Terms

Money&Co. Borrower Terms (v1.2/2016)

Money&Co.: Denmark Square Limited of moneyandco.com

1 INTRODUCTION

1.1 moneyandco.com is a website which brings together lenders and borrowers.

1.2 An Auction on moneyandco.com enables the Borrower to select from the interest rates quoted by multiple lenders and the successful lenders each make a Loan to the Borrower and collectively fund the Borrower's needs.

1.3 Money&Co. then administers the collection of payments from the Borrower for each individual Lender's Loan.

2 BORROWER TERMS

2.1 These Borrower Terms set out the Borrower's and Money&Co.'s obligations with respect to the Borrower's use of moneyandco.com.

2.2 In addition to these Borrower Terms, the Borrower agrees to other terms when using moneyandco.com. These are Money&Co.'s Privacy Policy, Website Terms and Forum Rules. In relation to each Loan, the Borrower will enter into a Loan Agreement relating to the aggregated Loans from the Lenders and a Debenture together with any other relevant security documents.

3 REGISTERING WITH MONEY&CO.

3.1 The Borrower cannot register with Money&Co. unless it is a limited company or limited liability partnership registered with the Companies Registry.

3.2 The Borrower must not register with Money&Co. more than once.

4 ACCESS AND USE OF MONEYANDCO.COM

4.1 The Borrower's username and password provide access to the Borrower's area of moneyandco.com. Please refer to the Website Terms for terms regarding access.

5 THE LOAN APPLICATION

5.1 The Borrower may apply for a Loan as described here.

5.2 The Borrower must not apply for a Loan unless it:

5.2.1 has registered as a borrower with Money&Co.

5.2.2 has filed accounts at the Companies Registry for the last three financial years.

5.2.3 has a UK bank or building society account in the Borrower's sole name.

5.2 The Borrower must pay Money&Co. a non-returnable Application Fee of 50 pounds each time it submits a Loan application.

5.3 Once submitted, an application cannot be amended.

5.4 The Borrower may cancel a Loan application at any time, but the Application Fee will not be repaid.

5.5 The Borrower can only have one Loan application outstanding on moneyandco.com at any time.

6 THE RISK CLASSIFICATION

6.1 After Money&Co. has received the Borrower's Loan application, Money&Co. will notify the Borrower whether the application is successful or unsuccessful. Money&Co.'s decision is final.

6.2 If successful, Money&Co. will assign a Risk classification to the proposed Loan.

6.3 The Risk classification is based solely on the information in the Borrower's Loan application and searches carried out by Money&Co. at the Companies Registry and a Credit Reference Agency. The Risk classification is final.

7 LOAN REQUIREMENTS

7.1 Certain standard Loan Requirements apply to every Loan and Money&Co. may specify additional Loan Requirements when assigning a Risk classification. The Borrower must enter into the Loan Agreement and the Loan Requirements are set out in the Loan Agreement. The Loan Agreement and Loan Terms can be read by following the hyperlinks.

7.2 The Loan Agreement and Loan Terms contain various undertakings and restrictions that the Borrower must comply with.

7.3 It is a standard Loan Requirement that the Borrower gives a security over all its assets called a Debenture.

7.4 The Borrower may offer additional security to support repayment of the Loan, in the form of:

7.4.1 a Legal Charge, being a first legal mortgage over land in England or Wales or a standard security in Scotland.

7.4.2 an unsecured Personal Guarantee from a director of the Borrower.

7.4.3 Secured Personal Guarantee(s) (from a director or any third party) supported by a Legal Charge.

7.4.4 Group Company Guarantee(s) from other related companies, supported by a Debenture (and either supported by a Legal Charge or not).

7.5 The offer of a Legal Charge, Personal Guarantee, Secured Personal Guarantee or Group Company Guarantee may improve the Risk classification of the Loan.

7.6 When a Loan is described as Secured, it means it will be supported by a Legal Charge and the land has to be valued at not less than 50% of the Loan Amount at the start of the Loan Agreement. The completion of the Legal Charge, report on title and a valuation will be additional Loan Requirements.

7.7 With a Loan which is supported by Guarantees and/or a Legal Charge, the Borrower will have to pay the valuer's and (in some cases) lawyer's fees to enable the Loan Requirements to be completed. Those are not returnable if the valuer's or lawyer's reports are not favourable and the Loan application lapses.

8 STARTING THE AUCTION

8.1 The Borrower has up to six weeks from the date Money&Co. assigns the Risk classification to start the Auction, otherwise the Loan application will lapse.

8.2 To start the Auction the Borrower must pay Money&Co. a non-returnable Listing Fee of 100 pounds and input the Auction PIN.

8.3 In consideration for the Listing Fee, Money&Co. undertakes that it will advance the Loan Amount to the Borrower on behalf of the lenders if:

8.3.1 the Auction is a Successful Auction.

8.3.2 the Loan application does not lapse under the provisions of the Loan Agreement.

9 RELEVANT PERIODS

9.1 The start of the Auction triggers the start of two key periods:

9.1.1 the Auction Period, which is how long the Auction is open for lenders to submit Bids.

9.1.2 the Completion Period, which is the maximum time allowed for the Loan process to complete, before the Loan application lapses.

9.2 Money&Co. cannot guarantee that an Auction will take place at a particular time. Usually the Auction Period begins at 9 a.m. on the day after the Borrower starts the Auction, which is the Auction Start Date and expires at 5 p.m. on the day which is 30 days after the Auction Start Date unless the Borrower closes the Auction early.

9.3 The Completion Period begins on the Auction Start Date and expires on the Time Out Date, which is usually six weeks after the Auction Start Date. In exceptional circumstances, Money&Co. may extend the Completion Period by 21 days.

10 PREMIUM LISTING OPTION

10.1 The Borrower may choose to upgrade to a Premium Listing by paying the Premium Listing fee of 750 pounds.

10.2 The Premium Listing enables the Borrower to film a video clip viewable by potential lenders on Moneyandco.com. More details on the Premium Listing option are available here.

11 THE BORROWER PROFILE

11.1 The Borrower Profile contains information submitted by the Borrower (including a video clip, where the Borrower has upgraded to a Premium Listing) and details of the Risk classification. The Borrower name and loan request are viewable by potential lenders on moneyanco.com, but details of the Borrower Profile and accounts are only viewable by registered lenders on moneyandco.com when the Auction starts.

11.2 By starting the Auction, the Borrower confirms to Money&Co. and the lenders that the information contained in the Borrower Profile is complete, accurate and up to date.

12 RANKING OF BIDS AND THE WEIGHTED AVERAGE INTEREST RATE

12.1 When a Lender submits a Bid, the Bid Amount will be added to the total of all Bid Amounts for that Auction.

12.2 The Borrower will be able to see what percentage of the required Loan Amount has been filled and the applicable Weighted Average Interest Rate which is explained here.

