Terms of Service - Lenders

The following terms and conditions, to include the appendices, (the “Agreement”) govern the use of the Linked Finance online funding platform and website accessible via https://www.linkedfinance.com (“Linked Finance”) which is operated by Linked P2P Limited (“Linked P2P”) whose details are set out in Section 13 below.

References to “we”, “us”, “our” means Linked P2P. References to “you” and “your” mean any person or entity who uses any part of Linked Finance. This Agreement incorporates the privacy policy accessible online at https://www.linkedfinance.com.

This Agreement specifies: (a) how Linked Finance works; (b) how you may use Linked Finance as an eligible lender (a “Lender”) to make facilities to eligible borrowers (“Borrowers”) and how Facilitys that are entered into via Linked Finance are made and administered.

For the purposes of this Agreement:

• “Facility” means the cash advance facility entered into between the Lender(s) and a Borrower via Linked Finance;
• “Facility Contract” means:
  
  1. in the case of an unsecured Facility, the contract entered into between the Lender(s) and the Borrower (which includes this Agreement), regulating the terms of supplying the Borrower with the Facility; and
  2. in the case of a secured Facility, the contract entered into between the Lender(s), the security trustee (as detailed in Section 4(c) and 8.2 below) and the Borrower (which includes this Agreement), regulating the terms of supplying the Borrower with the Facility;
• “Linked Recoveries Limited” means:
  
  1. in the case of an unsecured Facility, the company to whom any debt owed to Lenders 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; and
  2. in the case of a secured Facility, the company appointed as security trustee (acting on behalf of the Lender(s)) (as detailed in Section 4(c) and 8.2 below); and
• “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 the Facility Contract (to include this Agreement) and carefully print a copy for future reference. By using Linked Finance, you confirm that you have read, understood and agree to the Facility Contract (to include this Agreement) (as amended from time to time in accordance with Section 14 below). Where you are acting on behalf of a partnership or a limited company you agree that you are entering into the Facility Contract (to include this Agreement), using Linked Finance and entering into any subsequent Facility 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 the Facility Contract (to include 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 the Facility Contract (to include this Agreement), you must stop using Linked Finance immediately.

Each Facility is subject to a Facility Contract. Each Facility Contract is a separate agreement from this Agreement and is made only between the relevant Lender(s) and Borrower. Our participation in any Facility Contract is limited to the provisions of Section 8 (Missed Payments) and we are otherwise not a party to any Facility Contract. This Agreement governs the use of Linked Finance and the manner in which secured and unsecured Facilitys are managed.

1. Registering on Linked Finance

1. When you apply to be a Lender, 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) Acts 2010 to 2018. You warrant and represent to us that all information provided to us in the course of your registration and use of Linked Finance is true and accurate in all respects. You agree to promptly update such information if it changes.
2. We use our own internal guidelines and policies when assessing Lender registration applications, and we have sole and absolute discretion as to whether we will allow you to register as a Lender 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.
3. As part of the registration process, you must set up an account on Linked Finance (your “Linked Finance Account”) for the purpose of collecting and providing information relating to your activity on Linked Finance and your Facility Contracts. Your Linked Finance Account does not hold any funds and does not constitute a payment account or bank account.
4. 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 P2P, at its sole discretion, reserves the right to edit display names without prior notification or consultation.
5. 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 12 of this Agreement.
6. 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.
7. 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.
8. You agree not to use Linked Finance in any of the following ways:
   
   1. in any way that causes, or is likely to cause, the website or access to it to be interrupted or damaged in any way;
   2. for fraudulent purposes, or in connection with a criminal offence;
   3. 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”;
   4. to cause annoyance, inconvenience or needless anxiety;
   5. 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.
9. We reserve the right to terminate or limit your use of the service for violating any of the prohibitions listed in Section 1(h).

