This Agreement specifies: (a) how Linked Finance works; (b) how you may use Linked Finance as an eligible Lender under Section 2 (“Lender”) or as an eligible Borrower under Section 3 (“Borrower”); and how Loans that are entered into via Linked Finance are made and administered.
For the purposes of this agreement:
- "Loan" means the loan entered into between the Lender(s) and a Borrower via Linked Finance;
- "Loan Contract" means the contract entered into between the Lender(s) and the Borrower which, along with this Agreement, will regulate the terms of supplying the Borrower with the Loan.
- "Linked Recoveries Limited" means the company to whom the debt may be assigned and/or novated in the event of legal proceedings following default. This ensures there is only one claimant in any legal claim against the borrower.
- “Limited Company” or “Company” may refer to any type of limited liability company including but not limited to ‘Private Limited Company’, a ‘Designated Activity Company’, a ‘Company Limited by Guarantee’, a ‘Public Limited Company’ and equivalent forms of company incorporation in any relevant jurisdiction. It may also refer to charities, clubs, trusts and other organisations.
- You must read both Agreement and the Loan Contract carefully print a copy for future reference. By using Linked Finance, you confirm that you have read, understood and agree to this Agreement (as amended from time to time in accordance with Section 17 below). Where you are acting on behalf of a partnership or a limited company you agree that you are entering into this Agreement using Linked Finance and entering into any subsequent Loan Contract on behalf of such partnership or limited company, and you warrant and represent that you are duly authorised to do so.
- The information provided on Linked Finance is directed solely to, and is solely for use by any person or entity who meets the criteria set out in this Agreement, and not any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation.
If you do not agree with the provisions of this Agreement, you must stop using Linked Finance immediately.
Each Loan is subject to a Loan Contract (as defined in Section 6 below). Each Loan Contract is a separate agreement from this Agreement, and is made only between the relevant Lender(s) and Borrower. We are not a party to any Loan Contract. If there is a conflict between the provisions of this Agreement and the Loan Contract, the provisions of the Loan Contract will prevail.
- Registering on Linked Finance
- When you apply to be a Lender or a Borrower, we will require certain information from you, which you authorise us to verify via third parties, including information that we in our sole and absolute discretion determine is necessary to meet our obligations under the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010. You warrant and represent to us that all information provided to us in the course of your registration and use of the platform is true and accurate in all respects. You agree to promptly update such information if it changes.
- We use our own internal guidelines and policies when assessing Lender and Borrower registration applications, and we have sole and absolute discretion as to whether we will allow you to register and make use of Linked Finance. If you do not provide to us all appropriate information and documentation, you will not be permitted to use Linked Finance.
- As part of the registration process, we will set up an account in Linked Finance for the purpose of collecting and providing information relating to your activity on Linked Finance and your Loan Contracts (“Linked Finance Account”). Your Linked Finance Account does not hold any funds and does not constitute a payment account or bank account.
- On registering with us, you must provide a display name, password, Personal Access Number (PAN), email address and the answers to security questions. To access your Linked Finance Account you will need to enter your email address, password, some of your PAN and/or may need to answer one or more security questions. Your email address and password are personal to your Linked Finance Account and are not transferable. Your display name will be visible to other users of Linked Finance. As such, display names which may be deemed to be offensive, misleading, disruptive or promotional should not be chosen. Linked Finance, at its sole discretion, reserves the right to edit display names without prior notification or consultation.
- You must keep your password, PAN and the answers to security questions confidential and secure at all times. You are responsible for all information and activity on Linked Finance by anyone using your account. In addition, if you authorise an employee, subcontractor or agent to use your Linked Finance Account you will be responsible for their activity. Any breach of security, loss, theft or unauthorised use of a display name, email address, password or security information must be notified to us immediately using the contact details at section 16 of these terms and conditions.
- You agree not to adapt or circumvent the systems in place in connection with Linked Finance, nor access Linked Finance other than through normal use of it.
- We reserve the right not to act on your instructions where we suspect that the person logged into your Linked Finance Account is not actually you or we suspect illegal or fraudulent activity or unauthorised use.