12.3 During the Auction Period, Lenders may continue to submit Bids after the Loan Amount is full. The Bid with the highest Interest Rate will be knocked out of the Auction by any new Bid with a lower Interest Rate.

12.4 If the Bid with the highest Interest Rate exceeds the amount required to fill the Loan Amount, that Bid will be reduced and the excess Bid Amount knocked out of the Auction when the Auction Period expires.

13 SUCCESSFUL AUCTION

13.1 The Auction will be a Successful Auction if the Loan Amount is filled at the time the Auction Period expires.

13.2 If the Auction is a Successful Auction, the Borrower has until 5pm on the third day after expiry of the Auction Period to confirm that it wishes to proceed with the Loan at the Weighted Average Interest Rate specified. All required documents will then be issued to the Borrower. If the required confirmations and payments are not received by the specified times, the Loan application will lapse.

13.3 It is the Borrower's responsibility to procure that the documents are signed by all parties (other than Money&Co.) in accordance with Money&Co.'s instructions.

13.4 Where a Legal Charge is a Loan Requirement, Money&Co. will instruct the valuer to prepare a valuation report and lawyers to prepare a report on title. The Borrower is responsible for procuring that all information and access required by the valuer and lawyers is made available so that the Legal Charge can be completed to Money&Co.'s satisfaction by the specified time. The Borrower must pay the valuer's and (in some cases) lawyer's fees in advance.

13.5 The Loan application will lapse if any Loan Requirement is not completed to Money&Co.'s satisfaction by the Time Out Date.

14 COMPLETION OF THE LOAN

If the Loan process completes by the Time Out Date, the Loan will be transferred by Money&Co. to the Borrower's registered bank account after deducting any fees payable to Money&Co. by the Borrower.

15 NO GUARANTEE OF A SUCCESSFUL AUCTION

15.1 Money&Co. does not guarantee that there will be sufficient numbers of Lenders or Bids for a Successful Auction.

15.2 If the Auction is not a Successful Auction, the Loan application will lapse.

16 TERMINATION OF AUCTION AND CANCELLATION OF BID BY MONEY&CO.

Money&Co. may terminate an Auction or cancel a Bid if it has any concern about the relevant Lender, Borrower or Auction process. If the Auction is terminated the Loan application will lapse.

17 THE LOAN APPLICATION LAPSING

If the Loan application lapses for any reason, the Loan will not proceed but the fees will not be returned.

18 FEES

18.1 Money&Co. charges the Borrower an Arrangement Fee if the Loan completes by the Time Out Date. Money&Co. will reduce the Arrangement Fee by the amount of the Application Fee and Listing Fee, exclusive of VAT (but not the Premium Listing Fee) already paid.

18.2 If the Borrower defaults, Money&Co. charges the Borrower an Administration Fee for the extra work in contacting the Borrower and seeing if arrangements can be made to remedy the position.

18.3 Details of the Arrangement Fee and other fees charged to the Borrower are available here.

18.4 All fees and charges are quoted exclusive of VAT, which will be added at the standard rate (where applicable).

19 MONEY&CO. IS AGENT OF THE LENDERS

19.1 Money&Co. may deal with the Borrower in its own capacity and as agent for the Lenders that have made a Loan to the Borrower.

19.2 The Borrower is not entitled to details of any individual Lender that has made a Loan to it.

19.3 Money&Co. is not the Borrower's agent and owes no duty to the Borrower.

20 EARLY REPAYMENT AND REFINANCING

20.1 The Borrower may repay the Loan early at no extra cost by giving Money&Co. at least one month's notice and paying the whole amount of the Loan outstanding plus interest accrued to the Monthly Payment Date following expiry of the notice.

20.2 The Borrower cannot repay part of the Loan early.

20.3 The Borrower may submit an application for a new Loan to repay an existing Loan. If the new Loan is completed, the existing Loan must be repaid early from the new Loan.

21 THE BORROWER'S LIABILITY TO MONEY&CO.

21.1 The Borrower is liable to Money&Co. (itself and as agent for the lenders) for any loss or damage suffered by Money&Co. or any user of moneyandco.com as a result of the Borrower (or a person using the Borrower's username and password or auction PIN with the Borrower's knowledge or permission or through the Borrower's negligence):

20.1.1 using moneyandco.com in a way that is fraudulent.

20.1.2 breaching these Borrower Terms.

20.1.3 otherwise using moneyandco.com in a way that causes loss or damage to Money&Co. or any other user of moneyandco.com.

22 MONEY&CO.'S LIABILITY TO THE BORROWER

22.1 Money&Co. is not liable to the Borrower for any loss, damage or cost arising out of or in connection with the Borrower's registration with Money&Co. or use of moneyandco.com, except where the loss, damage or cost is a result of Money&Co.'s breach of these Borrower Terms, negligence or fraud.

22.2 Money&Co.'s liability to the Borrower will not exceed 15,000 pounds in respect of all claims.

22.3 Nothing in these Borrower Terms excludes or limits Money&Co.'s liability for death or personal injury caused by its negligence or for fraud.

23 ASSIGNMENT

23.1 Money&Co. may transfer or delegate any of its rights or obligations under these Borrower Terms to any person. Money&Co. may provide information about the Borrower and the Borrower's activities on moneyandco.com to that person.

23.2 The Borrower may not transfer any of its rights or obligations under these Borrower Terms.

24 AMENDMENTS

24.1 Money&Co. may amend these Borrower Terms from time to time and need not give the Borrower advance notice of the amendments.

24.2 If Money&Co. amends these Borrower Terms, the next time the Borrower logs in to moneyandco.com the Borrower will be notified of the changes and the date from which the amendments were effective.

24.3 If the Borrower has already submitted a Loan application, the previous Borrower Terms will continue to apply to that Loan application and the subsequent Auction and Loan.

24.4 If the Borrower has not submitted a Loan application and does not approve the amendments, the Borrower should immediately notify Money&Co. using the 'Contact' form, by phone: 020 3143 4000, or by post: Money&Co. Customer Service, 42 Bruton Place London W1J 6PA and must not submit a new Loan application to Money&Co. Money&Co. will treat the Borrower's notification as a request to cancel the Borrower's registration with Money&Co.

25 NOTICES

25.1 All notices given under these Borrower Terms or any other terms relating to moneyandco.com must be in writing and in English.

25.2 Money&Co. may deliver a notice to the Borrower by placing a message on the Borrower's area of moneyandco.com or by email or post to the contact details last known to Money&Co.

25.3 A notice from Money&Co. will be effective at the time of placing a message on moneyandco.com or sending an email, or on the second business day after posting. A business day is a week day other than a national holiday.

25.4 A notice from the Borrower to Money&Co. can be sent by email to credit@moneyandco.com, or by post to Money&Co. Customer Service, 42 Bruton Place London W1J 6PA. Notices to Money&Co. will be effective on receipt.

26 COMPLAINTS

Go to the Complaints page for the Complaints procedure.

