, law or as reasonably required by us from time to time (all of which shall be considered to be Borrower Information).

4.8.You warrant and represent to us and the Formax Credit Group that:

4.8.1. you satisfy all applicable Eligibility Criteria in all respects and at all times whilst you are registered as a Borrower on our Site;

4.8.2. all information you provide to us (including the Borrower Information) is and at all times remains true and accurate in all respects (subject to your obligation to provide updated information under clause 4.7); 

4.8.3. by accepting these Terms, using the Site, making a request for a Loan and by borrowing any Loan, you are not and will not be in breach of any law, regulation, contract or any other obligation to which you are subject;

4.8.4. you have not granted any security interest to any third party, nor agreed to do so, except where disclosed to us in reasonable detail as part of the Borrower Information, and specifically permitted by us prior to you making any request for a Loan;

4.8.5. your use of the Site, and any Loan made available to you will be for your own (including any of your subsidiaries as defined in section 1162 of the Companies Act 2006) business purposes and will not be jointly with or on behalf of any other person or in any other capacity;

4.8.6. you do not reasonably expect any changes to any of the Borrower Information which you provide to us within a period of 6 months following the date of your application to become a Borrower; 

4.8.7. you are not aware of any information, event or circumstance which might reasonably be expected materially and adversely to affect our decision to accept you as a Borrower, our allocation of you to any particular Risk Category, your financial standing, business or assets, or the terms of any Loan made or to be made to you, including any threat or claim of any litigation, investigation or other proceeding against you, any of your undisclosed liabilities, or bad debts (or any other event which is reasonably likely to give rise to any of them); and

4.8.8. all Borrower Information you provide is free from any virus, worm, trojan or any other form of malicious code which has or may have a damaging effect on the Site or our systems.

4.9.The warranties and representations referred to in clause 4.8 are repeated on the date you are accepted as a Borrower on each day throughout your Membership Term. You undertake to ensure that you do not do anything (and that you do not allow anyone else to do anything) which does, or might be likely to, cause any of those warranties and representations to be untrue or inaccurate in any respect. If, acting reasonably, you believe such an event has occurred, or is likely to occur, you agree to notify us as soon as possible and provide us promptly with updated and accurate information and any other information we may reasonably request. In the event we receive or learn of any information which we consider would have affected our decision to accept you as a Borrower, we reserve the right to revoke your membership, refuse your on-going application or suspend or restrict your account in any way we see fit.

4.10.You will be responsible for all costs incurred by you in relation to your registering as a Borrower, your use of the Site and entering into and pursuant to any Loan Agreement. 

4.11.You agree to keep your password confidential at all times and not to disclose it to any other person, except to such of your senior executives or representatives as have agreed to comply with no less onerous obligations of confidentiality and to whom you have authorised to possess and use such information on your behalf. We may assume that any use of the Site made using your password is made by you or with your express authority. You will be responsible for any misuse of your password as a result of your breach of this clause. You must notify us immediately if you believe that the confidentiality of your password has been or may have been compromised. We reserve the right not to act on instructions where we suspect that the person using your username may not be you, may not be authorised by you, or where we suspect any illegal or fraudulent activity.

5.Borrowing Process and your Wallet

5.1.If we have accepted your application to become a Borrower, before you may enter into a Loan Agreement as a designated Borrower, we shall open an account on your behalf in your name with our designated Payment Services Provider, such account hereinafter referred to as “your Wallet”. You will be required to accept the terms and conditions of our current Payment Services Provider in order to set up your Wallet, which are available on our Site at [PSP Terms and Conditions] and which may be updated by the Payment Services Provider from time to time in accordance with those terms. We reserve the right to change our Payment Services Provider at any time at our sole discretion and in order to continue to use your Wallet in connection with any Loan advanced or to be advanced to you, you will be required to accept the terms of any replacement Payment Services Provider.

5.2.Your Wallet will be an account managed and operated by our Payment Services Provider and you will have no rights to operate your Wallet in any way. 

5.3.All amounts to be lent you by Fully Matched Lenders will be collected into your Wallet and, subject to all conditions precedent to funding as set out in the Loan Agreement being satisfied, will then be advanced to your nominated account (net of any Completion Fee payable in accordance with these Terms). All payments of interest, principal and any other amount under the Loan will be paid by you into your Wallet whether by way of standing order, direct debit or otherwise. Any amount paid by you into your Wallet following the date of drawdown of the Loan will not be available to be drawn by you. 

5.4.All payments of interest, fees, charges and other payments (together with any applicable VAT thereon) which are due to be made by you pursuant to these Terms or any Loan Agreement must be paid directly into your Wallet. All payments must be made in cleared funds in sterling by valid debit card registered in your name, by wire transfer or such other method as we may accept as set out on our Site, in accordance with these Terms and the terms and conditions of our Payment Services Provider, for onward payment for our account and for us to receive and deal with accordingly. Any advances of Loans due to be made to you pursuant to a Loan Agreement will be paid into your Wallet.

5.5.We may update our payment methods from time to time and will give you as much prior notice as reasonably practicable

5.6.In order to request a Loan you must first select the following on our Site:

5.6.1. the aggregate principal amount of the Loan you wish to borrow, in pounds sterling; the minimum is £5,000 and the maximum is £100,000 (we may exceed the maximum at our absolute discretion); and

5.6.2. the Term of the Loan you wish to receive and to which you are prepared to be committed; whether 6, 12, 24, 36, 48 or 60 months.

We reserve the right to amend, vary or supplement these parameters at our discretion.

5.7.Our Site sets out our Rules [link] regarding the approximate fees and interest rates which are likely to be payable by Borrowers in each of the Risk Categories and across the different Terms of Loans which you may select. These details are provided by way of indicative information only and are not binding on us or any of the Lenders. We reserve the right to alter the fees and interest rates at any time prior to execution by us, acting as Agent for and on behalf of the Lenders of the Loan Agreement, in accordance with clause 6.5.

5.8.The Term you select is the Term applicable to the Loan you wish to receive (being 6, 12, 24, 36, 48 or 60 months). Lenders will be able to choose from three Terms (12, 36 or 60 months), being the aggregate Term they wish to commit to. Terms for Borrowers are grouped into bands of two and our Site specifies (at [link]) the relevant interest rate for Borrowers which is applicable to each band of two possible Borrower Term choices within each Risk Category, such that our fees and the applicable interest rates for Borrowers will be the same for each of the two Borrower Term choices within each Risk Category. By way of example, a Borrower Term of 6 to 12 months correlates to the rates for the 12 month Lender Term choice, a Borrower Term of 24 to 36 months correlates to the rates for the 36 month Lender Term choice, and a Borrower Term of 48 to 60 months correlates to the rates for the 60 month Lender Term choice, in the applicable Risk Category in each case.

5.9.You cannot select specific Lenders from whom to request a Loan. Your request for a Loan, if accepted, will be allocated to multiple Lenders at our discretion and in accordance with these Terms based on your choices under clause 5.6 above.

5.10.We may require the Applicant Director (or such other director as we may determine) to enter into a Personal Guarantee to guarantee your obligations pursuant to these Terms and the terms of any Loan Agreements in respect of any Loans made, or to be made, to you. Such Personal Guarantee shall be in such form and on such terms as we may specify at our absolute discretion, and we may require the guarantor to obtain, at the guarantor’s cost, independent legal advice and provide us with a confirmation that such advice has been obtained prior to executing the Personal Guarantee. We reserve the right to withhold any Loan until this clause has been complied with in full.

6.Loan Agreements, Repayments and Defaults

6.1.Your request for a Loan will be processed by us as set out in these Terms. We shall confirm if you have been accepted as a Borrower by notifying you accordingly on your Dashboard. Unless and until you are accepted by us as a Borrower, we will not attempt to match your Loan request to any Lenders.

6.2.In order to be “Fully Matched”, any Loan requested by you as Borrower (plus the Completion Fee where you have selected to add it to the Loan request in accordance with clause 7.2 of these Terms) must be Matched to Lenders’ Selections in accordance with the Lender Terms and Conditions, and to available Unutilised funds in the Wallets of such Lenders. The Matching process is explained in further detail in the Lender Terms at clauses 5.13 to 5.17 and at clause 7.1.

6.3.All Loans shall remain subject to the availability of sufficient applicable Lenders in accordance with these Terms and the Lender Terms and Conditions.

6.4.After your request for a Loan has been approved and has been Fully Matched to the designated Lenders, we shall issue the Loan Agreement and we will not advance any Loan funds and you should not consider your request for a Loan has been or will be accepted, nor that any advance of monies will be made, unless and until we confirm that the Loan Agreement has been executed by us (as agent on behalf of all the designated Lenders) and you as Borrower and all conditions to funding thereunder have been fully satisfied. We may provide you with a progress report or estimate of when you are likely to complete the process of being accepted as a Borrower on our Site, but such information is not binding and should not be relied upon.