- You agree not to use Linked Finance in any of the following ways:
- in any way that causes, or is likely to cause, the website or access to it to be interrupted or damaged in any way;
- for fraudulent purposes, or in connection with a criminal offence;
- to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any “spam”;
- to cause annoyance, inconvenience or needless anxiety;
- to unreasonably disrupt the operations and activities of Linked Finance, its other users, agents or representatives in any way that negatively impacts the efficient operation of the service
- We reserve the right to terminate or limit your use of the service for violating any of the prohibitions listed in Section 1.8.
- Becoming a Lender
- To be a Lender:
- you must be an individual, individual investing through a pension Fund, partnership or a limited company;
- if lending in your capacity as an individual, you must be at least 18 years old and have a European Union bank account;
- If lending through a pension fund it must be a self administered pension fund administered by an approved Trustee. A list approved Trustees can be requested from LInked Finance;
- A pension account application must be approved by the trustee. Once approved you can proceed to make the first deposit which is a minimum of €20,000;
- if lending as a partnership, each partner who is a natural person must be at least 18 years old and the partnership must have a permanent place of business in the European Union;
- if lending as a limited company, you must be registered with the Companies Registration Office (the "CRO") or equivalent in the relevant jurisdiction;
- you must register as a Lender; and
- you must only follow the lending process specified in this Agreement.
- Once we have decided in our sole and absolute discretion to accept your registration application and your Linked Finance Account has been established, you may transfer the amount of money you wish to lend into the segregated bank account that we maintain at a licensed credit institution for holding Lenders’ funds ( “Linked Finance Lenders’ Funds Account”). You can do this by credit card, debit card, standing order or bank transfer in accordance with the bank account details and instructions on Linked Finance. Once our bank notifies us that your funds have been received in Linked Finance Lenders’ Funds Account, the corresponding amount will be shown in your Linked Finance Account as available to be lent by you via Linked Finance.
- The funds in Linked Finance Lenders’ Funds Account do not form part of our assets and are held by us for the Lenders entitled to them under the provisions of this Agreement. You may only request the transfer of the amount of your funds held in the Linked Finance Lenders’ Funds Account that is less than or equal to the amount of ‘Available Cash’ displayed in your Linked Finance account.
- The minimum amount you can withdraw from your Linked Finance account is €50. You are permitted four free withdrawals per calendar year thereafter there will be a fee per withdrawal (All fees can be requested off Linked Finance).
- If you have made a deposit through credit/debit card in the last 120 days prior to a withdrawal request, the deposited funds in the last 120 days will be refunded directly to the same card.
- The minimum amount you can deposit to your Linked Finance account is €50.
- There are no fees payable to set up a Linked Finance Account. However, fees will be payable on the commencement of lending in accordance with Section 8.
- Becoming a Borrower
- To be a Borrower, the following criteria must be met:
- you must be a company, a sole trader acting in the course of his trade or a partnership;
- you must not be borrowing as a consumer within the meaning of the Consumer Credit Act 1995 (“the Act”), namely you must not be:
- a natural person acting outside your business; or
- any person, or person of a class, declared to be a consumer in an order made under subsection 9 of the Act from time to time.
- if you are a sole trader, you must be a permanent resident of Ireland;
- if you are a partnership, you must have a permanent place of business in Ireland and at least 50% of your partners must be residents of Ireland;
- if you are a sole trader or partnership, your business must have been actively trading (not dormant) for at least the one year immediately preceding your application to be a Borrower;
- if you are a company, you must be registered with Companies Registration Office (the "CRO"), you must have traded for at least 2 years as a sole trader, partnership or company or any combination of these entities and filed at least one set of accounts at the CRO or equivalent in the relevant jurisdiction.
- if you are a young company you must have traded for at least one year.
- you, your directors, members, partners or proprietors must meet our minimum credit and fraud risk criteria as we may determine in our sole and absolute discretion;
- you must register as a Borrower; and
- you must only follow the borrowing process specified in this Agreement.
- Directors and/or shareholders of Borrowers who are limited companies may be required to provide guarantees and/or indemnities on behalf of the limited company before that Borrower’s Loan Request page is posted on Linked Finance.
- Partners in Borrower’s who are partnerships may be required to provide joint and several guarantees and/or indemnities on one another's behalf before the Borrower’s Loan Request page is posted on Linked Finance.
- Linked Finance at its sole discretion reserves the right to publish loan requests that do not meet all of the above criteria.