27 NO WAIVER

If Money&Co. does not enforce any of its rights under these Borrower Terms or any other terms relating to moneyandco.com, it does not mean that Money&Co. will be unable to enforce that right again in future.

28 THIRD PARTY RIGHTS

A person who is not a party to these Borrower Terms may not enforce any of these terms.

29 LAW AND JURISDICTION

29.1 These Borrower Terms and any non-contractual obligations arising out of or in connection with it are governed by English law and the English courts have exclusive jurisdiction.

29.2 For the benefit of Money&Co., the Borrower irrevocably submits to the jurisdiction of the English courts and irrevocably agrees that a ruling in those courts will be conclusive and binding on the Borrower and may be enforced against the Borrower in the courts of any other jurisdiction.

Money&Co. Lender Terms (v1.2/2016)

Money&Co.: Denmark Square Limited of moneyandco.com

GENERAL

1 INTRODUCTION

1.1 moneyandco.com is a website which brings together lenders and borrowers.

1.2 Money&Co. helps a borrower select from the loan offers from multiple lenders and enables successful lenders each to make a Loan to the Borrower.

1.3 Money&Co. then administers the collection of payments from the borrower for each Lender.

1.4 The ways in which the Lender can lend money are:

1.4.1 Offer to make a Loan via an Auction as described below in clause 26.

1.4.2 buy a Loan or part of a Loan in the Loan Market as described below in clause 30.

1.5 Once the Lender has lent through moneyandco.com, the Lender can sell all or part of the Loan through the Loan Market (subject to liquidity) available on moneyandco.com, as described below in clause 31.

1.6 The Lender cannot dispose of a Part of a Loan other than through the Loan Market.

2 LENDER TERMS

2.1 These Lender Terms set out the Lender's and Money&Co.'s obligations with respect to the Lender's use of moneyandco.com.

2.2 In addition to these Lender Terms, the Lender agrees to other terms when using moneyandco.com. These are Money&Co.'s Privacy Policy, Website Terms and Forum Rules. Every Borrower enters into a Loan Agreement with the Lender.

3 REGISTERING WITH MONEY&CO.

3.1 The Lender must:

3.1.1 be an individual over 18 years old and a permanent resident of the UK.

3.1.2 have a UK bank or building society account in the Lender's sole or joint name.

3.1.3 be approved by Money&Co.

3.2 The Lender must not register with Money&Co. more than once.

3.3 Money&Co. may restrict the Lender's access to moneyandco.com if the Lender ceases to be eligible.

4 ACCESS TO AND USE OF MONEYANDCO.COM

The username (which is the Lender's email address) and the password (chosen by the Lender) provide access to the Lender's area of moneyandco.com. Please refer to the Website Terms for terms regarding access.

5 THE LENDER'S MONEY&CO. ACCOUNT

5.1 Money&Co. will open the Lender's Money&Co. Account which the Lender can view in the "My Account" section of the Lender's area of moneyandco.com.

5.2 The Lender may deposit funds in the Account by debit card only. Full details on how to deposit and withdraw funds are here.

5.3 Each payment received from a Borrower in respect of a Loan made by the Lender will be credited to the Account after deduction of any fees payable by the Lender to Money&Co.

5.4 Funds credited to the Account are held in a client account with Money&Co.'s bank. The Lender will not receive any interest on money in this account and Money&Co. will retain any interest earned.

5.5 Unless the funds are blocked as part of the Auction or Loan Market process, (which means that the funds are not available for withdrawal), the Lender may withdraw available funds from the Account at any time as described here.

6 THE RISK CLASSIFICATION

6.1 Any lending is done entirely at the Lender's own risk. The Risk classification or the Borrower Profile on moneyandco.com does not mean that Money&Co. recommends that the Lender makes a Loan to the Borrower or that the Loan will be repaid.

6.2 Money&Co. applies a Risk classification to a proposed Loan based on the information provided by the Borrower in the Loan application. Money&Co. also carries out a search at the Companies Registry and of a Credit Reference Agency to check the identity and credit history of the Borrower.

6.3 The Companies Registry search confirms that the company or limited liability partnership looking to borrow actually exists and is not in liquidation (although the information is not always completely up to date). The search also provides historic accounts, but again not up to date information.

6.4 Apart from these checks at the Companies Registry and Credit Reference Agency, which provide only the limited information described above, Money&Co. relies only on information provided by the Borrower to decide the Risk classification and does not independently check this information. This means that Money&Co. cannot identify misleading or inaccurate information and the Lender takes that risk.

6.5 Money&Co. does not monitor or update the Risk classification once the Loan has been made.

6.6 Money&Co. cannot provide any investment, legal, tax or other advice to the Lender.

6.7 For more information on Risk classifications please see here.

7 THE BORROWER PROFILE

7.1 The information contained in the Borrower Profile is provided by the Borrower and Money&Co. does not check the accuracy or completeness of this information. The Borrower may answer questions or provide more information in the Forum on moneyandco.com and the Forum Rules are available here.

7.2 The Borrower may make statements in the borrower Profile (including in a video clip) conveying the Borrower's ambitions. Money&Co. does not endorse these statements and does not have a view on how likely they are to be realised (if at all).

7.3 Money&Co. may provide crew and equipment to assist the Borrower with filming a video clip but Money&Co. does not endorse any video clip.

7.4 Money&Co. does not check that the information in the Borrower Profile or the Forum has not changed.

7.5 If the Borrower Profile states that the Loan is for the purchase of an asset or business, the Loan will not proceed if the purchase does not complete.

8 LOAN AGREEMENT AND DEBENTURE

8.1 The Borrower's entry into a Loan Agreement is a standard Loan Requirement. The Loan Agreement and Loan Terms can be read here.

8.2 The Loan Agreement and Loan Terms contain various undertakings and restrictions that the borrower must comply with. Money&Co. does not monitor the borrower's compliance.

8.3 It is a standard Loan Requirement that the Borrower gives a security over all its assets called a Debenture. This simply means that if the Borrower does not keep up the payments, any assets it has can be sold to try to reduce the Lender's loss. Nothing guarantees that in this situation the Borrower will actually have any assets. In exceptional circumstances Money&Co. may decide to waive the requirement for a Debenture.

9 SECURED LOANS AND GUARANTEES The Borrower may offer additional security to support repayment of the Loans made by all of the Lenders in the form of:

9.1.1 a Legal Charge, being a first legal mortgage over land in England or Wales or a standard security in Scotland.

9.1.2 an unsecured Personal Guarantee from a director of the Borrower.

9.1.3 Secured Personal Guarantee(s) (from a director or any third party) supported by a Legal Charge.

9.1.4 Group Company Guarantee(s) from other related companies, supported by a Debenture (and either supported by a Legal Charge or not).

9.1 The offer of a Legal Charge, Personal Guarantee, Secured Personal Guarantee or Group Company Guarantee may improve the Risk classification of the Loan. It provides the possibility of an alternative source of funds to repay the Loan if the borrower fails but it cannot ensure that the Loan will be repaid.