6.5.Following our confirmation of approval of your Fully Matched Loan request, we will send you the relevant Loan Agreement electronically and we will provide you with details as to how to execute the Loan Agreement electronically as Borrower. We reserve the right to implement such method of electronic signing as we may decide, and/or to require all your directors or partners (as applicable) to sign the Loan Agreement or to provide a further written shareholders’ or members’ resolution (as applicable) authorising signature of the Loan Agreement on your behalf. 

6.6.We shall act as the agent of the designated Lenders in relation to the execution of the Loan Agreement on behalf of all of the matched Lenders for the Loan to be advanced to you. You will be responsible for executing the Loan Agreement as Borrower and for satisfying all other conditions to funding as set out in the Loan Agreement. . You agree to be bound by the terms of any such Loan Agreement we may execute on behalf of the Lenders as their agent and you agree that that we may notify the relevant Lenders that they have been Fully Matched with you as a Borrower. For identity purposes only, the Lender ID numbers of the original Lenders that have been Fully Matched to you will be added to you Dashboard.

6.7.By agreeing to these Terms you agree that we have informed you that we are acting as agent for the designated Lenders in respect of entering into the Loan Agreement and administering the Loan advanced thereunder and you have understood and accepted that we are acting in such capacity only. 

6.8.Where a Loan which is to be made to a Borrower is Fully Matched, the Facility Amount set out in the relevant Loan Agreement shall be the sum of the Loan requested by the Borrower and the applicable Completion Fee where the Borrower has selected to add such fee to the Loan request in accordance with clause 7.2. The net amount advanced to the Borrower will comprise the Facility Amount, less the Completion Fee payable pursuant to these Terms, subject to and in accordance with these Terms and the Loan Agreement between the relevant Lenders and you as the Borrower. 

6.9.The monthly or other scheduled repayments you are due to pay under each Loan will be set out in the relevant Loan Agreements. The repayments will consist of interest and capital. All repayments (whether of capital, interest, any fee, VAT or otherwise) must be made by you in sterling into your Wallet (or such other means as we may at our sole discretion accept from time to time). Time shall be of the essence with respect to your obligations to make payments pursuant to these Terms and any Loan Agreement.


6.10.You may prepay a Loan (in whole or in part) prior to the expiry of the Term. In order to do so, you must contact us by email or telephone to request confirmation of the total of the Facility Amount which is outstanding at the date of the proposed repayment, plus any fees and interest due, including interest for the whole of the month in which that repayment is to be made (together the “Settlement Amount”). We will then contact you by email to confirm the Settlement Amount and you may repay the full Settlement Amount into your Wallet in cleared funds within 5 Working Days of the date of our confirmation of the Settlement Amount to you. In the event you request the Settlement Amount within 6 months of the date the Loan is advanced to you, we reserve the right to seek further information from you (prior to confirming the Settlement Amount or accepting repayment of the Loan,) as to how and why the funds have become available to you to make such repayment.


6.11.Following receipt of the Settlement Amount in full in accordance with clause 6.10, we will confirm within five Working Days of receipt of funds confirm that your obligations to repay the Loan and all other amounts payable under the Loan Agreement have been complied with in full and that you are released from such obligations. No part of such Settlement Amount received by us will be available for you to re-borrow at any time.


6.12.If you believe that you may be likely to miss one or more payments under your Loan Agreement, you must contact us as soon as possible. 

6.13.Following any missed payment or other Default, we will attempt to take payment again, and we reserve the right to contact you by any means to notify you of the payment default, to attempt to rearrange any missed payments and to notify you of the Default Fee which will apply.

6.14.In the event of a second missed payment due under the Loan Agreement, such event shall automatically constitute a Default and we reserve the right, acting as agent on behalf of the Lenders, to notify the credit reference agencies accordingly and to instruct such third party as we may determine (including a debt recovery agency) to seek to recover from you the full Facility Amount then outstanding, together with all fees (including the Default Fee and the costs and expenses incurred in instructing such the third party) and all interest which has accrued on such sums.

6.15.In the event of a third missed payment due under the Loan Agreement, we reserve the right to instruct such third parties as we may determine (including engaging solicitors or a debt recovery agency) to take any action available to the Lenders in relation to such Default, including issuing court, insolvency or other proceedings against you for the recovery from you the full Facility Amount then outstanding, together with all fees (including the Default Fee and all professional and other third party costs and expenses incurred), and all interest which has accrued on such sums.

6.16.In the event that you pay all overdue payments together all accrued interest, within the period as we notify to you for such purposes, where reasonably possible any Default Fee shall be added to the then outstanding Loan balance, for repayment by the Borrower over the remaining Term, and we agree to act in a fair and equitable way in such regard.


7.Fees

7.1.Details of the fees we charge and how we calculate such fees are set out in these Terms and on our Site [link]. 

7.2.We charge a Completion Fee, details of which are displayed using the Loan calculator on our Site when completing the Borrower application. The Completion Fee is payable by you on the date that the Loan is made available to you as Borrower. During the Borrower application process for a Loan, you must decide whether to pay the Completion Fee from the sums to be advanced to you by way of a Loan (in which case, the Completion Fee will be deducted from the Facility Amount), or whether it will be added to, and therefore increase, the total Loan requested by you (in which case, the Loan will be increased by an amount equal to such Completion Fee and such increase will form part of the Loan advanced to you from Lenders who have been matched to your Loan request).

7.3.We may charge you a margin on each Loan, which will be the difference between the interest charged to you as Borrower, and the interest payable to the relevant Lenders. You authorise us to deduct from each payment made by you a sum equal to that margin which we are entitled to retain for own account.

7.4.Any Default Fees which we may charge shall be for our sole account and you agree that we may deduct any Default Fees from any payments subsequently received from you in priority to any payment of interest or repayment of capital to any Lenders. Details of the Default Fees are set out on the Site at [link].

7.5.All fees and amounts payable to us pursuant to these Terms or any Loan Agreement shall be payable in full without any deduction counterclaim or set-off by you and are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made by us to you as the Borrower, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply at the same time as payment is due for that supply.

7.6.Any tax imposed on you as a result of receiving any Loans, any interest you may pay or any other use of our Site or our services shall be your responsibility and you agree to account to HM Revenue and Customs (or any other applicable tax authority). We will not deduct any income, withholding or other tax from any interest or other payments made by you, or in relation to any transfer of any Loan for any reason. 

8.Termination

8.1.In the event you no longer wish to use the Site or any of our services, you may, subject to these Terms, terminate your agreement with us by notifying us in writing by post or email. You may not terminate your agreement with us if, in respect of any Loan requested by or paid to you, any amount owing by the Borrower under the Loan Agreement remains outstanding or if you are in default of any provision of the Loan Agreement.

8.2.We may terminate our agreement with you at any time if:

8.2.1. you breach any of these Terms, any Loan Agreement, or any applicable law or regulatory requirement;

8.2.2. you commit, or we have reason to suspect that you have committed fraud, fraudulent misrepresentation or any other criminal offence;

8.2.3. any breach of any warranty set out in these Terms (including those set out at clause 4.8 or in any Loan Agreement);

8.2.4. you grant or enter into (or agree to enter into) any security interest other than the Permitted Security (if any) approved by us and set out in the Loan Agreement, or if you breach these Terms of, or if any steps are taken with respect to the enforcement of, any such Permitted Security (if any);

8.2.5. if you fail to provide any information requested by us pursuant to these Terms or any Loan Agreement (including any Borrower Information), or if we reasonably believe that any such information is false, inaccurate or misleading;

8.2.6. if any steps or action is taken by you or any other person in connection with your bankruptcy, an individual voluntary arrangement or (if you are a company or LLP) entering administration, provisional liquidation or any composition or arrangement with creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;

8.2.7. if you use the Site, any information, content, material or data available on the Site or provided by us to you for any purposes not authorised by these Terms or the Loan Agreement, including for or in connection with any criminal offence, breach of any applicable law, regulation or regulatory requirement, or which infringes any copyright, trademark, patent or other intellectual property right of any other person, or any right of privacy; or

8.2.8. you send any message or material which is or could reasonably be considered to be offensive, illegal, discriminatory, obscene, annoying or of a harassing or harmful nature.

9.Limitation of Liability

9.1.You acknowledge that by applying to become a Borrower and by requesting a Loan you are engaging in peer to peer lending and that at no time shall you, as Borrower, borrowing money from us, our Site, or any member of the Formax Credit Group. You shall be borrowing money from the relevant Lenders in accordance with these Terms and the applicable Loan Agreement(s).

9.2.You accept that neither we, nor any member of the Formax Credit Group provide any investment, tax or other advice or recommendation whatsoever, including whether or not to request any Loan or Loans, to enter into any Loan Agreement or to select any particular Term. You are responsible for making your own borrowing decisions and taking your own independent financial, legal or other professional advice. If you are unsure about any aspect of these Terms, or the suitability of any particular Loan, you should seek your own advice from an independent financial advisor authorised and regulated by the FCA and other professional advisors as appropriate.