- The lending process
- As a Lender, you may offer to lend money to Borrowers using any one or more of the following methods:
- You may hand-pick one or more Borrowers using a Linked Finance search tool to identify loan requests (as defined in Section 5) that have not been completed which you might be interested in, and bid on those Loan Requests;
- You may choose the criteria for the types and profiles of Borrowers to whom you want to lend, and use a Linked Finance tool to automatically select the Loan Requests of existing Loan Contracts that match your chosen criteria in bidding competitions facilitated by Linked Finance “Autobid” tool.
- The borrowing process is set out in Section 5. Loan Contracts will be administered according to their terms, subject to the provisions of Sections 6, 7 and 11 of this Agreement and of applicable law (as amended from time to time). No interest will begin to accrue on any Loan made by you unless and until the Borrower has signed the Loan Contract.
- Once you have chosen your Borrower by Loan Request, or Autobid (as the case may be), you choose the amount of money you want to lend at the available interest rate. By placing your bid you are accepting the Loan Conditions which, together with the details of your Bid and the Borrower’s details, will comprise your Loan Contract that results from a Borrower’s acceptance of your Bid. Provided that sufficient funds are showing as available to be lent in your Linked Finance Account and that the Loan request in question has not yet fully funded, your offer to lend ("Bid") becomes active (an "Active Bid") and is entered into the bidding competition on the chosen Loan Request pages. The minimum and maximum Bids per Borrower are available at Linked Finance.
- Once each Loan is fully funded the bidding process will end and the loan request will no longer appear as a Live Loan on Linked Finance. No further bids will be accepted.
- When you use Autobid:
- You are accepting that bids will be placed automatically by the system on your behalf subject to there being sufficient available cash in your Linked Finance account
- The Autobid system allows you to make automated lending decisions based on the loan grades and loan terms published on the marketplace.
- You select the loan grades and loan terms, i.e. the repayment period, associated with loan requests upon which you would like to bid. You input the amount that you would automatically like to bid on each loan request that meets your selected criteria.
- Autobid will automatically place bids in accordance with the Autobid rules you have created so that whenever a loan request that satisfies those rules is published a bid for the amount you have specified will instantly and automatically be placed on your behalf provided you have sufficient available cash in your account.
- Where you have insufficient funds to bid your specified amount a partial bid may be placed unless you have opted out of this feature.
- Autobids are applied instantly to new loan requests as they are published on Linked Finance.
- It is your responsibility to ensure that the Autobid tool is making bids in accordance with your wishes.
- Linked Finance accepts no responsibility for lender errors when setting up Autobids or any autobids that have been placed as a result of those errors.
- Autobids cannot be refunded or returned under any circumstances.
- All bids are final offers capable of acceptance by a Borrower and cannot be withdrawn by the lender.
- We reserve the right to discontinue bidding competitions on a Loan Request, to change the duration of the loan request, to change the value of a Loan Request, or the availability of the Autobid tool, at any time or for any reason. We may also change the applicable interest rates and minimum or maximum amounts that you may bid. We will inform you about these changes via email or after you log on to Linked Finance.
- Loan grades are published in conjunction with each new loan request. These grades are based on the results of the Linked Finance credit evaluation process and are provided for informational purposes only. They do not constitute investment advice nor do they represent any form of guarantee from Linked Finance.
- Estimated Bad Debt rates are published by Linked Finance for informational purposes only. They are estimates and may differ from the actual levels of bad debt experienced by Lenders. Linked Finance accepts no liability for such variances.
- All lending on Linked Finance is undertaken at the sole discretion of the Lender. It is your responsibility to make use of the technology and tools provided by Linked Finance in such a way that allows you to make informed lending decisions.
- Linked Finance provides no guarantees that all or any repayments will be made by any borrower. All risk is borne by the Lender. It is your responsibility to make informed lending decisions in relation to each Loan Request published on Linked Finance.
- You can access information relating to your Active Bids and Loan portfolio in your Linked Finance Account.
- The borrowing process
- Once you are registered as a Borrower and you have applied to borrow through Linked Finance, we will carry out credit and fraud checks limited to the searches outlined in the Appendix to this Agreement using information provided by you. The searches will be made against you, and/or your partners, members or directors, as the case may be, for the purposes of assigning a Loan Grade to any Loan Request under Section 5.2. We use our own internal guidelines and policies when assessing such applications.