2. Becoming a Lender

1. 2.1. To become a Lender:
   
   1. you must be an individual, an 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;
   2. 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 P2P);
   3. 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);
   4. 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;
   5. if lending as a limited company, you must be registered with the Companies Registration Office (the “CRO”) or equivalent in the relevant jurisdiction;
   6. you must register as a Lender; and
   7. you must only follow the lending process specified in this Agreement.
2. 2.2. 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 (a “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.
3. 2.3. The funds in Linked Finance Lenders’ Funds Account 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.
4. 2.4. The minimum amount you can withdraw from your Linked Finance Account is €50. You are permitted one free withdrawal over €250 per calendar month, thereafter there will be a fee per withdrawal. All withdrawals under €250 will be charged a fee.(all fees can be requested from Linked Finance).
5. 2.5. 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.
6. 2.6. The minimum amount you can deposit or withdraw (other than to withdraw all funds from your Linked Finance Account) is €50.
7. 2.7. There are no fees payable to set up a Linked Finance Account. Any fees associated with the ongoing management of your Linked Finance Account are set out in Section 6
8. .

3. The Lending Process

1. As a Lender, you may offer to lend money to Borrowers using any one or more of the following methods:
   
   1. You may hand-pick one or more Borrowers using a Linked Finance search tool to identify facility requests that have not been completed which you might be interested in, and bid on those facility requests; or
   2. 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 facility requests of existing Facility Contracts that match your chosen criteria in bidding competitions facilitated by Linked Finance Autobid tool (“Autobid”)
2. In some instances a Borrower’s Facility Request will provide that security by way of a mortgage for the benefit of all Lenders to participate in a Facility Contract will be provided over a specified real estate asset.
3. Facility Contracts will be administered according to their terms, subject to the provisions of this Agreement and of applicable law (as amended from time to time). No interest will begin to accrue on any Facility made by you unless and until the Borrower has signed the Facility Contract.
4. Once you have chosen your Borrower by Facility 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 offer to lend (“Bid”) you are accepting the Facility Conditions which, together with the details of your Bid and the Borrower’s details, will comprise your Facility 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 Facility request in question has not yet fully funded, your Bid becomes active (an “Active Bid”) and is entered into the bidding competition on the chosen Facility Request pages. The minimum and maximum Bids per Borrower are available at Linked Finance.
5. Once each Facility is fully funded the bidding process will end and the facility request will no longer appear as a Live Facility on Linked Finance. No further bids will be accepted.
6. When you use Autobid:
   
   1. 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.
   2. The Autobid system allows you to make automated lending decisions based on the facility grades and facility terms published on the marketplace.
   3. Other than in respect of Secured Facilitys (as defined in Sections 4(c)), you select the facility grades and facility terms, i.e. the repayment period, associated with facility requests upon which you would like to offer to lend. You input the amount that you would automatically like to offer to lend on each facility request that meets your selected criteria.
   4. Autobid will automatically place Bids in accordance with the Autobid rules you have created so that whenever a facility 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.
   5. Where you have insufficient funds to offer to lend your specified amount a partial Bid may be placed unless you have opted out of this feature.
   6. Autobids are applied instantly to new facility requests as they are published on Linked Finance.
   7. It is your responsibility to ensure that the Autobid tool is making Bids in accordance with your wishes.
   8. Linked P2P accepts no responsibility for lender errors when setting up Autobids or any Autobids that have been placed as a result of those errors.
   9. Autobids cannot be refunded or returned under any circumstances.
   10. All Bids are final offers capable of acceptance by a Borrower and cannot be withdrawn by the Lender.
7. We reserve the right to discontinue bidding competitions on a facility request, to change the duration of the facility request, to change the value of a facility 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 offer to lend. We will inform you about these changes via email or after you log on to Linked Finance.
8. Facility grades in respect of Facilitys (other than Secured Facilitys) are published in conjunction with each new facility request. These grades are based on the results of the Linked P2P 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 P2P ion the creditworthiness of any Borrower or the repayment of any Facility.
9. Estimated bad debt rates are published by Linked P2P for information purposes only. They are estimates and may differ from the actual levels of bad debt experienced by Lenders. Linked P2P accepts no liability for such variances.
10. 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 P2P in a manner which that allows you to make informed lending decisions.
11. Linked P2P 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 Facility Request published on Linked Finance.
12. You can access information relating to your Active Bids and Facility portfolio in your Linked Finance Account.