9.3.Any information provided or made available to you (whether on the Site or otherwise) does not constitute advice, or a recommendation or an endorsement to request any Loan or any particular Loan. We shall not be deemed to have knowledge of any particular event or circumstance as regards any particular Lender or Borrower, as a result of our knowledge resulting from our role with respect to any other Lender or Borrower.

9.4.You acknowledge and agree that neither we nor any member of the Formax Credit Group shall have any obligation (at any time) to enter into any arrangements to buy or sell (or procure the purchase or sale of) all or any part of a Loan. 

9.5.You acknowledge and agree that neither we nor any member of the Formax Credit Group shall have any obligation to guarantee any of your obligations or to reimburse or indemnify you for any cost, loss or liability which you incur as a result of your breach, delay or other Default under all or any Loans.

9.6.Neither we, nor any member of the Formax Credit Group will be liable for any action which we take as agent for any Lender in relation to any Loan, Loan Agreement, any Default by you, or in respect of any enforcement, legal or other action.

9.7.Funds held in your Wallet shall not be deemed to be our assets, nor the assets of any other member of the Formax Credit Group.

9.8.Nothing in these terms shall exclude or restrict our liability in respect of:

9.8.1. our fraud or fraudulent misrepresentation, or wilful misconduct;

9.8.2. death or personal injury which is caused by our negligence or by the negligence of our employees, agents or subcontractors; or

9.8.3. any other liability which cannot be limited or excluded by applicable law.

9.9.Subject to clause 9.8, neither we, nor any member of the Formax Credit Group will be liable for or in respect of:

9.9.1. the Risk Category allocated to you or any other Borrower

9.9.2. any tax payable by you (including any withholding tax) 

9.9.3. any use by any Lender of any information provided by us or made available on the Site in relation to you or any other Borrower; 

9.9.4. any due diligence or credit checks carried out by us about you; or

9.9.5. any failure to match your selection referred to in clause 5.6 to Lenders’ Selections (as defined in the Lender Terms).

9.10.Subject to clause 9.8, neither we, nor any member of the Formax Credit Group, will be liable, whether in contract, tort (including negligence), to you for breach of statutory duty, or otherwise, arising under or in connection with these Terms, the Loan Agreement or any Loan for:

9.10.1. loss of profits;

9.10.2. loss of anticipated savings or interest;

9.10.3. loss of use or corruption of data or information;

9.10.4. loss of damage to goodwill; or

9.10.5. any indirect or consequential loss.

10.Confidentiality and Intellectual Property Rights

10.1.You acknowledge and agree that the details of or relating to any Lender, Loan, or any Loan Agreement shall be confidential and that you will not use, disclose or otherwise make available to any other person any such information without our prior written consent in each case (except in respect of a disclosure required by law, or where you can demonstrate that the information is publicly available other than as a result of your breach of this clause).

10.2.All information made available on our Site or provided by us or by or on behalf any Borrower is intended solely for your own use and may not be provided to any other person, or reproduced in whole or in part or used for any purposes other than in connection with you becoming a Borrower in respect of any Loan. You may not disclose to any person nor use for any purposes other than in connection with entering into a Loan the details of or relating to any Lender, Loan, or any Loan Agreement which shall be confidential and you may not use, disclose or otherwise make available to any other person any such information without our prior written consent in each case (except in respect of a disclosure required by law, or where you can demonstrate that the information is publicly available other than as a result of your breach of this clause). All such information shall be the confidential information and property of us.

10.3.As between you and us, we own all copyright, trademarks, design rights, unregistered designs, database rights, domain names and all other intellectual property rights in the Site and all content, data and material provided or made available to you on the Site or otherwise, whether or not registered and wherever in the world they arise. We do not warrant that such intellectual property rights, material, content, data or information does not infringe the intellectual property or other rights of any other person.

10.4.You agree not to use any such intellectual property rights, material, content, data or information for any purpose not expressly permitted by these Terms or the Loan Agreement.


11.General

11.1.Whilst we will endeavour to ensure access to the Site is uninterrupted as far as possible, we reserve the right to suspend the Site (or our services) for routine or emergency maintenance or updates from time to time. We cannot guarantee that access will be possible uninterrupted at all times, including in the event of network failures or other issues beyond our reasonable control.

11.2.Whilst we will endeavour to ensure that access to the Site is secure, information submitted to the Site (including Lender Information) will be transmitted over public telecommunication networks and we cannot accept any liability for any interception, errors, delays or failure to deliver such information.

11.3.Where the Site contains links to other websites or information provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

11.4.We shall not be in breach of these Terms or any Loan Agreement for any failure or delay in performing any of our obligations where such failure or delay results from an event or circumstances which is outside our reasonable control.

11.5.We reserve the right to amend all or any part of these Terms, including the terms of the Loan Agreement, which shall apply to all Loans made after the date of the change. We will notify you of any such changes by making the amended Terms (or terms of the Loan Agreement) available on our Site. It is your responsibility to check these Terms (and the terms of the Loan Agreement) before requesting a Loan (including by making the selections referred to in clause 5.6), and before signing a Loan Agreement in accordance with clause 6.5.

11.6.Our rights and obligations under these Terms are personal to you which means that you cannot assign them to another person without our explicit prior written consent. We may assign to or exercise all or any of our rights by any other member of the Formax Credit Group.

11.7.Any notice given to you under or in connection with these Terms may be posted by us on your Dashboard on the Site, or may be sent by email to the address provided by you on registration (or as updated by you subsequently in accordance with these Terms). 

11.8.Any notice given by you to us under or in connection with these Terms may be sent by post or by email, to the addresses at the [Contact Us – Link] page on our Site.

11.9.This Terms constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.10.Each of you and we agree that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or the Loan Agreement. Each of you and we agree that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms or the Loan Agreement.

11.11.A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms or the Loan Agreement.

11.12.No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.13.If any provision or part-provision of these Terms or the Loan Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms or the Loan Agreement.

11.14.These Terms are governed by and construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms, you and we shall submit to the exclusive jurisdiction of the English courts.

12.Definitions and Interpretation

In these Terms:
Reference to a person shall include any individual, company, partnership, LLP or other type of legal person;

Applicant Director shall have the meaning ascribed to it in clause 4.2.4;

Borrower means a person (not being an individual or a relevant recipient of credit for the purposes of article 60L of the Financial Services and Markets Act 2000 (regulated Activities) Order 2001) who has accepted these Terms and has been accepted by us to be a member of our Site as a borrower;

Borrower Information shall have the definition ascribed to it in clause 4.4;

Credit Reference Agency means the third party engaged by us to provide credit agency services from time to time. At present our Credit Reference Agency is Credit Safe, but we may change or supplement this at our discretion;

Terms or Borrower Terms shall have the meaning ascribed to it in clause 1.2; 

Dashboard means the area of your account on our Site which allows you to access your information as Borrower, including: the details of amounts lent to you; the Lender ID number for the Lenders who have entered into Loan Agreements for the Loans lent to you; amounts repaid and amounts owing by you under any Loan Agreement you have entered into; and details of applicable policies;

Default shall be as defined in the Loan Agreement;

Eligibility Criteria means the preconditions for membership of our Site and for requesting Loans as a Borrower, as set out at clause 4.2;

Facility Amount shall be as defined in the relevant Loan Agreement;

Formax Credit Group means Formax Credit (UK) Limited, and any subsidiary or holding company of it, and any subsidiary of any such holding company (as such expressions are defined in section 1156 of the Companies Act 2006);

Lender means a person who has been accepted by us to be a member of our Site as a Lender, and who has accepted the Lender Terms;

Loan means a loan made or which is to be made pursuant to a Loan Agreement , or the principal amount outstanding for the time being under any Loan Agreement;

Loan Agreement means each loan agreement entered, or to be entered, into between us acting as agent on behalf of the designated Lenders and the relevant Borrower;

Membership Term means the entire duration of your membership of our Site as a Borrower;

Payment Services Provider means the person engaged by us to provide payment services relating to the Wallet and payments to and from Lenders and Borrowers. At present, our Payment Services Provider is Mangopay and their terms and conditions relating to the operation of your Wallet (and the payment of funds into and out of the Wallet) are available at [link];

Permitted Security shall be as defined in the relevant Loan Agreement(s);

Risk Category means the category of risk allocated by us to each Borrower, as defined in the Lender Terms. For the avoidance of doubt, “A+” shall be considered the lowest Risk Category and “C” the highest Risk Category;

Site means the website and platform operated by us as is available from time to time at www.formaxcredit.co.uk;

Term means the term which a Borrower has selected as referred to in clause 5.6.2;

Lender Terms means the Lender Terms and Conditions (together with such other documents as are referred to in the Lender Terms), the current version of which is available here [link]; 

Wallet shall have the meaning ascribed to it in clause 5.1; and

Working Day shall mean any day from Monday to Friday in which the clearing banks in London are open for normal business.