- In order to apply for a Loan via Linked Finance, you must complete a loan application stating, in particular, the amount you wish to borrow and the period of time for which you wish to borrow it. We may then decide in our sole and absolute discretion to allow your application to be listed on Linked Finance, in which case it will be displayed on Linked Finance and be made available to Lenders as a “Loan Request”.
- The loan request must be accompanied by certain Information pertaining to you and your business, including but not limited to; images, text, financial data and the loan grade associated with your Loan Request.
- This Information will be visible on the Linked Finance website and by proceeding with your loan application you agree to grant Linked Finance the right to publish the information you have provided.
- You also agree that the Information can be used by Linked Finance in order to promote your loan request to its registered users and the wider public across various communication channels, including but not limited to; the Linked Finance website, email marketing, other online or digital channels of communication including social media, offline communication channels such as newspapers and other print media, radio and other audiovisual methods of communication in whatever manner Linked Finance deems necessary for the successful promotion and funding of your loan request.
- You also agree that Linked Finance can use the Information for similar promotional purposes after your Loan Request has been funded and a loan contract has been agreed between you and the Lender(s).
- The Loan Contract applicable to each Loan that you enter into via Linked Finance will contain your name. We may amend the details you provide on your Loan Request page (except information identifying the Borrower) at our sole discretion.
- Once the Loan Request page is posted, the bidding competition process will start.
- Once the bidding process ends and the Loan Request is funded to at least 90% of the final requested value by Active Bids, you will have 5 working days in which to irrevocably accept those Bids and agree the Loan Contract by following the electronic signature instructions on the communication from Linked Finance. You are under no obligation to enter into a Loan Contract. No interest will begin to accrue on the Loan unless and until you have signed the Loan Contract. If you fail to sign the Loan Contract within the five day signing period, your Loan Contract may, at Linked Finance's sole discretion, be cancelled, and any Bids that funded that Loan Contract may be voided. Once you sign the Loan Contract you cannot withdraw from it or cancel it for any reason. For the convenience of you and your Lenders, all your Loan Contracts will be administered as if they were one, and references to “Loan Contract” shall be taken to include each individual loan you have with each Lender, as the context requires. The Loan Contract documentation will be generated automatically to include the Loan Conditions and Key Contract Terms, which record the specific details of the Loan you agreed.
- Linked Finance at its sole discretion, reserves the right to extend the signing period in some instances where a borrower has provided a valid reason for requiring such an extension.
- The money due to be advanced under the Loan Contract, less the Completion Fee described in Section 9, will be transferred from Linked Finance Customer Funds Account to your Nominated Bank Account as soon as practicable after you sign the Loan Contract.
- If your Loan Request has not been funded to at least 90% of the requested value within the stated bidding competition period we will remove it from Linked Finance.
- The Loan Contract
- Each Loan Contract (and each instrument assigning and/or novating any Loan Contract) comprises an electronic contract as defined in the Electronic Commerce Act 2000. As stated under s.19 (1) of the Electronic Commerce Act 2000 an electronic contract shall not be denied legal effect, validity or enforceability solely on the grounds that it is wholly or partly in electronic form. Where any document requires a signature you hereby give your consent to said signature being in electronic form as permitted by s.13(1)(b) the Electronic Commerce Act 2000.
- In all Loan Contracts we will quote the Lender's and the Borrower’s address as being "c/o Linked P2P Limited" and state Linked Finance's postal address. Each Lender and Borrower agrees that all notices and communications to be given to the Lender may be sent to and received via Linked Finance or the Lender’s Linked Finance Account.
- Interest and repayments
- Each Borrower’s repayments must be made to Linked Finance Lenders' Funds Account, where the funds will be held on each relevant Lender’s behalf, pending those funds being re-lent in accordance with Section 4 or disbursed to the Lender’s Nominated Bank Account.
- Borrowers may, subject to the terms of the Loan Contract, repay an entire Loan early at any time at no extra cost provided the Borrower pays a €2 rounding charge, the interest accrued until the end of the month in which the Loan is repaid and the principal amount then outstanding is discharged.
- The terms of the Loan Contract will not require the Borrower to deduct income tax which may be payable by a Lender and we take no responsibility, and shall not be liable, for the deduction of any such taxes. It is the Lender's sole responsibility to account for any income tax or other taxes that may be payable to the appropriate authorities in respect of the Lender’s activities on Linked Finance.
- We will provide each Lender access via their Linked Finance account to an annual statement of interest earned for the Lender’s tax purposes.