9.2 When a Loan is described as Secured, it means it will be supported by a Legal Charge and the land has to be valued at not less than 50% of the Loan Amount at the start of the Loan Agreement. The completion of the Legal Charge, report on title and a valuation will be additional Loan Requirements.

9.3 Money&Co. decides the Risk classification of a Secured Loan based on the borrower's estimate of the value of the land. A report on title and a valuation will be obtained by Money&Co. as additional Loan Requirements if the Auction is successful and the borrower decides to proceed. If either is not satisfactory to Money&Co., the Loan application will lapse and the blocked funds will be unblocked and added to the available funds on the Account.

10 BORROWER REPAYING OR REFINANCING EARLY

10.1 A Borrower may repay a Loan before the expiry of the full term on giving one month's notice.

10.2 A Loan may be repaid early as part of a refinancing that may result in a new Loan being offered to Lenders.

11 FEES

11.1 Money&Co. charges a Monthly Fee to the Lender equal to 1% p.a. of the outstanding amount of each Loan held by the Lender. The accrued Monthly Fee is deducted automatically when the Borrower makes a payment under the Loan Agreement.

11.2 Money&Co. may charge fees to the Borrower. More details on fees payable by the Borrower are available here.

11.3 All fees and charges are quoted exclusive of VAT, which will be added at the standard rate (where applicable).

12 DEALINGS WITH THE BORROWER AND ENFORCEMENT

12.1 Money&Co has the general authority as the agent of the Lenders to agree matters with the Borrower arising during the course of the lending. For example, Money&Co may be asked by a Borrower to consent to a change or an action by the Borrower either under the Loan Agreement or separate from it. Money&Co may agree or refuse consent on behalf of the Lenders, without approaching (or informing) the Lenders.

12.2 If a Borrower misses a payment (or only pays part of the amount due) or any other default occurs under the Loan Agreement, Money&Co. may (i) demand immediate repayment of the outstanding balance of the Loan or (ii) where Money&Co. decides it is reasonably in the interests of the Lenders:

12.2.2 try to contact the Borrower and discuss the options available;

12.2.3 allow the Borrower extensions of time;

12.2.4 reschedule the Loan payments;

12.2.5 waive the default;

12.2.6 amend the Loan Agreement;

12.3 Money&Co. will never agree to amend the principal amount or term of the Loan or reduce the Interest Rate.

12.4 If the Borrower only pays part of the amount due, Money&Co. will hold that amount, pending resolution of the default or enforcement action. The amount will then be allocated across the relevant Lender accounts.

12.5 If the Borrower defaults, Money&Co. charges the Borrower an administration fee for the extra work in contacting the borrower and seeing if arrangements can be made to remedy the position. If payment cannot be made then Money&Co. will decide what enforcement action it may be reasonable to take. Lenders may not receive all of the capital and interest due.

12.6 Money&Co. will take action in the exercise of its powers and duties as it considers appropriate. This may include engaging, paying for and relying on the advice or services of legal advisers, accountants, surveyors or other experts.

12.7 Money&Co. may appoint a Collection Agent to deal with the Borrower on behalf of the Lenders and Money&Co. in relation to any default.

12.8 Money&Co. and (if Money&Co. appoints a Collection Agent) the Collection Agent, will attempt to recover the costs incurred in relation to any default (including enforcing the security and any guarantees) or potential default either from (i) the Borrower direct or (ii) any guarantee or security. If the costs cannot be recovered in this manner, Money&Co. will deduct them from any money received from the Borrower before it is distributed to the Lenders.

12.9 Money&Co. will demand payment if a Borrower fails to pay on the Monthly Payment Date (other than through administrative or technical error) in three consecutive months or in four months out of any six month period.

12.10 The Lender will not have any power to take direct action against the Borrower or any of the Borrower's guarantors or to enforce a Debenture or any Legal Charge. The Lender irrevocably agrees to rely on the action taken by Money&Co. on behalf of all Lenders who have made Loans to the Borrower.

13 APPLICATION OF PROCEEDS

13.1 Money&Co. will apply a recovery in the following order:

13.1.1 the payment of unpaid costs;

13.1.2 the payment of unpaid interest and the Monthly Fee;

13.1.3 the payment of any other amount due under the Loan Agreement, any Debenture or Legal Charge;

13.1.4 the repayment of the Loan.

14 ACCOUNT INFORMATION

The Lender's transaction history, Loans held and statements of interest earned can be viewed through the Lender's area of moneyandco.com.

15 RESTRICTION OF ACCESS TO MONEYANDCO.COM

15.1 Money&Co. may restrict the Lender's access to moneyandco.com even if the Lender has made a Loan, has a pending Bid or has available funds in the Account, if:

15.1.1 the Lender requests it, for example because there is a security concern;

15.1.2 Money&Co. considers that the Lender is in serious breach of these Lender Terms, the Website Terms or the Forum Rules.

15.1.3 the Lender uses moneyandco.com (1) in a way that causes, or is likely to cause, moneyandco.com or access to it to be interrupted or damaged in any way, (2) to compete with, damage the reputation of or otherwise impede the success of Money&Co., moneyandco.com or any other user of moneyandco.com, (3) in connection with a criminal offence, or (4) to send or use any material that is illegal, offensive, abusive, defamatory or menacing, or which contains political campaigning, commercial solicitation, chain letters, or mass mailings.

15.2 Restricted access means that the Lender will not be able to lend further money using moneyandco.com or post in the Forum. Restricted access will not affect the Lender's rights and obligations in relation to any Loan held by the Lender, pending Bid or available funds in the Account.

16 THE LENDER'S LIABILITY TO MONEY&CO.

16.1 The Lender is liable to Money&Co. (itself and as agent for the other Lenders) for any loss or damage suffered by Money&Co. or any user of moneyandco.com as a result of the Lender (or a person using the Lender's username and password with the Lender's knowledge or permission or through the Lender's negligence):

16.1.1 using moneyandco.com in a way that is fraudulent;

16.1.2 breaching these Lender Terms;

16.1.3 otherwise using moneyandco.com in a way that causes loss or damage to Money&Co. or any other user of moneyandco.com.

17 MONEY&CO.'S LIABILITY TO THE LENDER

17.1 Money&Co. is liable to the Lender for any loss, damage or cost suffered by the Lender arising out of using moneyandco.com, where the loss or damage is a direct result of Money&Co.'s negligence or fraud or any breach by Money&Co. of these Lender Terms or any other terms relating to moneyandco.com.

17.2 Money&Co. is not liable to the Lender for any loss, damage or cost arising out of or in connection with any misrepresentation, wilful misconduct or other act of, or any error or inaccuracy in the data entered by, any other user of moneyandco.com.