13.Interpretation

13.1.Unless a contrary indication appears any reference in these Terms:

13.1.1. any agreement referred to in these Terms is a reference to that agreement as amended or novated;

13.1.2. a "person" includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing

13.1.3. a provision of law is a reference to that provision as amended or re-enacted; and 

13.1.4. a time of day is a reference to London time.

13.2.Section, clause and headings are for ease of reference only.

2. Lender Terms and Conditions

Formax Credit (UK) Limited - Lender Terms and Conditions

1.The Agreement between You and Us

1.1These Lender Terms and Conditions set out the terms of the agreement between you and us, in relation to:

1.1.1. your use of the Site and any information provided by or to us,

1.1.2. the relationship between you and us and the services provided by us,

1.1.3. your rights and obligations as a user of the Site, as a Lender, and the basis on which you agree to lend any money to Borrowers using our Site, and

1.1.4. your inclusion on the register of Lenders relating to the relevant Loan, and the disclosure of your Lender ID number to the relevant Borrower(s) pursuant to clause 4.5.

1.2.These Terms are in addition to, and should be read together with the following documents and policies:

1.2.1. our Privacy Policy,

1.2.2. our Cookie Policy,

1.2.3. other information set out on the “Learn More” section of our Website, and

1.2.4. any other document referred to in these Terms.

(The Lender Terms and Conditions, together with the documents and policies referred in 1.2 above, are together referred to as “these Terms”)

1.3.Please make sure you read these Terms and the documents referred to above carefully before registering as a Lender, and please make a copy for your future reference. Your attention is particularly drawn clauses 5, 6, 7, and 8 and to all the sections of these Terms marked in bold text.

1.4.By registering as a Lender, and using our Site in any way, you confirm that you have had an opportunity to read, and that you agree to be bound by, these Terms as a Lender. If you do not agree to be so bound, you may not use the Site, our services or make any funds available to be applied as Loans.

1.5.We may amend these Terms from time to time as set out in clause 13.5 and these Terms, as amended, supplemented and updated from time to time, shall apply every time you wish to make any funds available to be applied as Loans or use our Site or services in any way.

1.6.We are Formax Credit (UK) Limited (referred to as “we” “our” or “us” in these Terms). We are incorporated in England with company number 09044698 and our registered office is at Suite 627 107 Cheapside, London, EC2V 6DN.

1.7.If there is a contradiction or inconsistency between these Terms and any term of a Loan Agreement where you are a designated Lender, the Loan Agreement will prevail.

1.8.Certain words and expressions are defined in clause 14 of these Terms.

1.9.Where you agree to be bound by these Terms on behalf of another party (including any company, LLP or partnership) you confirm that you have the requisite authority to bind them to these Terms and the documents referred to above.

2.Risk Warning and Regulatory Information

2.1.We are authorised and regulated by the Financial Conduct Authority with reference number 628890 and we are registered with the Information Commissioner's Office with number ZA100692.

2.2.When you invest your money your capital is at risk and is not protected by the Financial Services Compensation Scheme (FSCS). Loans made under the Loan Agreements are not covered by the FSCS. There is no guarantee that your investment will be repaid in full or at all. We do however operate a Compensation Fund, funded by our profits, that seeks to reduce the impact of a borrower who defaults on their loan. Details of how this scheme operates can be found here.

2.3.The interest rates referred to (whether on our Site or otherwise) are indicative only and may not be achieved, in particular where there are insufficient Borrowers and/or Lenders’ Funds, to be Matched, in accordance with these Terms, and based on your Lender Selections.

3.Our Site and our Role

3.1.We operate the Site and provide related services which enable us to match Lenders to Borrowers who are registered to use the Site in such capacities in accordance with these Terms. Our services include arranging and administering Loans.

3.2.We do not provide any advice or make any recommendations to Lenders or to prospective Lenders (whether or not registered as Lenders on the Site) and nothing we do, and nothing on the Site, is intended in any respect to operate as, or be construed as, advice or any recommendation by us or on our behalf to any person to become a Lender at all or on any particular terms, or to select any particular Products.

3.3.If you decide to become a Lender and make any funds available to be applied as Loans, you must satisfy yourself of the risks involved and the appropriateness of the investment according to your own circumstances. By using the Site you confirm that you have the necessary experience and knowledge to understand the risks involved in registering as a Lender, making any funds available to be applied as Loans and selecting the duration of your investment. Each Lender is recommended to seek their own independent financial advice before using our Site.

3.4.Neither we, nor any other member of the Formax Credit, nor any of our directors, officers, employees, advisers, contractors or agents are responsible for:

3.4.1. the ability of any Borrower to repay all or any part of any Loan, or any interest or other sum in relation to any Loan; or

3.4.2. any delay in crediting your Wallet with any sums pursuant to any Loan Agreement provided that we or our agents or contractors have taken reasonable steps to comply with the requirements of any clearing system, network or contractor used for such purposes.

3.5.We do not guarantee there will be sufficient demand from Borrowers for Loans using our Site and, as a result, we may take longer, or be unable, to Match some or all of the Unutilised funds in your Wallet.

3.6.These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us unless it is expressly included in these Terms.

4.Registering as a Lender

4.1.In order to become a Lender you must satisfy our Eligibility Criteria and accept our Terms at the time you apply to become a Lender and at all times during your Membership Term.

4.2.The criteria for you to become a Lender are as follows:

4.2.1. you must be an individual, LLP, partnership or company limited by shares (or such public body or other entity as we may specifically approve);

4.2.2. if you are an individual, you must be over 18 years old, have valid UK residence rights and a permanent place of residence in the UK (unless otherwise specified), and be capable of making investment decisions and entering into contracts on your own behalf;

4.2.3. if you are a company, LLP (or other legal entity) you must be incorporated in England and Wales (unless otherwise specified);

4.2.4. if you are a company, LLP, partnership, public body or other legal entity you must have a permanent place of business in the UK (unless otherwise specified), and, in accordance with your constitution, be permitted to use the Site, agree to these Terms to become a Lender, and invest money as anticipated by these Terms;

4.2.5. you must have a valid bank or building society account at a UK clearing bank or building society (unless otherwise specified) which is acceptable to us, at our discretion;

4.2.6. you must not carry out the activities of a credit broker;

4.2.7. you must not have any unspent or pending criminal convictions or proceedings;

4.2.8. such other criteria as we may from time to time specify to you

(together, the “Eligibility Criteria”). 

4.3.We may amend, vary or supplement the Eligibility Criteria at any time and at our sole discretion.

4.4.You will be required to upload certain documentation to the Site as part of the application process relating to you, including confirmation of your identity and address, a valid debit card and your bank or building society account details (“Lender Information”). Lender Information will be used in accordance with our Privacy Policy.

4.5.If your application to become a Lender is accepted, you will be allocated a Lender ID number. This will be included on the register of Lenders for each Loan Agreement to which you are a party and shall be available to the relevant Borrower for that Loan on their Borrower Dashboard.

4.6.You agree that we may carry out identity, anti-money laundering and such other checks on you as we, in our absolute discretion, decide, and we may use the Lender Information for these purposes, including sending it to the Credit Reference Agency and our other external contractors for these purposes. If further information is required by us or our contractors to satisfy these checks, we may ask you to supply additional information, which you agree to provide promptly.

4.7.We reserve the right at any time at our sole discretion and without providing a reason for doing so:

4.7.1. not to accept any application of any person to become a Lender;

4.7.2. to remove or cease to accept any person as a Lender; or

4.7.3. to apply restrictions on your Wallet (as defined below).

4.8.You must update us with any changes to any of the Lender Information immediately and provide any additional identification or other information required by anti-money laundering regulations, law or as reasonably required by us from time to time.

4.9.You warrant and represent to us and the Formax Credit, on the date that you apply to register as a Lender on our Site, that:

4.9.1. you satisfy all applicable Eligibility Criteria in all respects;

4.9.2. all information you provide to us (including the Lender Information) is and at all times remains true and accurate in all respects (subject to your obligation to provide updated information under clause 4.8);

4.9.3. by accepting these Terms, using the Site, and by making any funds available as Loans, you are not in breach of any law, regulation, contract or any other obligation to which you are subject;

4.9.4. you have read and accepted the Risk Warning set out at clause 2 of these Terms;

4.9.5. your use of the Site is and will be for your own purposes and any funds you make available as Loans are your own funds, and you will not use any funds belonging to any other person, or to which you have access in any other capacity except only in the case where you are one of two or more joint named account holders, provided you have the full authority of the other joint account holder(s) to do so and, promptly upon request, you will provide us with evidence as to your current authority in this regard; and

4.9.6. any Lender Information you provide is free from any virus, worm, trojan or any other form of malicious code or which has, or may have, a damaging effect on the Site or our systems.