- Lender fees
- We reserve the right to waive or reduce any of our fees under this Agreement from time to time in our sole and absolute discretion. Without prejudice to Sections 8 and 9, we also reserve the right to introduce new fees, or increase any of our fees under this Agreement from time to time, but we will only do so by giving you notice under Section 17, in which case you will have an opportunity to terminate this Agreement before any such new fees or fee increases take effect.
- Subject to Section 8.1, we will charge each Lender a monthly fee to cover the operation of the Lender’s Linked Finance Account, equivalent to 0.1% of the principal amount outstanding under each Loan Contract at the beginning of each calendar month in which a repayment is made in respect of that Loan Contract (the "Servicing Fee"). An amount equal to the Servicing Fee then due and payable will be debited against each Lender’s Linked Finance Account when their monthly repayment is received in respect of each such Loan Contract, and the corresponding amount of funds will be transferred from Linked Finance Lenders’ Funds Account to our own bank account.
- Pension accounts require the payment of a set up fee to cover broker/administration costs. This fee will be deducted from the initial deposit to the account. A list of current fees can be obtained from Linked Finance.
- Borrower fees
- If a Borrower wishes to apply for a loan on Linked Finance a fee ("Application Fee") is payable to Linked Finance regardless of whether or not a Loan Contract is subsequently entered into. A list of current fees can be obtained from Linked Finance.
- If a Borrower enters into a Loan Contract under Section 5.11, we will charge a completion fee to cover the cost of facilitating the borrowing process (“Completion Fee”). We will deduct the Completion Fee from the Loan proceeds before the proceeds are disbursed to the Borrower.
- The current fees payable in the event of a missed payment from time to time are set out in Section 11.7. Any fee that the Collections Agency charges for this collections activity will be added to the amount outstanding under the Loan Contract.
- The role of Linked Finance
- Our role is to facilitate prospective Borrowers and Lenders in negotiating, concluding and completing Loans via Linked Finance in accordance with the terms of this Agreement. Save as set out in Section 11, we are not a party to any Loan Contracts or Loan Parts (save where we act as a Lender in our own right, in which case we are only a party to the Loan Contracts or Loan Parts we enter into as a Lender in accordance with Section 4).
- Each lender retains complete control and discretion over whether or not to make a Loan to a Borrower and on what terms, and over all other aspects of the Lender’s participation in Linked Finance. Nothing we do and nothing on Linked Finance shall be construed, or is intended to operate or be construed, as advice or a recommendation by Linked Finance to enter into a particular transaction, or any transaction at all.
- We accept no responsibility for the accuracy of this Agreement or the provisions or terms of any Loan Contract. You should seek your own independent legal advice prior to entering into a Loan Contract or any other transaction on or in connection with Linked Finance.
- Missed payments
- If you, as a Borrower, believe that you may not be able to make one or more repayments under a Loan Contract, you should contact us immediately.
- If you fail to make a payment or only partially pay the amount due to a Lender, we will contact you and ask you to explain why you missed the payment. We will attempt to collect the outstanding payment in respect of that Loan Contract a second time within 3 working days of the first missed or partial payment. We will charge a missed payment fee of up to €40.
- If our second attempt to collect the payment fails or there occurs an Event of Default (as defined in the Loan Contract), all legal right, title and interest in the relevant Loan shall be assigned and/or novated to Linked Recoveries Limited in accordance with the provisions of the Loan Contract and the Borrower, each of the Lenders shall be deemed to consent to such assignment and/or novation and, in accordance with the Loan Contract, each Borrower and Lender appoints any director of Linked Finance as it’s/their attorney to execute any instrument of transfer required in connection with such assignment and/or novation.
- Linked Recoveries Limited may immediately instruct a debt collection agency (the "Collections Agency"), who will attempt to collect the amount of missed payment and/or the entire outstanding balance of the Loan. Once recovered, any amounts collected (net of any fees and expenses referred to in this Clause 11) shall be transferred to Lenders pro-rata to the amount of the original loan amounts advanced to the Borrower under the Loan Contract.
- We will keep the Lenders up to date via email notifications regarding the progress of any efforts to collect the Lender’s missed payments once a Collections Agency is involved and/or any Loan Contracts have been assigned to Linked Recoveries Limited.