17.3 Money&Co. is not liable for any loss, damage, cost or unauthorised activity on moneyandco.com arising out of the Lender failing to keep the Lender's password secret, failing to log out of the Lender's account or otherwise negligently failing to keep the Lender's access secure.

17.4 Money&Co.'s liability to the Lender for any loss, damage or cost arising in connection with any Loans will not exceed the principal amount outstanding to the Lender after taking into account repayments already made.

17.5 Nothing in these Lender Terms excludes or limits Money&Co.'s liability for death or personal injury caused by its negligence or for fraud.

18 ASSIGNMENT

Money&Co. may transfer, or delegate any of its duties under, these Lender Terms to any person. Money&Co. may provide information about the Lender and the Lender's activities on moneyandco.com to that person.

19 AMENDMENTS

19.1 Money&Co. may amend these Lender Terms from time to time and need not give the Lender advance notice of the amendments.

19.2 If Money&Co. amends these Lender Terms, the next time the Lender logs in to moneyandco.com the Lender will be notified of the changes and the date from which the amendments were effective.

19.3 If the Lender does not approve the amendments the Lender should immediately notify Money&Co. using the 'Contact' form, by phone: 020 3143 4000, or by post to Money&Co. Customer Services, 42 Bruton Place London W1J 6PA and must not add further funds to the Account or participate in any further lending transactions on moneyandco.com. Money&Co. will treat the Lender's notification as a request to restrict the Lender's registration with Money&Co.

19.4 No amendment to these Lender Terms will adversely affect any of the Lender's rights under any Bids outstanding on tyne date of the amendment.

20 NOTICES

20.1 All notices given under these Lender Terms or any other terms relating to moneyandco.com must be in writing and in English.

20.2 Money&Co. may deliver a notice to the Lender by placing a message on the Lender's area of moneyandco.com or by email or post to the contact details last known to Money&Co.

20.3 A notice from Money&Co. will be effective at the time of placing a message on moneyandco.com or sending an email, or on the second business day after posting. A business day is a week day other than a national holiday.

20.4 A notice from the Lender to Money&Co. must be sent via the 'Contact' form, or by post to Money&Co. Customer Services, 42 Bruton Place London W1J 6PA. Notices to Money&Co. will be effective on receipt.

21 COMPLAINTS

The complaints procedure is available here.

22 NO WAIVER

If Money&Co. does not enforce any of its rights under these Lender Terms or any other terms relating to moneyandco.com, it does not mean that Money&Co. will be unable to enforce that right again in future.

23 THIRD PARTY RIGHTS

A person who is not a party to these Lender Terms may not enforce any of these terms.

24 LAW AND JURISDICTION

24.1 These Lender Terms and any non-contractual obligations arising out of or in connection with moneyandco.com are governed by English law and the English courts have exclusive jurisdiction.

24.2 For the benefit of Money&Co. and the other Lenders, the Lender irrevocably submits to the jurisdiction of the English courts and irrevocably agrees that a ruling in those courts will be conclusive and binding on the Lender and may be enforced against the Lender in the courts of any other jurisdiction.

AUCTIONS

25 RELEVANT PERIODS

25.1 A Borrower has up to six weeks from the date Money&Co. assigns the Risk Classification to a proposed Loan to start the Auction.

25.2 The start of the Auction triggers the start of two key periods:

25.2.1 The Auction Period, which is how long the Auction is open for lenders to submit Bids.

25.2.2 The Completion Period, which is the maximum time allowed for the Loan process to complete, before the Loan application lapses.

25.3 Money&Co. cannot guarantee that an Auction will take place at a particular time. Usually the Auction Period begins at 9 a.m. on the day after the Borrower starts the Auction, which is the Auction Start Date and expires at 5:00 p.m. on the day which is 30 days after the Auction Start Date, unless the Borrower closes the Auction early.

25.4 The Completion Period begins on the Auction Start Date and expires on the Time Out Date, which is usually six weeks after the Auction Start Date. In exceptional circumstances Money&Co. may extend the Completion Period by 21 days.

25.5 The Auction will be a Successful Auction if the Loan Amount is filled at the time the Auction Period expires.

26 BIDDING

26.1 The bidding process and Auction rules are explained here.

26.2. To make an offer to lend through the Auction process, the Lender's Account must hold cleared funds for the amount the Lender wishes to Lend.

26.3 The Lender offers to lend money to a Borrower by submitting a Bid stating:

26.3.1 the Bid Amount the Lender is willing to lend.

26.3.2 the Interest Rate the Lender requires.

26.3.3 if the Lender so wishes, a Floor Interest Rate stating the minimum interest rate the Lender will accept.

26.4 The Lender may submit more than one Bid in an Auction.

26.5 By submitting a Bid, the Lender irrevocably appoints Money&Co. as the Lender's agent and authorises Money&Co. to:

26.5.1 block the Bid Amount so that it is not available for the Lender to withdraw from the Account. The blocked funds will only be unblocked if the Lender's Bid is knocked out of the Auction or if the Loan application lapses or is not taken up by the Borrower.

26.5.2 enter into the Loan Agreement, and take and sign (where necessary) any security and other documents, as agent for the Lender if the Auction is successful.

26.5.3 act as security agent and hold the security on behalf of the Lender and other Lenders.

26.5.4 on completion of the Loan Requirements on or before the Time Out Date, complete the Loan and transfer the Loan Amount from the Account to the Borrower.

26.6 Interest will only be paid once the Loan Amount has been paid to the Borrower. No interest will be earned by the Lender if the Loan application lapses or is not taken up by the Borrower.

27 RANKING OF BIDS AND THE WEIGHTED AVERAGE INTEREST RATE

27.1 Once a Bid is submitted, the Bid Amount will be added to the total of all Bid Amounts for that Auction.

27.2 The Lender will be able to see what percentage of the amount that the Borrower is seeking has been filled and the applicable Weighted Average Interest Rate which is explained here.

27.3 Each Bid will be ranked according to its Interest Rate. During the Auction Period, the Lender may continue to submit Bids after the amount that the Borrower is seeking has been reached. The Bid with the highest Interest Rate will be knocked out of the Auction by any new Bid with a lower Interest Rate.

27.4 If a Bid is knocked out of the Auction but the Lender included a Floor Interest Rate in that Bid, a new Bid will be submitted automatically on behalf of the Lender at an Interest Rate that is 0.1% less than the Bid in the Auction with the highest Interest Rate. This process will repeat each time the Lender's Bid is knocked out, unless even the Floor Interest Rate is too high.

27.5 If two lenders submit identical Bids in the same Auction, the lender who bids first will have the higher ranking and priority.

27.6 If the Bid with the highest Interest Rate exceeds the amount required to fill the amount that the Borrower is seeking, that Bid will be reduced and the excess Bid Amount knocked out of the Auction when the Auction Period expires.

28 LOAN REQUIREMENTS

28.1 Certain standard Loan Requirements apply to every Loan and Money&Co. may specify additional Loan Requirements when assigning a Risk classification. The Loan Requirements are set out in the Loan Agreement. The Loan Agreement and Loan Terms can be read by following the hyperlinks.