4.10. The warranties and representations referred to in clause 4.9 are repeated on the date you are accepted as a Lender and on each day of your Membership Term. You undertake to ensure that you do not do anything (and that you do not allow anyone else to do anything) which does, or might be likely to, cause any of those warranties and representations to be untrue or inaccurate in any respect. If you believe such an event has occurred, or is likely to occur, you agree to notify us as soon as possible and provide us promptly with updated and accurate information and any other information we may reasonably request.

4.11. You will be responsible for all costs incurred by you in relation to your registering as a Lender, use of the Site and agreeing to these Terms.

4.12. You agree to keep your password confidential at all times and not to disclose it to any other person, except to such of your senior executives or representatives as have agreed to comply with no less onerous obligation of confidentiality and to whom you have authorised to possess and use such information on your behalf. We may assume that any use of the Site made using your password is made by you or with your authority. You will be responsible for any misuse of your password as a result of your breach of this clause. You must notify us immediately if you believe that the confidentiality of your password has been, or may have been, compromised. We reserve the right not to act on instructions where we suspect that the person using your username may not be you, may not be authorised by you, or where we suspect any illegal or fraudulent activity.

5.Lending Process and your Wallet

5.1.If we have accepted your application to become a Lender, before you may make any funds available to be applied as Loans, we will open an account on your behalf in your name with our designated Payment Services Provider, which account shall be known as your “Wallet”. Your Wallet will be an account managed and operated by our Payment Services Provider for the purposes of holding any Unutilised funds you have made available to be applied as Loans using the Site.

5.2.You will be required to accept the terms and conditions of our current Payment Services Provider in order to use and operate your Wallet, which terms are available on our Site at [https://www.mangopay.com/terms/MANGOPAY_Terms-EN.pdf] and which may be updated by the Payment Services Provider from time to time in accordance with those terms. We reserve the right to change our Payment Services Provider at any time at our sole discretion and, in order to continue to use your Wallet in connection with your Loan, you will be required to accept the terms of any replacement Payment Services Provider.

5.3.All payments made by you for the purposes of investing any funds to be applied towards Loans must be made directly into your Wallet in cleared funds in sterling by valid debit card registered in your name, or by wire transfer or such other method of payment as we may accept (as more particularly set out on our Site), in accordance with these Terms and the terms and conditions of our Payment Services Provider.

5.4.All funds paid by you into your Wallet will be subject to a 14-day grace period (the “Grace Period”) during which they will not be matched by us to any Loan requests from Borrowers and will remain Unutilised. You may withdraw those funds within this Grace Period without incurring a Withdrawal Fee or any other fee. This Grace Period shall apply each time you pay funds into your Wallet and to those funds only. A request to withdraw any funds after this period has elapsed (other than Returns (as defined below) that you have chosen not to reinvest or payments of principal and interest standing to the credit of your Wallet at the end of the Term) will be subject to the Early Fund Withdrawal Policy at clause 6.2.

5.5.Immediately upon our Matching any Borrower with you as a Lender, you authorise us to pay any amount standing to the credit of your Wallet which is required to be lent to a Borrower under any such Loan to the nominated Project Account for the designated Borrower.

5.6.The Borrower will pay all interest and principal and any other amount owing on any Loan to the designated Project Account. We may update our payment methods from time to time and will give you as much prior notice as reasonably practicable.

5.7.In order to be registered as a Lender and prior to investing any funds which shall be available as Loans into your Wallet you must first select the following on our Site (your “Lender Selections”):

5.7.1. the aggregate principal amount you wish to lend at such time, being the total amount of all investments you will make available as Loans to Borrowers;

5.7.2. The Product or Term you wish to invest in;

5.7.3. The amount you wish you to invest

We reserve the right to amend, vary or supplement these parameters at our absolute discretion.

5.8You will be required to make Lender Selections every time you make an investment using our Site. Once you have made your Lender Selections you may not change them without our prior approval.

5.9There is no maximum limit on the amount you may invest but the minimum you may invest at any time is £100. All investments must be in sterling

5.10. From every investment you make using our Site, you must select a Product and your investment will be allocated to that Product.

5.11. The Term or Product you select is the total period you agree to commit the principal amount you invest at any time as a Lender. For Lenders, there is a choice of three Terms (12, 36 or 60 months) and a different Interest Rate will apply (see details on our Site at [https://www.formaxcredit.co.uk/learn/WhatProductsCanIInvestIn]) according to the term selected

5.12. Your Unutilised funds in your Wallet will be matched to approved Borrowers. This is referred to in these Terms as the “matching” process and will typically follow an order of priority:

5.12.1. the first priority will be to match a Lender’s Unutilised funds by matching the Product chosen by the Lender under clause 5.7 above to a Borrower who has selected a Borrower term which is the same as the term selected by a Lender (e.g. both the Lender and the Borrower have selected a 60 month Term);

5.12.2. the second priority will be to match a Lender to a Product Matched Borrower who has selected a Borrower Term in the next, shorter, category as their lending commitment (e.g. the Lender has selected a Term of 60 months, and that Borrower has selected a Borrower Term of 48 months);

5.12.3. the third priority will be to match a Lender to its Borrower who has selected a Borrower Term in the next, shorter, category as their lending commitment (e.g. the Lender has selected a Term of 60 months and that Borrower has selected a Borrower Term of 12 months); and.

5.12.4. the fourth priority will be to match a Lender to its Product Matched Borrower who has selected the shortest category of Term length as their lending commitment (e.g. the Lender has selected a Term of 60 months and that Borrower a Borrower Term of 6 months).

5.12.5. Our current diversification rules state that in carrying out Matching, typically no more than 25% of a Lender’s investment funds shall be Matched to any one particular Loan. This only applies to investments over £2000.

 

6. Withdrawing funds

6.1.Interest Payments, Capital Repayments and Reinvestment

6.1.1. Each Borrower to which a Loan has been made shall be required to pay the accrued interest on that Loan on the scheduled repayment date specified in your Dashboard, as referred to in clause 7.6 and shall make repayment of principal in accordance with the terms of the relevant Loan Agreement. Repayments of Principle and Interest will be made to your Lender Wallet at the end of every month.

6.1.2. All payments by Borrowers in respect of Loans (whether of accrued interest, capital or fees and expenses) shall be paid to the designated Project Account for that Borrower and we shall then arrange for such sums net of our fees as referred to in clause 9.3 to be paid to each designated Lender’s’ Wallet pro rata to the amount invested in such Loan by such Lender as soon as reasonably practicable after receipt to the Lender entitled to receive such payment in accordance with these Terms, typically at the end of each month. Where a sum is to be paid by us to any Lender, we are not obliged to pay that sum to that Lender until we have been able to establish to our satisfaction that we have actually received that sum in the designated Project Account. 

6.1.3. All repayments of principal on Loans (including any early repayments made by Borrowers) may be reinvested throughout the applicable Term and any request for withdrawal by a Lender is subject to availability and the Early Fund Withdrawal Policy and Early Withdrawal Fee set out at clause 6.2. 

6.1.4. Accrued payments of interest (“Returns”) standing to the credit of your Wallet shall be paid to you free of charge as soon as is reasonably practicable upon request

6.1.5. All reinvestment is subject to availability. Neither we nor any member of Formax Credit give any assurances that Unutilised funds (including any Returns) will be able to be reinvested using our Site throughout the applicable Term. Until reinvested in accordance with these Terms, such capital and interest shall stand to the credit of a Lender’s Wallet as Unutilised funds and will not bear interest.

6.1.6. All reinvestment of capital and interest shall be made solely in accordance with the Lender Selections and the Matching process set out in clause 5.13 shall not apply to the Unutilised funds which are being reinvested.

6.1.7. A minimum of a £2000 of principle repayment to your Lender’s Wallet is required to be eligible for reinvestment. Any figure below £2000 will remain in the Lender’s Wallet until this condition is satisfied.

6.2.Early Fund Withdrawal Policy

6.2.1. Lenders may request to withdraw all or any funds (including Returns which may have been reinvested in accordance with these Terms) invested by them at any point prior to the end of the applicable Term (whether utilised or Unutilised), subject to the following conditions:

6.2.1.1. the request for the withdrawal of any funds that have been Matched and lent to any Borrower is subject to available replacement funds being lent by another Lender. We do not give any assurances that it will be possible to match those positions to other Lenders in full or at all;

6.2.1.2. in the event another Lender or Lenders are successfully matched in respect of the funds requested to be withdrawn, the funds will be paid into the withdrawing Lender’s Wallet as soon as reasonably practicable in accordance with these Terms.