- The Collections Agency may engage field agents to attempt to collect the total Loan amount outstanding. In addition we may file notice of the default on your credit reference file with one or more credit reference agencies.
- The Collections Agency may charge administration for their work in collecting amounts outstanding which will be payable by the Borrower in addition to the loan sums due. They may also charge other fees to cover tracing charges, field agents' costs and litigation costs and expenses. The Borrower hereby agrees and consents to such Collection Fees and acknowledges that the amount of any Loan shall be increased by an amount equal to those fees.
- The remaining proceeds will be paid to the Lenders, pro-rata to the amounts loaned by them to the Borrower.
- If the Collections Agency is unable to collect a Borrower’s debt Linked Recoveries Limited may seek to gain a judgement against the defaulting borrower via the courts.
- The Borrower hereby agrees to indemnify Linked Finance and Linked Recoveries (together the “Indemnified Parties” and each an “Indemnified Party”) against, and each of the Borrower and the Lenders agree hold the Indemnified Parties harmless from, any loss, cost, expense, claims or demands arising from any attempt by the Indemnified Parties to recover the amounts outstanding under the Loan Contract.
- Terminating membership of Linked Finance
- If you have no Loan Contracts currently in force, you may terminate your membership of Linked Finance in writing via e-mail to email@example.com.
- We may terminate or suspend your membership of Linked Finance or seek any other appropriate remedy (including but not limited to damages) at any time and for any reason, including but not limited to:
- breach of the any provisions of this Agreement;
- breach of any Loan Contract to which you are a party;
- we suspect that you have committed fraud, been involved in money laundering or other criminal activities; or
- you have no Loan Contracts in force and there has been no activity in your Linked Finance Account within the immediately preceding 12 month period.
- We may cease to offer certain features or functionality within Linked Finance, or cease to operate Linked Finance, in our sole and absolute discretion, in which case your membership will terminate subject to the orderly administration of your outstanding Loan Contracts by the Back-up Servicer in accordance with Section 14.
- Termination of your membership of Linked Finance will not result in a termination of any Loan Contract to which you are a party at that time, and will not affect your repayment obligations as a Borrower.
- On termination, we will pay you any funds in the Linked Finance Lenders’ Funds Account to which you are entitled, either by bank transfer to your Nominated Bank Account or by cheque to the address last provided by you. However, we reserve the right to verify the details of your Nominated Bank Account before making such a payment.
- Limitation of Liability
- As a Lender, you agree that:
- You are bidding on Loan Requests and lending entirely at your own risk, and before lending via Linked Finance, you will form your own opinion regarding the creditworthiness of a Borrower and undertake your own research, analysis and assessment and seek your own independent financial advice.
- We make no warranty or representation as to the ability of any Borrower to repay any loans or as to the Borrower’s credit risk and we are in no way liable for the debts of any Borrowers.
- All data on Linked Finance, whether provided by us (“Linked Finance Data”) or by Borrowers or Lenders (“Member Data”) is provided “as is” for information purposes only, does not constitute any advice, invitation, solicitation, recommendation or endorsement in respect of any loan request, Loan Contract or Borrower and is not intended to be relied upon as a sole basis for deciding whether or not to lend to a particular Borrower.
- We make no representation or warranty either as to the accuracy or reliability of Linked Finance Data or Member Data, or as to whether such data is up to date or error free.
- We do not warrant, represent or guarantee that (i) there will be sufficient Bids to fully fund each Loan Request or to allow your funds to be lent out, (ii) there will be sufficient Borrowers for a Lender to lend to.
- Where a third party has provided a personal guarantee in a Lender’s favour in support of a Borrower’s obligation to repay loan monies, the Lender accepts that the enforceability of such personal guarantee shall be subject to normal legal risks and limitations and that Linked Finance will not have ensured that any individual providing such a guarantee has been independently advised on the impact of such a personal guarantee or that such guarantee is enforceable. Such guarantees can be open to challenge, for example, in circumstances where the individual granting the guarantee has been subject to undue pressure or influence from a third party.
- While our systems are designed to try to prevent persons who are consumers within the meaning of the Consumer Credit Act 1995 from becoming Borrowers at Linked Finance, we take no responsibility and accept no liability for a Loan being made to such a person or the consequences of that (if any), save where that Loan arises directly as a result of our own breach of contract, gross negligence, or wilful misconduct.