4. The Facility Contract

1. Each Facility Contract (and each instrument assigning and/or novating any Facility 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, by your participation in the Facility Contract, give your consent to said signature being in electronic form as permitted by s.13(1)(b) the Electronic Commerce Act 2000.
2. In all Facility Contracts we will quote each Lender’s and the Borrower’s address as being “c/o Linked P2P Limited” and state Linked P2P’s postal address. Each Lender, the Borrower and where relevant the security trustee (as detailed in paragraph (c) and Section 8.2 below) agrees that all notices and communications to be given to each Lender may be sent to and received via Linked P2P or each Lender’s Linked Finance Account.
3. Where a Facility Contract provides that security will be provided to the Lenders participating in the relevant Facility Contract, Linked Recoveries Limited will act as security trustee for and on behalf of the Lenders participating in the Facility Contract (the “Secured Lenders”). Each of the Secured Lenders by way of participation in the Facility Contract shall be deemed to appoint Linked Recoveries Limited to act as security trustee in connection with the security to be provided by the Borrower of the relevant Facility (the “Secured Facility”). Appendix 2 (Security Trustee Terms) sets out the obligations and rights of Linked Recoveries Limited acting in its capacity as a security trustee in connection with a Secured Facility, to which each relevant Secured Lender shall be deemed to consent to by way of participation in a Secured Facility and the related Facility Contract.

5. Interest and Repayments

1. Facility repayments will be made to the Linked Finance Lenders Fund Account and pending the non- lending of those funds or their distribution those funds being re-lent in accordance with Section 4 or disbursed to each Lender’s Nominated Bank Account. To allow for the provisions of the European Union (Payment Services) Regulations 2018 we reserve the right to either: (i) for a period of 8 weeks from receipt of the first Facility repayment, to recall the first Facility repayment from the Linked Finance Lender’s Fund Account (or the Lender’s Nominated Bank Account); or (ii) not to make the first Facility repayment for a period of 8 weeks from the date on which it is received from the Borrower.
2. Borrowers may, subject to the terms of the Facility Contract, repay the total repayable amount outstanding of the Facility (principal plus Fixed Interest Amount plus associated fees) of this Facility at any time prior to the Final Repayment Date, without penalty.
3. The terms of the Facility Contract will not require the Borrower to deduct income tax which may be payable by a Lender and Linked P2P take no responsibility, and shall not be liable for, the deduction of any such taxes. It is each Lender’s sole responsibility to account for any income tax or other taxes that may be payable to the appropriate authorities in respect of each Lender’s activities on Linked Finance.
4. We will provide each Lender access via their Linked Finance Account to an annual statement of interest earned for each Lender’s tax purposes.

6. Lender Fees

1. 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. 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 14, in which case you will have an opportunity to terminate this Agreement before any such new fees or fee increases take effect.
2. Subject to Section 6(a), we will charge each Lender a fee to cover the operation of each Lender’s Linked Finance Account. It is calculated based on 30% of the Interest paid on each monthly repayment by the Borrower (the “Servicing Fee”). The funds will be transferred from Linked Finance Lenders’ Funds Account to our own bank account.
3. Also subject to Section 6(a), we will charge each Lender who meets certain criteria a monthly fee on any uninvested deposits that they have in their Linked Finance Account.
   The Balance Fee Charge will be calculated on a daily basis at a rate (the “Balance Fee Rate”) communicated by Linked Finance to Lenders, which may be updated from time to time according to the prevailing interest rate environment and bank charges levied on Linked Finance. Each accrued daily Balance Fee Charge will be combined to become the monthly Balance Fee that will be levied on the final day of each calendar month.
   In the event that a Lender accrues a Balance Fee Charge and they do not have the necessary funds to pay it at the end of each month, Linked Finance reserves the right to place the Lender’s account in a negative balance and to collect the balance fee when the Lender deposits additional money or receives repayments from facilities that they have invested in. A list of current fees can be obtained from Linked Finance and more details on the current rates for this fee and Lender eligibility for the fee are available on the Linked Finance website in the FAQ section.
4. 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 P2P.