6.2.1.3. the payment of the Early Withdrawal Fee, calculated as 0.75% of all funds being withdrawn prior to the end of the applicable Term. For example, a Lender will receive £99.25 where a request to withdraw £100 is made due to the fee having been deducted;

6.2.1.4. any request by a Lender to withdraw any funds invested by them prior to the end of the applicable term shall be irrevocable;

6.2.1.5. Early withdrawal of any of your positions within active loans will be subject to an interest rate adjustment to reflect the term that actively been served. The earned interest rate will be reflective of the duration the funds were in use, rounded down to the nearest whole period. For example, if you have committed to a 60 month term and exit a loan before between 36 and 59 months, you will receive the interest allocated to the 36 month term. Similarly, if you withdraw between 1 and 35 months, you will receive the interest allocated to the 12 month commitment product.

6.3.Final Fund Withdrawal Policy

6.3.1. At the end of the Term, all amounts readily payable to the Lender (all Returns and unutilised amounts showing in your Wallet) will be paid by us to the Lender’s designated account within 5 Working Days of the Lender requesting payment from us. Such payments will not be subject to any Withdrawal Fee and will be paid in accordance with subject to standard transfer times of our Payment Service Provider once the transfer has been initiated. 

6.3.2. If at the end of the Term, any invested sums remain in use as part of any Loan or Loans (the “Outstanding Balance”), we shall give notice to the Lender and the Lender shall, within 5 Working Days of such notification instruct us to either:

6.3.2.1. await the Outstanding Balance (including all Returns thereon) to be paid by the relevant Borrower and then remitted in accordance with these Terms to its Wallet; or

6.3.2.2. request a withdrawal of the Outstanding Balance (which will be net of any interest which has yet to accrue thereon) provided that any such request will be subject to availability and the Early Fund Withdrawal Policy set out at clause 6.2.1,

6.3.2.3. and if no specific request is received by us from any applicable Lender, clause 6.3.2.1 shall be deemed to apply.

7.Loan Agreements, Repayments and Defaults

7.1.When a Loan request by a Borrower has been Matched with designated Lenders in accordance with these Terms:

7.1.1. all required investment funds will be remitted from such Lenders’ Wallets into the designated Project Account so that the aggregate amount standing to the credit of the designated Project Account is equal to all amounts required to advance the required Loan (and pay any fees in connection therewith);

7.1.2. we shall, acting as the Agent of all such designated Lenders pursuant to clause 8.1, enter into a Loan Agreement with the Borrower; and

7.1.3. subject to the Borrower satisfying all relevant Conditions Precedent under the Loan Agreement, we shall arrange for the Loan to be advanced to the Borrower.

We will confirm the above steps have been completed by notifying you and each other designated Lender for that Loan by email and by updating your Dashboard (the “Matching Confirmation”).

7.2.No interest will accrue on Unutilised funds standing to the credit of your Wallet. Where a Loan is outstanding where you are a designated Lender, interest will accrue on such Loan at the applicable Interest Rate as specified in the relevant Loan Agreement and the Matching Confirmation and you will, subject to these Terms (in particular, any early withdrawal pursuant to clause 6) and payment by the Borrower, be entitled to interest at such Interest Rate after any applicable fees and disbursements have been deducted. As noted above, we make no guarantee that any Loan will be made and any return whether of the Interest Rate or principal described on our Site or otherwise is subject to Loan availability. As noted above, we do not guarantee there will be sufficient demand from Borrowers for Loans using our Site and, as a result, all or part of your investment funds may be Unutilised.

7.3.Each Loan advanced to a Borrower will comprise up to the Matched Loan request made by a Borrower (plus any fees payable by the Borrower), which shall be the “Facility Amount” referred to in the relevant Loan Agreement. 

7.4.Each Lender’s Dashboard shall set out the total amount made available to be invested by that Lender; the total amount lent to Borrowers by way of Loans at any time; the Borrower ID number for each of those Borrowers; the applicable Interest Rate for each such Loan, and the scheduled payments of interest and principal thereunder.

7.5.You will not be required to sign individual Loan Agreements with any Borrower to whom your funds will be lent as we shall act as your Agent in this regard.

7.6.The scheduled payments of principal and interest due to you under any Loan will be set out in your Dashboard. Subject to the payment of all fees pursuant to clause 9, all payments of principal and interest due to you as Lender under any Loan will be paid into your Wallet after receipt by us (as your Agent) of such payments from the applicable Borrower.

7.7.Borrowers may make early repayments of all or part of any Loans at any time during the Term. In this event, the amount of the Loan which is prepaid will be made available to be Matched by us to other requests from Borrowers for Loans, subject to availability, within the Term originally selected by you, in accordance with these Terms.

7.8.In the event of any missed payment by a Borrower, the following terms will apply. In such event, or where we decide it is appropriate to do so, we may make amendments to the terms of a Loan or the Loan Agreement with the relevant Borrower(s), without notifying you or seeking your prior agreement. Any decisions as regards any such action to be taken will be taken by us as agent for you and the other Lenders who have made a Loan to that Borrower. This includes the right to make amendments to the Loan Documents with the agreement of the Borrower and without consulting with or obtaining consent from you or the other Lenders. Any such amendments will be enacted in line with our policies on Debt Management and Treating Customers Fairly which may include, without limitation, reducing the amount of capital that the Borrower is require to repay, reducing the interest rate payable by the Borrower, or extending the Term of the Loan.

7.9.Where a Loan is in Default, we reserve the right to assign to us, another member of Formax Credit, or any other person, the outstanding Loan with that Borrower, together with all your rights and remedies pursuant to the relevant Loan Agreement, in order to enable us to commence legal or other proceedings against the Borrower to recover the outstanding Loan. We (or the assignee of the Loan, if different) will pay to you and the other Lenders of the relevant Loan an equitable proportion of the funds successfully recovered, less fees and costs incurred in respect of such recovery or proceedings.

7.10. Formax Credit operates a Compensation Fund, within which 5% of all our returns will be allocated for the purpose of minimising the loss experienced by possible defaults which may take place throughout the course of your investment term. Formax Credit’s Credit Committee will evaluate all losses once per annum and apportion compensation proportionally for all cases where losses to principal investment have occurred.

8.Agency Provisions

8.1.You hereby irrevocably and unconditionally appoint us to act as your agent to enter into and to execute on your behalf any Loan Agreements (and any other documents referred to in these Terms or the Loan Agreements), pursuant to which some or all of the funds made available by you will be lent on your behalf to Borrowers, and to take any steps or exercise any rights thereunder.

8.2.You authorise us, as the Agent, to exercise at our sole discretion all rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Loan Agreements (including any Personal Guarantee, and any other agreement entered into pursuant to the Loan Agreements) together with any other incidental rights, powers, authorities and discretions.

8.3.We may, as Agent, at our sole discretion, take or instruct others to take any action which we consider in good faith and acting fairly and equitably with regard to your interests and the interests of all other Lenders, to be appropriate with regard to any Loan Agreement or any Loan requested by and made to any Borrower, including:

8.3.1. taking any enforcement, legal or other action against any Borrower, including issuing, filing or responding to any legal, insolvency or other proceedings;

8.3.2. in relation to any Loan Agreement, engaging, paying for and/or relying on the advice or services of any lawyers, accountants, surveyors or other experts;

8.3.3. to transfer or assignment any Loan where permitted pursuant to these Terms;

8.3.4. agreeing any personal guarantee (and amending, assigning or varying such guarantee) in relation to any Loan or Loan Agreement;

8.3.5. demanding, suing, proving and giving receipts for all or any of a Borrower’s liabilities and waiving all or any of rights you or any other Lenders may have with regard to that Borrower;

8.3.6. restructuring all or any part of any Loans made to any Borrower, including amending the terms of the relevant Loan Agreement;

8.3.7. making advances to Borrowers in respect of Loans made in accordance with these Terms (including the deduction of any fees referred to in these terms), and

8.3.8. collecting and receiving any payments or distributions made in respect of all or any of the Borrower’s liabilities under any relevant Loan Agreement.

8.4.In relation to our role as your Agent, the following shall apply:

8.4.1. if we receive actual notice from any Borrower describing a Default under a relevant Loan Agreement and stating that the circumstance described is a Default, we shall promptly notify the designated Lenders;

8.4.2. we shall not be bound to account to any Lender for any sum or the profit element of any sum received by us for our own account; and;

8.4.3. we shall have only those duties, obligations and responsibilities expressly specified in these Terms (and no others shall be implied);

8.5.We may rely on:

8.5.1. any representation, notice or document believed by us to be genuine, correct and appropriately authorised;

8.5.2. any statement made by a director, authorised signatory or representative, agent or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and

8.5.3. a certificate from any person:

8.5.3.1. as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

8.5.3.2. to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case.

8.6.Our rights as your agent include the right to take any action we deem appropriate, without notifying or seeking prior consent from you or any other Lenders, in respect of the management of any Loans, receiving or issuing any information or notices from or to any Borrowers and to exercise all or any other of your rights pursuant to the relevant Loan Agreements.