28.2 If the Loan Requirements are not completed by the Time Out Date, the Loan application will lapse and no money will be paid to the Borrower. The blocked funds will be unblocked and added to the available funds on the Lender's Account.

29 TERMINATION OF AUCTION AND CANCELLATION OF BID BY MONEY&CO.

Money&Co. may terminate an Auction or cancel a Bid if it has any concern about the relevant Lender, Borrower or Auction process. If the Auction is terminated the Loan application will lapse and no money will be paid to the Borrower. The blocked funds will be unblocked and added to the available funds on the Lender's Account.

LOAN MARKET

30 BUYING ALL OR PART OF A LOAN IN THE LOAN MARKET

30.1 The Lender can buy all or part of a Loan that has been listed in the Loan Market by another Lender, through the process described here.

30.2 To buy a Loan, the Lender's Account must hold cleared funds for the Price.

30.3 The Lender buys a Loan at the Lender's own risk. A Loan may be repaid or refinanced by a Borrower, or a Borrower may default, at any time. More details are available here.

31 SELLING PART OF A LOAN IN THE LOAN MARKET

31.1 The Lender can offer all or part of a Loan for sale in the Loan Market, through the process described here.

31.2 The Lender must set the Price. The Price can be either:

31.2.1 the Par Value of the Loan as shown in the My Loans section of the Lender's area of moneyandco.com.

31.2.2 at a discount.

31.2.3 at a premium.

More details on these options are available here.

31.3 Parts of a Loan can be sold in Units in the Loan Market but cannot be sub-divided further than is allowed in the Loan Market.

32 GENERAL LOAN MARKET TERMS

32.1 Money&Co. cannot guarantee that there will be other lenders who wish to purchase any Loan listed in the Loan Market.

32.2 The Lender will not be able to sell a Loan if the following apply:

32.2.1 where the relevant Borrower has missed (or only partially paid) a payment when due.

32.2.2 where the relevant Borrower has notified Money&Co. that it will not be able to make the next payment in full when due.

32.2.3 where the Loan is otherwise in default or has been in default.

32.3 If a Loan becomes ineligible for sale when listed in the Loan Market, Money&Co. will automatically end the relevant listing.

32.4 Money&Co. charges the selling Lender a Sale Fee of 0.25% of the total Price of each Loan or part of a Loan sold.

32.5 All sales in the Loan Market are immediate and final when the buying Lender confirms that they wish to buy the Loan.

32.6 Immediately following a sale:

32.6.1 Money&Co. will transfer the Price from the buying Lender's Account to the selling Lender's Account (after deducting the Sale Fee).

32.6.2 the buying Lender will become a party to the Loan Agreement with the relevant Borrower.

32.6.3 Money&Co. will update its records to show the transfer of ownership of the purchased Loan (so that the purchased Loan appears in the buying Lender's My Loans section and no longer appears in the selling lender's My Loans section).

32.7 The Lender can withdraw a listing at any time before another lender buys the Loan. The Lender cannot withdraw the listing if another Lender has bought the relevant Loan.

32.8 The listing will end automatically on the business day which is 30 days after the listing date, unless the Lender or Money&Co. ends the listing early or another Lender buys the relevant Part of the Loan. When the listing ends, any unsold Units of the Loan will be removed from the Loan Market.

32.9 After the sale of a Loan, the selling Lender will not receive any further payments in respect of that Loan, even if the sale is on the Monthly Payment Date. Any interest accrued to the date of sale will be paid to the buying Lender.

33. MULTIPLE LOANS FOR THE SAME BORROWER

33.1 Where a Borrower has more than one loan which has been funded by Money&Co. Lenders and one or more of those loans is in default, any other loans will be deemed to also be in default.

33.2 In the event that Money&Co. demands repayment or enforces security relating to a Borrower, all Money&Co. Lenders will rank equally. Any proceeds received from repayment or enforcement action will be distributed proportionately between all Lenders who have lent to that particular Borrower.

34. INNOVATIVE FINANCE ISA - GENERAL

34.1 If you apply for an Innovative Finance ISA, you will additionally be bound by clauses 34 to 41 of these Lender Terms & Conditions.

34.2 Your Innovative Finance ISA will be managed by Denmark Square Limited, which is a registered ISA manager with HMRC reference number Z1932. Denmark Square Limited trades as Money&Co.

34.3 Peer-to-peer loans and cash held in your Innovative Finance ISA will be shown in your ISA account, which will be opened in your name and the name.

34.4 Your Innovative Finance ISA will be and must remain in your beneficial ownership and cannot be used as security for a personal or other loan.

34.5 To be eligible to apply for an Innovative Finance ISA, you must be 18 years old or over.

34.6 You can only apply for an Innovative Finance ISA if you are resident in the UK for tax purposes. The UK does not include the Channel Islands or the Isle of Man for these purposes. If you are not resident in the UK but perform duties which, by virtue of Section 28 of the Income Tax (Earnings and Pensions) Act 2003 are treated as being performed in the United Kingdom, or you are married to or in a civil partnership with a person who performs such duties, then you will be eligible to apply for an Innovative Finance ISA.

34.7 You must immediately inform Money&Co. if you cease to be resident in the United Kingdom for tax purposes or if you cease to perform such duties which deem you to be treated as resident or if you cease to be married or in a civil partnership with someone deemed to be resident.

35. INNOVATIVE FINANCE ISA - APPLICATIONS

35.1 Your application for an Innovative Finance ISA can be made electronically on the Money&Co. website or you can download the application form and post it to Money&Co. at FREEPOST Money&Co. We are also able to accept applications on the telephone. Please call 020 3143 4004. When an application is made online or by telephone, we will send you a completed application form to check and sign and this must be returned to us within 30 days of the application being made. All applications are subject to acceptance by Denmark Square Limited as the ISA manager. The application must include the applicant's full name, residential address, date of birth and National Insurance number. All applications must be signed by the applicant in person. If an applicant is incapable of signing and a third party holds a valid Power of Attorney, then the application may proceed.

35.2 Money&Co. may require additional information in order to accept an application to open an Innovative Finance ISA.

35.3 Money&Co. will carry out an identity and fraud check. If we are unable to verify your identity, we will require a certified copy of your passport and a utility bill, which must be dated within the last 3 months and include your current residential address. Other documentation may also be required.

35.4 Cash shown in your Innovative Finance ISA account will be held in Money&Co.'s client money account. By accepting these terms, you are authorising Money&Co. to transfer cash to Borrowers when a loan is made from your Innovative Finance ISA.

35.5 Innovative Finance ISA applications that have been accepted by Money&Co. may not be withdrawn unless cancellation rights apply and are exercised in accordance with the Financial Conduct Authority's rules in force at the time that the application is made.