7. The role of Linked P2P

1. Our role is to facilitate prospective Borrowers and Lenders in negotiating, concluding and completing Facilitys via Linked Finance in accordance with the terms of this Agreement.
2. Our participation in any Facility Contract is limited to the provisions of Section 8 (Missed Payments) and we are otherwise not a party to any Facility Contract.
3. Each Lender retains complete control and discretion over whether or not to make a Facility to a Borrower and on what terms, and over all other aspects of each 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 P2P to enter into a particular transaction, or any transaction at all.
4. We accept no responsibility for the accuracy of this Agreement or other provisions or terms of any Facility Contract. You should seek your own independent legal advice prior to entering into a Facility Contract or any other transaction on or in connection with Linked Finance.

8. Missed Payments

8.1. Missed payments in relation to a Facility other than a Secured Facility

1. A Borrower is requested under each Facility Contract to contact us immediately if it believes that it may not be able to make one or more repayments under a Facility Contract.
2. If a Borrower fails to make a payment or only partially pays the amount due to a Lender, we will contact the Borrower and ask the Borrower to explain why the Borrower missed the payment. We reserve the right to attempt to collect the outstanding payment. In the event that the Borrower has missed three consecutive payments as set out in the Repayment Schedule, the Borrower shall be liable for a late payment fee of €10 per day until all outstanding daily payments have been made.
3. If we exercise our right to attempt to collect payment for a second time and the payment fails again or there occurs an Event of Default (as defined in the Facility Contract), all legal right, title and interest in the relevant Facility shall be assigned and/or novated to Linked Recoveries Limited in accordance with the provisions of the Facility Contract and the Borrower, each of the Lenders shall be deemed to consent to such assignment and/or novation and, in accordance with the Facility Contract, each Borrower and Lender appoints any director of Linked P2P as it’s/their attorney to execute any instrument of transfer required in connection with such assignment and/or novation.
4. 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 Facility. Once recovered, any amounts collected (net of any fees and expenses referred to in this Section 8) shall be transferred to Lenders pro-rata to the amount of the original facility amounts advanced to the Borrower under the Facility Contract.
5. We will keep the Lenders up to date via email notifications regarding the progress of any efforts to collect the Borrower’s missed payments once a Collections Agency is involved and/or any Facility Contracts have been assigned to Linked Recoveries Limited.
6. The Collections Agency may engage field agents to attempt to collect the total Facility amount outstanding. In addition we may file notice of the default on your credit reference file with one or more credit reference agencies.
7. The Collections Agency may charge administration for their work in collecting amounts outstanding which will be payable by the Borrower in addition to the facility sums due. They may also charge other fees to cover tracing charges, field agents’ costs and litigation costs and expenses. The Borrower by participation in the Facility Contract, agrees and consents to such Collection Fees and acknowledges that the amount of any Facility shall be increased by an amount equal to those fees.
8. The remaining proceeds will be paid to the Lenders, pro-rata to the amounts loaned by them to the Borrower.
9. 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.
10. The Borrower and the Lender(s) by participation in the Facility Contract, agree to indemnify Linked P2P and Linked Recoveries (together the “Indemnified Parties” and each an “Indemnified Party”) against, and each of the Borrower and the Lender(s) 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 Facility Contract.