8.7.In the event that we deem it appropriate to do so, we may as your agent instruct and incur on your behalf fees of any third parties to provide advice or services in connection with any Loan or Loan Agreement, including in the event of a Default by a Borrower, or in respect of any enforcement, legal or other action, where we consider it necessary or appropriate to do so. Any such fees associated with a Default (including any Default Fee) shall be deducted from monies recovered from the Borrower, and we agree to act in a fair and equitable way in such regard.

8.8.Notwithstanding any other provision of these Terms to the contrary, we are not obliged to do or omit to do anything if it would or might in our reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

8.9.We may act in relation to the Terms and the Loan Agreements through our officers, employees and agents and we shall not:

8.9.1. be liable for any error of judgment made by any such person; or

8.9.2. 8.9.2.be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person,

unless such error or such loss was directly caused by our gross negligence or wilful misconduct.

8.10. We are not obliged to disclose to any Lender any details of any other Lender, or our processes relating to Matching, loan allocation or categorisation of Borrowers into Risk Categories.

8.11. We are not obliged to expend or risk our own funds or otherwise incur any financial liability in the performance of our duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if we have grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to us.

8.12. We may at all times act (or refrain from taking action) as we consider to be in the best interest of all the Lenders in relation to a particular Loan, acting fairly and equitably.

8.13. We are not responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any Lender, any Borrower or any Guarantor or any other person given in or in connection with any Loan Agreement or the transactions contemplated in any Loan Agreement.

8.14. We are not liable for any damage caused by any action taken by us under or in connection with any of the Loan Agreements, unless directly caused by our gross negligence or wilful misconduct.

8.15. No person (other than us as Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Loan Agreements and any officer, employee or agent of the Agent may rely on this clause.

8.16. We shall not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Loan Agreements to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

8.17. Nothing in these Terms shall oblige us to carry out any "know your customer" or other checks in relation to any person on behalf of any Lender.

8.18. We may treat each Lender as a Lender, entitled to payments under these Terms unless we have received not less than 5 Working Days’ prior notice from that Lender to the contrary in accordance with the terms of these Terms.

8.19. Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Loan Agreement, each Lender confirms to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with investing in relation to the Site and agreeing to the Terms and the transactions contemplated by the Loan Agreements or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with these Terms.

8.20. If any Lender owes an amount to the Agent under the Loan Agreements the Agent may, without giving notice to that Lender, deduct an amount not exceeding that amount from any payment to that Lender which the Agent would otherwise be obliged to make under the Loan Agreements and apply the amount deducted in or towards satisfaction of the amount owed.

9.Fees

 

9.1.Formax Credit does not charge any fees for investments on the platform.

9.2.An Early Withdrawal Fee of 0.75% is applicable on all withdrawals before the end of your investment commitment term, excluding allowable quarterly withdrawals referred to in clause 6.1.4

9.3.We charge the Borrower a Completion Fee, which is payable by the Borrower on the date that a Loan is advanced to the Borrower. The Borrower may decide whether to pay the Completion Fee immediately from the sums advanced to it by way of a Loan in which case, such Completion Fee will be deducted from the amount drawn down by the Borrower, or whether it will be added to, and therefore increase, the total Loan requested by the Borrower over the Term in which case, the total Loan requested will be increased by an amount equal to Completion Fee and such increase will be funded by way of the Loans from Lenders who have been matched to that Borrower, in accordance with these Terms.

9.4.We may charge the Borrower a margin on each Loan, which will be the difference between the interest charged to the Borrower, and the Interest Rate payable to you as a Lender. and you authorise us to deduct from each repayment made by the Borrower a sum equal to that margin which we are entitled to return for our sole account, as set out in the Loan Agreement, and you shall have no entitlement to that amount.

9.5.Any Default Fees [see clause 8.7] which we may charge pursuant to the Borrower Terms or any Loan Agreement shall be for our sole account, and you shall have no entitlement to them. You agree that we may deduct any Default Fees from any payments subsequently received from the Borrower in priority to any payment of interest or repayment of capital to you or any other Lender. Details of the Default Fees are set out on the Site at [https://www.formaxcredit.co.uk/learn/default].

9.6.All fees and amounts payable to us pursuant to these Terms, the Borrower Terms or any Loan Agreement shall be payable in full without any deduction counterclaim or set-off and are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made by us to the Borrower or you as Lender, the Borrower or Lender, as the case may be shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of those Services.

9.7.Any tax imposed on you as a result of making any Loans, any interest you may receive or be entitled to, any Loan Agreement, or any other use of the Site or our services shall be your responsibility, and you agree to account to HM Revenue and Customs (or any other applicable tax authority). We will not deduct any income or other tax from any interest or other payments made to you, or in relation to any transfer of any Loan for any reason. You should seek independent tax advice if you are uncertain.

 

10.Termination

10.1. In the event you no longer wish to use the Site or make all or any funds available for new Loans, you may terminate your agreement with us (and any right to access or use the Site) by notifying us in writing. You may not terminate your agreement with us by requesting a withdrawal of all your active loan positions. This will be subject to availability and in line with our Early fund Withdrawal Policy set out in clause 6.2

10.2. We may terminate our agreement with you at any time if:

10.2.1. you breach any of these Terms, or any applicable law or regulatory requirement;

10.2.2. you commit, or we have reason to suspect that you have committed fraud, fraudulent misrepresentation or any other criminal offence;

10.2.3. any breach of any warranty set out in these Terms (including those set out at clause 4.9 or in any Loan Agreement);

10.2.4. you fail to provide any information requested by us pursuant to these Terms or any Loan Agreement (including any Lender Information), or if we reasonably believe that any such information is false, inaccurate or misleading;

10.2.5. any steps or action is taken by you or any other person in connection with your bankruptcy, an individual voluntary arrangement or (if you are a company or LLP) entering administration, provisional liquidation or any composition or arrangement with creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;

10.2.6. you use the Site, any information, content, material or data available on the Site or provided by us to you for any purposes not authorised by these Terms or the Loan Agreement, including for or in connection with any criminal offence, breach of any applicable law, regulation or regulatory requirement, or which infringes any copyright, trademark, patent or other intellectual property right of any other person, or any right of privacy; or

10.2.7. you send any message or material which is or could reasonably be considered to be offensive, illegal, discriminatory, obscene, or of a harassing or harmful nature.

11.Limitation of Liability

11.1. You accept that you risk losing any and all money (including your capital) that you invest by way of a Loan on the Site or using our services. In circumstances where a Borrower defaults on his obligations (including but not limited to repaying capital and paying interest), neither we nor any of the Formax Credit Group shall have any liability to you whatsoever (including without limitation by way of guarantee) for any such loss.

11.2. You acknowledge that by becoming a Lender and paying funds into your Wallet you are engaging in peer to peer lending and that at no time shall you, as Lender, be lending money to us, our Site, or any member of the Formax Credit Group. You shall be lending to the relevant Borrower(s) in accordance with these Terms and the applicable Loan Agreement(s).

11.3. You accept that neither we, nor any member of the Formax Credit Group provide any investment, tax or other advice or recommendation whatsoever, including whether or not to make any Loan or Loans or to select any particular Product or Term. You are responsible for making your own investment decisions and taking your own independent investment, legal or other professional advice. If you are unsure about any aspect of these Terms, or the suitability of any particular Loan, you should seek your own advice from an independent financial advisor authorised and regulated by the FCA.

11.4. Any information provided or made available by us (whether or not on the Site or otherwise) does not constitute advice, a recommendation or an endorsement of any particular Borrower. We shall not be deemed to have knowledge of any particular event or circumstance as regards any particular Lender or Borrower, as a result of our knowledge resulting from our role with respect to any other Lender or Borrower.

11.5. You acknowledge and agree that neither we nor any member of the Formax Credit shall have any obligation (at any time) to enter into any arrangements to buy or sell (or procure the purchase or sale of) all or any part of a Loan.

11.6. You acknowledge and agree that neither we nor any member of the Formax Credit shall have any obligation to guarantee a Borrower’s obligation or to reimburse or indemnify you for any cost, loss or liability which you incur as a result of the failure of any Borrower to perform its obligations (including in respect of a Default) under all or any Loans.

11.7. Neither we, nor any member of the Formax Credit will be liable for any default or delay by any Borrower in repaying all or any part of any Loans (or any interest or other sum relating to them).

11.8. Neither we, nor any member of the Formax Credit Group will be liable for any action which we take as agent for you or any other Lender in relation to any Loan, Loan Agreement, any Default by a Borrower, or in respect of any enforcement, legal or other action.

11.9. Funds held in your Wallet shall not be deemed to be our assets, nor the assets of any other member of the Formax Credit.

11.10. Nothing in these terms shall exclude or restrict our liability in respect of:

11.10.1. our fraud or fraudulent misrepresentation, or wilful misconduct,

11.10.2. death or personal injury which is caused by our negligence or by the negligence of our employees, agents or subcontractors, or

11.10.3. any other liability which cannot be limited or excluded by applicable law.