- We do not warrant, represent or guarantee that the rates of return advertised by us, either on or off Linked Finance, will be available to you.
- As a Borrower, you agree that:
- We are not obliged to procure funding for you, and we do not warrant, represent or guarantee that funding will be available, either via Linked Finance or at all.
- We do not warrant, represent or guarantee that the interest rates advertised by us, either on or off Linked Finance, will be available to you.
- If any personal guarantee is provided in respect of your obligations, you represent and warrant that there has been no undue influence or inducement of the guarantor.
- We will endeavour to make Linked Finance available 24 hours per day, but we will have no liability to you in the event that access is suspended or restricted at any time.
- We shall not be liable to you for any loss or damage which you may suffer as a result of being a member of, or using, Linked Finance, except where such loss or damage arises directly from our breach of this Agreement, our gross negligence, wilful misconduct or fraud by us or our employees.
- We shall not be liable for:
- any indirect, special or consequential loss or damage, including loss or damage arising out of or in connection with lost data, lost profits, damage to goodwill or business interruption.
- any delay or failure to perform its own obligations under these principles due to circumstances beyond our own reasonable control.
- Our total liability to you in connection with this Agreement and your use of Linked Finance on any basis whatsoever shall not exceed the total amount of revenue earned by us in respect of transactions entered into by you via Linked Finance.
- Nothing in these terms and conditions shall limit our liability for personal injury or death, fraud, nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
- Back-up Servicer arrangements
- We have appointed an independent third party to ensure the orderly administration of outstanding Loan Contracts in the event that we cease to operate for any reason (“Back-up Servicer”). If this happens:
- All outstanding Loan Contracts will remain in full force and effect and the Back-up Servicer will continue to enforce the Borrowers’ obligations to make repayments in accordance with their Loan Contracts;
- Linked Finance will not be available for access by you, and all lending, borrowing via Linked Finance will cease;
- Funds received from Borrowers, or due to Lenders that occurred prior to cessation of operations, will be disbursed by the Back-up Servicer to each relevant Lender’s Nominated Bank Account, once the total amount due to each Lender exceeds €100, or otherwise on a quarterly basis;
- You will continue to receive the annual statements referred to in section 7.4;
- The Back-up Servicer shall be entitled to have and receive the Servicing Fee to its own account;
- In addition, the Back-up Servicer may charge each Lender an additional administration fee related to the balance outstanding under each Loan Contract, provided that the annual total of all fees (including the Servicing Fee) does not exceed 2% of the outstanding principal under each Loan Contract outstanding.
- Content Ownership and Licences
- You are solely responsible for your Member Data. You may not post, transmit, or share Member Data on Linked Finance that you have not created or that you do not have permission to post. You agree that we may, but we are not obliged to, delete or remove (without notice) any content, including Member Data, in our sole and absolute discretion, for any reason or no reason. You are solely responsible at your sole cost and expense for creating backup copies and replacing your Member Data.
- When you post Member Data to Linked Finance, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the Member Data on Linked Finance. By posting Member Data to any part of Linked Finance, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Member Data for any purpose on or in connection with Linked Finance or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Member Data, and to grant and authorize sublicenses of the foregoing. If you choose to remove your Member Data, you acknowledge that we may retain archived copies of your Member Data.
- You agree to indemnify and hold us, our subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with any Member Data that you post or share on or through Linked Finance, your use of Linked Finance, your conduct in connection with Linked Finance or with other users of Linked Finance, or any violation of the provisions of this Agreement or of any applicable law, regulation or the rights of any third party.
- Provided that you are eligible for use of Linked Finance, you grant (in respect of your Member Data), and are granted (in respect of other Members’ Data), a limited license to access and use Member Data and to download or print a copy any portion of the Member Data to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own Member Data, you may not upload or republish Member Data or incorporate the information in any other database or compilation, and any other use of the Member Data is strictly prohibited. Such license is subject to this Agreement and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Member Data other than as specifically authorized herein, without our prior written permission and that of the Member who owns the Member Data, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.
- You warrant that you have taken all reasonable precautions to ensure that your Member Data is free from viruses and anything else which may have a contaminating or destructive effect on any part of Linked Finance, its other users or the data stored in or accessed from it.
- While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on Linked Finance, we accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate antivirus software on any device you use to access Linked Finance.