8.2. Missed payments in relation to a Secured Facility

1. A Borrower is requested under each Facility Contract to contact us immediately if it believes that it may not be able to make one or more repayments under a Facility Contract .
2. If a Borrower fails to make a payment or only partially pay the amount due to a Lender, we will contact the Borrower and ask you the Borrower explain why the Borrower missed the payment. We will attempt to collect the outstanding payment in respect of that Facility Contract for a Secured Facility a second time within 3 working days of the first missed or partial payment. We will charge the Borrower a missed payment fee of up to €40.
3. If our second attempt to collect the payment fails or there occurs an Event of Default (as defined in the Facility Contract for the Secured Facility), Linked Recoveries Limited in its capacity as Security Trustee and upon receipt of instruction from Linked P2P (pursuant to any Secured Facility) will proceed in accordance with: (i) the terms of this Agreement, to include Appendix 2 (Security Trustee Terms); and (ii) the security provided by you in connection with the Secured Facility. Each Lender who participates in a Facility Contract relating to a Secured Facility is deemed to: (i) consent to Linked P2P instructing the Security Trustee in accordance with the terms of this paragraph (c) and (ii) appoint any director of Linked P2P as its/their attorney to instruct the Security Trustee in relation to any demand or enforcement action to be taken in connection with a Secured Facility and the Facility Contract and security provided in connection with it.

9. Terminating membership of Linked Finance

1. If you have no Facility Contracts currently in force, you may terminate your membership of Linked Finance in writing via e-mail to office@linkedfinance.com.
2. 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:
   
   1. breach of the any provisions of this Agreement;
   2. breach of any Facility Contract to which you are a party;
   3. we suspect that you have committed fraud, been involved in money laundering or other criminal activities; or
   4. you have no Facility Contracts in force and there has been no activity in your Linked Finance Account within the immediately preceding 12 month period.
3. 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 Facility Contracts by the Back-up Servicer in accordance with Section 11.
4. Termination of your membership of Linked Finance will not result in a termination of any Facility Contract to which you are a party at that time.
5. 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.

10. Limitation of Liability

1. As a Lender, you agree that:
   
   1. You are bidding on Facility 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.
   2. We make no warranty or representation as to the ability of any Borrower to repay any facilities or as to the Borrower’s credit risk and we are in no way liable for the debts of any Borrowers.
   3. 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 facility request, Facility 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.
   4. 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.
   5. We do not warrant, represent or guarantee that: (i) there will be sufficient Bids to fully fund each Facility Request or to allow your funds to be lent out; or (ii) there will be sufficient Borrowers for to which to lend to.
   6. Where a third party has provided a personal guarantee in a Lender’s favour in support of a Borrower’s obligation to repay facility monies, the Lender accepts that the enforceability of such personal guarantee shall be subject to normal legal risks and limitations and that Linked P2P 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.
   7. 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 via Linked Finance, we take no responsibility and accept no liability for a Facility being made to such a person or the consequences of that (if any), save where that Facility arises directly as a result of our own breach of contract, gross negligence, or wilful misconduct.
   8. 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.
2. 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.
3. 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.
4. We shall not be liable for:
   
   1. 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.
   2. any delay or failure to perform its own obligations under these principles due to circumstances beyond our own reasonable control.
5. 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.
6. 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.

11. Back-up Servicer arrangements

1. We have appointed an independent third party to ensure the orderly administration of outstanding Facility Contracts in the event that we cease to operate for any reason (“Back-up Servicer”). If this happens:
   
   1. all outstanding Facility Contracts and any related security 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 Facility Contracts;
   2. Linked Finance will not be available for access by you, and all lending, borrowing via Linked Finance will cease;
   3. 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;
   4. you will continue to receive the annual statements referred to in Section 5(d);
   5. the Back-up Servicer shall be entitled to have and receive the Servicing Fee to its own account;
   6. in addition, the Back-up Servicer may charge each Lender an additional administration fee related to the balance outstanding under each Facility Contract, provided that the annual total of all fees (including the Servicing Fee) does not exceed 2% of the outstanding principal under each Facility Contract outstanding.

12. Content Ownership and Licenses

1. You are solely responsible for the data you post on Linked Finance (“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.
2. When you post Member Data to Linked Finance, you authorise 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 authorise sublicenses of the foregoing. If you choose to remove your Member Data, you acknowledge that we may retain archived copies of your Member Data.
3. 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.
4. 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 authorised 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 unauthorised 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.
5. 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.
6. 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.
7. 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
8. 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.
9. 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.
10. 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.