35.6 The address of the Innovative Finance ISA will be the address shown on the application form. Please notify Money&Co. immediately if you change your address.

35.7 Money&Co. will notify you in writing when your Innovative Finance ISA has been accepted. Investments can only be made, however, when a subscription has been received. The minimum subscription is 1,000. To qualify for the current tax year, subscriptions must be received by 5th April. Lenders can only apply for one Innovative Finance ISA in each tax year and can use their whole ISA allowance or part thereof. The ISA allowance for 2016/17 is 15,240 and 20,000 for 2017/18.

36. INNOVATIVE FINANCE ISA - QUALIFYING INVESTMENTS

36.1 The only investments that qualify for an Innovative Finance ISA are peer-to-peer loans (including loans to businesses) and cash.

36.2 You can invest the whole or part of your annual ISA allowance in an Innovative Finance ISA. If you have also invested in a Cash ISA and/or a Stocks and Shares ISA in the current tax year, you must ensure that the total invested does not exceed your annual allowance.

36.3 You can only invest in ONE Innovative Finance ISA during each tax year. If you have already invested in an Innovative Finance ISA during the current tax year with another ISA manager, then Money&Co. will not be able to accept your application. It is, however, possible, to transfer the existing Innovative Finance ISA to us if you so wish, but only if cash is the only asset held within it.

37. INNOVATIVE FINANCE ISA - WITHDRAWALS

37.1 When you subscribe to your Innovative Finance ISA, your cash will be held in Money&Co.'s client money account.

37.2 Money&Co. does not pay interest on cash held in its client money account.

37.3 You may receive monthly interest payments from the loans held in your Innovative Finance ISA. You will have a choice of reinvesting this income in new loans or paying out the income to the same bank account from which you made your original subscription.

37.4 If you wish to withdraw all or part of any cash held in your Innovative Finance ISA (other than by reason of making a transfer to another ISA manager), you will be able to instruct us to transfer the cash to the account from which you made your original subscription. If the cash withdrawn is part of the subscription monies from a prior tax year, any subsequent subscription will be treated as being for the current tax year (assuming that you have not exceeded your annual allowance).

37.5 If you wish to sell all or some of the loan(s) held in your Innovative Finance ISA before the end of the term of the loan(s), Money&Co. will use its best endeavours to execute the sale either through the Loan Market or as a matched bargain and the proceeds of the sale (after deducting Money&Co.'s fee of 0.25%) will be credited to your Innovative Finance ISA account. You can then give an instruction to transfer the cash to the bank account from which the original subscription was made if you so wish.

38. INNOVATIVE FINANCE ISA - TRANSFERS IN

38.1 If you have an existing Cash ISA or Stocks and Shares ISA, you can transfer them to Money&Co. If you are transferring a Stocks and Shares ISA, you must ask the ISA manager to liquidate the investments and then transfer cash to your new Innovative Finance ISA.

38.2 The minimum amount that we will accept as a transfer is 1,000.

38.3 Money&Co. does not charge a fee for receiving transfers, but your existing ISA manager may do so.

38.4 If you transfer ISAs from more than one ISA manager, all of the cash received will be put into your Innovative Finance ISA account held with Money&Co.and managed by Denmark Square Limited and you will no longer be able to separately identify monies subscribed in individual tax years.

39. INNOVATIVE FINANCE ISA - TRANSFERS OUT

39.1 Non-cash investments held in your Innovative Finance ISA cannot be transferred in part or whole to another ISA manager.

39.2 If only cash is held in your Innovative Finance ISA, then the whole ISA may be transferred to another ISA manager. The circumstances in which only cash is held will include (i) if you have just subscribed for your Innovative Finance ISA and the money received has not yet been invested in loans; or (ii) the loans held in your Innovative Finance ISA have matured and the monies have not been reinvested; or (iii) the loans have been sold.

39.3 Where transfers are permitted under clause 39.2, you may request a transfer to another manager.

39.4 If only cash is held in your Innovative Finance ISA and you are transferring it to another ISA manager, you must ask the new ISA manager to send us a Transfer Authority Form.

39.5 When you inform us that you wish to transfer your Innovative Finance ISA to another ISA manager, you must stipulate a transfer period, which cannot be less than 30 days. If you have requested the sale of loans held in your Innovative Finance ISA in preparation for making a transfer request, this cannot be made until all the loans have been sold. Money&Co. will use its best endeavours to ensure that loans are sold as quickly as possible, but this may take some time as it will depend on demand from other Lenders.

40. INNOVATIVE FINANCE ISA - CLOSURE

40.1 You can close your Innovative Finance ISA at anytime. Any request to do so must be received by us in writing and must be addressed to Money&Co./Denmark Square Limited.

40.2 Denmark Square Limited has the right to close your Innovative Finance ISA, but will only exercise this right if it is necessary to do so. Money&Co./Denmark Square Limited will give you 30 days' notice of any intention to close your Innovative Finance ISA.

40.3 If Money&Co./Denmark Square Limited is informed of your bankruptcy, we will take steps to close your Innovative Finance ISA from the date of appointment of the trustee in bankruptcy.

40.4 Money&Co./Denmark Square Limited will close your Innovative Finance ISA on notification of your death. All tax benefits will cease from the date of your death and any interest payments received from your loan portfolio after that date will be subject to tax. Any gains made on the sale of any loans held in your name after your death will also be subject to tax.

40.5 If your Innovative Finance ISA is to be closed, we will take steps to sell any loans held unless otherwise agreed with you if you have chosen to close your account. Peer-to-peer loans are illiquid investments and it may take some time to liquidate your portfolio. Money&Co. will use its best endeavours to do this as quickly as possible.

40.6 Any cash held in your Innovative Finance ISA when your closure instruction has been given can be transferred to the same bank account from which the original subscription was made. If it is necessary to sell loans, cash will be transferred to you when the proceeds of the sale are received.

40.7 Money&Co./Denmark Square Limited will notify you if by reason of any failure to satisfy the ISA regulations, the Innovative Finance IS becomes void. For example, if it becomes apparent that you have exceeded your annual ISA allowance as a result of your subscription, HMRC may require Denmark Square Limited as the ISA manager to void the subscription.

41. INNOVATIVE FINANCE ISA - DELEGATION

41.1 Denmark Square Limited/Money&Co. is entitled to delegate its functions and responsibilities relating to the management and administration of your Innovative Finance ISA under these terms and conditions. However, Denmark Square Limited/Money&Co. must ensure that any organisation accepting these functions and responsibilities is competent to carry them out.

41.2 Denmark Square Limited/Money&Co. will not be liable for the negligence or misconduct of such delegate provided always that Denmark Square Limited/Money&Co. does not exclude or restrict liability owed to you by either one of them under the ISA regulations.