 

11.11. Subject to clause 11.10, neither we, nor any member of the Formax Credit Group will be liable for or in respect of:

11.11.1. any tax payable by you,

11.11.2. any due diligence or credit checks carried out by us about you, or

11.12. Subject to clause 11.10, neither you, we, nor any member of the Formax Credit Group will be liable, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms, the Loan Agreement or any Loan for:

11.12.1. loss of profits;

11.12.2. loss of anticipated savings or interest;

11.12.3. loss of use or corruption of data or information;

11.12.4. loss of damage to goodwill; or

11.12.5. any indirect or consequential loss.

 

12.Confidentiality and Intellectual Property Rights

12.1. All information made available on our Site or provided by us, or by or on behalf of any Lender, is intended solely for your own use and may not be provided to any other person, or reproduced in whole or in part or used for any purposes other than in connection with you becoming and acting as a Borrower in respect of any Loan. You may not disclose to any person nor use for any purposes other than in connection with entering into a Loan the existence or absence of any Borrower on our Site, the details of or relating to any Lender, Loan, or any Loan Agreement which shall be confidential and you may not use, disclose or otherwise make available to any other person any such information without our prior written consent in each case (except in respect of a disclosure required by law, or where you can demonstrate that the information is publicly available other than as a result of your breach of this clause). All such information shall be the confidential information and property of us.

12.2. As between you and us, we own all copyright, trademarks, design rights, unregistered designs, database rights, domain names and all other intellectual property rights in the Site and all content, data and material provided or made available to you on the Site or otherwise, whether or not registered and wherever in the world they arise. We do not warrant that such intellectual property rights, material, content, data or information does not infringe the intellectual property or other rights of any other person.

12.3. You agree not to use any such intellectual property rights, material, content, data or information for any purpose not expressly permitted by these Terms or the Loan Agreement.

 

13.General

13.1.Whilst we will endeavour to ensure access to the Site is uninterrupted as far as possible, we reserve the right to suspend the Site (or our services) for routine or emergency maintenance or updates from time to time. We cannot guarantee that access will be possible uninterrupted at all times, including in the event of network failures or other issues beyond our reasonable control.

13.2.Whilst we will endeavour to ensure that access to the Site is secure, information submitted to the Site (including Lender Information) will be transmitted over public telecommunication networks and we cannot accept any liability for any interception, errors, delays or failure to deliver such information.

13.3.Where the Site contains links to other websites or information provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

13.4.We shall not be in breach of these Terms or any Loan Agreement for any failure or delay in performing any of our obligations where such failure or delay results from an event or circumstances which is outside our reasonable control (including without limitation any effects of the exit of the UK (or any part of it) from the European Union and any resulting changes in legislation or regulation).

13.5.We reserve the right to amend all or any part of these Terms, including the terms of the Loan Agreement, which shall apply to all Loans made after the date of the change. We will notify you of any such changes by making the amended Terms (or terms of the Loan Agreement) available on our Site. It is your responsibility to check the Terms before uploading any funds to your Wallet.

13.6.Our rights and obligations under these Terms are personal to you which means that you cannot assign them to another person without our explicit prior written consent. We may assign to or exercise all or any of our rights by any other member of the Formax Credit Group.

13.7.Any notice given to you under or in connection with these Terms may be posted by us on your account on the Site, or may be sent by email to the address provided by you on registration (or as updated by you subsequently in accordance with these Terms.

13.8.Any notice given by you to us under or in connection with these Terms may be served by email or by post to the addresses to the addresses at the Contact Us page on our Site [https://www.formaxcredit.co.uk/contact].

13.9.This Terms constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.10.Each of you and we agree that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or the Loan Agreement. Each of you and we agree that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms or the Loan Agreement.

13.11.A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

13.12.No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.13.If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

13.14.These Terms are governed by and construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms, if you are a business, you and we shall submit to the exclusive jurisdiction of the English courts or, where you are a consumer, you may bring a claim in the English Courts or if you live in Scotland, the Scottish or English Courts.

13.15.If you have a complaint about our services you may be entitled to refer that complaint to the Financial Ombudsman Service (www.financial-ombudsman.org.uk).

 

14.Definitions

In these Terms:

Agent means us, in our capacity as agent of you, as the Lender, pursuant to the appointment at clause 0 of these Terms;

Borrower means a person (not being an individual or a relevant recipient of credit for the purposes of article 60L of the Financial Services and Markets Act 2000 (regulated Activities) Order 2001) who has been accepted by us to be a member of our Site, and who has accepted the Borrower Terms as a Borrower;

Borrower Terms means the terms and conditions applicable to persons who apply via the Site to become a Borrower (together with such other documents as are referred to in the Borrower Terms), the current version of which is available here [https://www.formaxcredit.co.uk/terms];

Credit Reference Agency means the third party engaged by us to provide credit agency services from time to time. At present our Credit Reference Agency is Credit Safe, but we may change or supplement this at our discretion;

Compensation Fund is a contingency fund built from our profits and set aside to reduce the impact on Lenders resulting from a loan default. We operate standard debt recovery processes to ensure loans are repaid and the Compensation Fund supports us to minimise impact on Lenders;

Dashboard the area of your account on our Site which allows you to access your information as Lender, including the details of outstanding Loans, Products, and which contains links to access your Wallet at the Payment Services Provider;

Default or “default” shall be as defined in the relevant Loan Agreement;

Eligibility Criteria means the preconditions for membership of our Site and for making Loans available to Borrowers, as set out at clause 4.2;

Formax Credit Group means Formax Credit (UK) Limited, and any subsidiary or holding company of it, and any subsidiary of any such holding company (as such expressions are defined in section 1156 of the Companies Act 2006);

Interest Rate means the gross rate of interest or other Return for Loans made within the applicable Product, as specified on our Site at [https://www.formaxcredit.co.uk/invest] in more detail, subject in particular to repayment by the Borrower, early withdrawal by the Lender, and any deductions charges or disbursements pursuant to these Terms and the provisions of the Loan Agreement;

Lender means a person who has been accepted by us to be a member of our Site as a Lender, and who has accepted these Lender Terms;

Lender Information shall have the meaning ascribed to it in clause 4.4;

Lender Selections means the selections you make as a Lender in accordance with clause 5.7;

Loan means any loan made or to be made under a Loan Agreement or the principal amount outstanding for the time being under any Loan Agreement;

Loan Agreement means each loan agreement entered, or to be entered, into between us (acting as agent on behalf of the designated Lenders in accordance with these Terms) and the relevant Borrower;

Matching means the process described at clause 5.13 of matching a Loan request made by a Borrower to Lender Selections in accordance with these Terms and the terms “Match” and “Matched” shall be construed accordingly;

Matching Confirmation means the notice that the Lenders Selections have been Matched, as referred to in clause 7.1;

Membership Term means the entire duration of your membership of our Site, of any Loan made by you, and any Loan Agreement to which you are a party (whichever is the longer);

Payment Services Provider means the person engaged by us to provide payment services relating to the Wallet and payments to and from Lenders and Borrowers. At present, our Payment Services Provider is Mangopay and their terms and conditions relating to the operation of your Wallet (and the payment of funds into and out of the Wallet) are available at [https://www.mangopay.com/terms/MANGOPAY_Terms-EN.pdf];

Products means the Products known as Emerald, Ruby and Sapphire, representing different selections of two Risk Categories, as referred to in clause 5.8 and the relevant pages of our Site at [https://www.formaxcredit.co.uk/invest] and “Product” shall be any one of them;

Project Account means each account set up to hold all aggregated amounts to be lent to any designated Borrower and which shall be the receiving account for all amounts paid by that borrower in respect of any Loan made to it.

Returns shall have the meaning given to it in clause 0;

Risk Category means the category of risk allocated by us to each Borrower, as referred to in clause 5.8 and the Rules. For the avoidance of doubt, “A+” shall be considered the lowest Risk Category and “C” the highest Risk Category. Each Product relates to two Risk Categories;

Site means the website and platform operated by us as is available from time to time at www.formaxcredit.co.uk;

"Sterling" and "£" denote the lawful currency of the United Kingdom from time to time;

"Term means" the commitment period of a Lender’s investment in a Product which shall be period of 12, 36 or 60 months;

Unutilised means that the funds in question have not been committed to a Loan which has a duration which falls at any point within the Term of your Lender Selection for those funds;

Wallet shall have the meaning ascribed to it in clause 5.15.1; and

Working Day shall mean any day from Monday to Friday in which the clearing banks in London are open for normal business.

 

15.Interpretation

15.1. Unless a contrary indication appears any reference in these Terms:

15.1.1. any agreement referred to in these Terms is a reference to that agreement as amended or novated;

15.1.2. a "person" includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing

15.1.3. a provision of law is a reference to that provision as amended or re-enacted; and

15.1.4. a time of day is a reference to London time.

15.2. Section, clause and headings are for ease of reference only.