- Information transmitted via Linked Finance will pass over public telecommunications networks. We accept no liability if such communications are intercepted by third parties or incorrectly delivered or not delivered.
- Linked Finance may contain links to other websites. We accept no responsibility or liability for any material supplied by or contained on any such third party website, or any use of personal data by the operator or other users of such websites.
- Subject to section 15.2, all present and future copyright, registered and unregistered trade marks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Linked Finance Data and Linked Finance shall vest and remain vested in us. If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights to us.
- We do not warrant or represent that the content of Linked Finance, including the Member Data and the Linked Finance Data, does not infringe the rights of any third party.
- About us
- Linked P2P Limited is a company incorporated in Ireland, whose registered number is 491763 and whose registered office and principal place of business is at Third Floor, 43-45 Middle Abbey Street, Dublin 1, Ireland. Email firstname.lastname@example.org.
- Amendments to these terms and conditions
- We may update or amend these terms and conditions from time to time to comply with law or to meet our changing business requirements in our sole and absolute discretion. We may not always be able to give you advanced notice of such updates or amendments but we will always post them on Linked Finance so you can view them when you next log in. By continuing to access Linked Finance, you agree to be bound by the terms of these updates and amendments.
- These terms and conditions were last updated in January 2018
- Complaints Handling
- If you want to make a complaint about Linked Finance you can email email@example.com, with brief details of your complaint and your account number and/or email address in use on Linked Finance. Our Customer Service staff will acknowledge your complaint within five business days. They will then investigate and send you an initial response. This should take no longer than a further five business days. If you are not satisfied by our response, you must contact the Customer Services Manager, who will respond by email within a further five business days.
- If you are not satisfied with the response from the Customer Services Manager, you can email firstname.lastname@example.org, enclosing the responses already given to you. Your email will then be referred to the Chief Executive Officer, who will respond by email within five business days.
- Other important terms
- You are responsible for all telecommunications and other costs incurred by you in accessing Linked Finance.
- You agree that all documents that we are entitled to send you electronically may be delivered to you at your Linked Finance Account, including any notices we give you. You will also receive by email to your email address specified in your Linked Finance Account regular communications in relation to the service and your use of Linked Finance.
- The records kept in Linked Finance shall be conclusive of the facts and matters they purport to record.
- If any of these terms and conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect.
- All disclaimers, indemnities and exclusions in this Agreement shall survive termination of this Agreement for any reason.
- We may, in whole or in part, release, compound, compromise, waive or postpone, in our absolute discretion, any liability owed to us or right granted to us in this Agreement without in any way prejudicing or affecting our rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.
- No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these terms and conditions or otherwise.
- This Agreement sets out the entire agreement between you, us and other users of Linked Finance with respect to its subject matter and supersedes any and all representations, communications and prior agreements (written or oral) made by you or us, with the exception of any existing Loan Contracts which in all cases prevail.
- This Agreement shall be governed by and construed in accordance with Irish law. In the event of any matter or dispute arising out of or in connection with this Agreement, you and we hereby submit for the resolution of any such matter or dispute to the exclusive jurisdiction of the Courts of Ireland.
Appendix - Searches
(i) Judgment search
This consists of a search against the Borrower in the Judgments Office of the High Court to confirm whether the Borrower ever had any outstanding Judgments against it.
(ii) CRO search (for companies)
This consists of a search in the CRO against a company Borrower which will show the following: (i) who the directors are; (ii) whether the company has any charges over your assets; and (iii) the registration status of the company.
(iii) Petitions search (for companies)
This consists of a search in the Central Office of the High Court against a company Borrower to confirm whether there have ever been any petitions made to wind up the company.
(iv) Bankruptcy search (for an individual)
This consists of a search in the Central Office of the High Court against the individual Borrower to see if he/she has ever been declared bankrupt.
(v) Identity and Address searches (for an individual)
This consists of searches to ensure each borrower and lender is exactly who they say they are.
(vi) Filed Accounts searches (for companies)
This consists of searches to validate the most recent filed accounts for each applicant company.
(vii) Irish Credit Bureau search (for companies)
This consists of a review of each company’s credit history and will be provided to us directly by those companies.
(viii) Last six months original bank statements (for companies)
This consists of a review of the recent performance of the business.
(ix) Tax Clearance Certificates (for companies)
This consists of a review and verification that each applicant borrower’s tax affairs are up to date.