 

Money&Co. Website Terms (v1.2/2016)

1 INTRODUCTION AND YOUR CONSENT

1.1 These terms apply to your use of moneyandco.com, operated by Denmark Square Limited trading as Money&Co.

1.2 By using moneyandco.com you agree to these terms so Money&Co. recommends you read them carefully.

1.3 You should check this page each time you use moneyandco.com because by continuing to use moneyandco.com you agree to any changes Money&Co. has made since your last visit.

1.4 If you are a director or member using moneyandco.com on behalf of a company or LLP you accept these terms personally and on behalf of the company or LLP.

2 PRIVACY POLICY

Please see Money&Co.'s Privacy Policy for information on what personal information Money&Co. collects about you when you use moneyandco.com and how Money&Co. uses that information.

3 FORUM RULES

When posting material on the Forum you agree to comply with Money&Co.'s Forum Rules, which you can read below.

4 OTHER TERMS WHICH YOU MAY BE ASKED TO AGREE

Please note that if you register on moneyandco.com additional legal terms may apply as follows:

Lenders

If you wish to lend money you will be asked to agree to the Lender Terms. You can view the current version of these terms here. It is essential that you read the Lender Terms carefully because they contain important provisions relating to your legal rights. This includes a description of the limits on Money&Co.'s liability to you. You will be asked to re-confirm your agreement to the Lender Terms before bidding on any Loan.

If you enter into a Loan which you later wish to sell before your money is due to be repaid, or if you are interested in buying an existing Loan, you may be able to do this in the moneyandco.com Marketplace and will have to agree to the Marketplace Terms to do so. You can view the current version of these terms here.

Borrowers

If you wish to obtain a Loan from Money&Co. lenders you will be asked to sign up to the Borrower Terms, Loan Terms and Loan Agreement and to provide a Debenture, except in exceptional cases as specifically agreed by Money&Co. You can view the current version of these documents here.

5 RISK CLASSIFICATION AND BORROWER PROFILE

If you are a lender Money&Co. recommends that you read the Lender Terms carefully for important terms relating to Risk classifications and borrower Profiles. The Lender Terms are available here.

6 INTELLECTUAL PROPERTY

6.1 The content of moneyandco.com and any trade marks and logos are protected by international copyright and other intellectual property rights. The owner of these rights is Money&Co., its affiliates or other third party licensors.

6.2 If you are a borrower you may wish to submit copies of your trade marks, copyright material and other intellectual property rights to be displayed. By submitting material you:

6.2.1 grant Money&Co. a world-wide, irrevocable, royalty-free licence to use, copy, publish, modify, distribute, and store it as Money&Co. considers reasonably necessary in connection with your Loan application.

6.2.2 confirm that you are the legal owner of the material submitted.

6.2.3 agree that Money&Co. has no liability for infringement of your intellectual property rights by third parties.

6.3 Any commercial exploitation of moneyandco.com is strictly forbidden. Apart from printing and downloading extracts for your personal reference no part of moneyandco.com, except your own material, may be used, copied, published, modified, distributed, transmitted or stored without Money&Co.'s written consent.

7 CONFIDENTIALITY OF BORROWER INFORMATION

Information provided by borrowers may be displayed on moneyandco.com and Money&Co. cannot control the use made of that information by users. By submitting information to moneyandco.com you confirm that the information is not confidential and that you have no claim against Money&Co. if anyone uses it for any purpose not connected with your Loan application.

8 ACCESS

8.1 Moneyandco.com is for the use of individuals, LLPs and companies resident or incorporated in the UK only. Any other user (other than simply for viewing purposes) does so at their own risk and Money&Co. may terminate their registration and remove them from the borrowing or lending process.

8.2 Money&Co. cannot guarantee that moneyandco.com will be available 24 hours a day or at any particular time. For lenders, Money&Co. does not guarantee access to Bid on a particular Auction. For borrowers, Money&Co. does not guarantee that a Loan Auction will take place within a specific period. Money&Co. reserves the right to make changes or corrections, suspend or remove any aspect of moneyandco.com.

8.3 Money&Co. may accept or refuse any application for access. You agree to provide accurate information and to inform Money&Co. of any changes within a reasonable time. You may not allow others to use your access details and you are responsible for all activity through your registration, where the activity is authorised by you or facilitated by your negligence. You must log out after each use of moneyandco.com. You must keep your access details secure and confidential. You must change your password and inform Money&Co. immediately if you believe that your details have been used without your authority.

8.4 Where Money&Co. suspects that there has been a security breach, Money&Co. will implement checks on the relevant user's identity and the user will not be able to access moneyandco.com until these have been resolved to Money&Co.'s satisfaction.

9 TERMINATION OF ACCESS

9.1 Money&Co. may restrict or cancel access at any time without notice if Money&Co. reasonably considers that you are in serious breach of these terms. If you have outstanding Loans, Loan Parts, pending Bids or money in your Money&Co. account on cancellation/restriction please refer to the Lender Terms or Borrower Terms, as applicable, for more details.

9.2 If you have no outstanding Loans and hold no outstanding Loan Parts, have no pending Bids and have no money in your Money&Co. account, either you or Money&Co. may cancel your access at any time. If you wish to cancel please notify Money&Co. using the 'Contact' form, or by phone: 020 3143 4000, or by post: Money&Co. Customer Services, 42 Bruton Place, London W1J 6PA.

10 ACCEPTABLE USE

You must not use moneyandco.com for any unlawful purpose or misuse or disrupt moneyandco.com.

11 LIABILITY

11.1 If you are a lender, limits on Money&Co.'s liability to you in respect of your lending are set out in the Lender Terms.

11.2 In all other cases, Money&Co. will only be liable to you for your reasonably foreseeable losses arising from Money&Co.'s breach of these terms or its negligence, except that Money&Co. will have no liability to you for those losses that fall within the excluded categories below.

11.3 Money&Co., its partners, officers, members and employees will not be liable to you for any direct or indirect:

  • loss of revenue
  • loss of profit or interest
  • loss of goodwill
  • loss of anticipated savings
  • loss of opportunity

suffered by you as a result of your use of moneyandco.com.

11.4 Money&Co. will not be liable for any loss or damage caused by any distributed denial-of-service attack, viruses or other harmful material that may infect your computer equipment, software or data due to your use of moneyandco.com or downloading any material from it.

11.5 Any links to third party websites are for information only. Money&Co. has no control over their content and accepts no responsibility for any loss or damage arising from your using them.

11.6 Money&Co. will not be liable for any loss, damage or costs arising from any additional identity checks it reasonably believes are necessary or for any user's inability to access moneyandco.com while the checks are pending or as a result of the unsatisfactory completion of the checks.

11.7 Nothing in these terms excludes or limits Money&Co.'s liability for death or personal injury caused by its negligence or for fraud.

12 LAW AND JURISDICTION

These terms and any non-contractual issue arising from your use of moneyandco.com are governed by English law and under the exclusive jurisdiction of the English courts.

13 MONEY&CO.

Denmark Square Limited T/A Money&Co. is a company registered in England whose registered address is 42 Bruton Place, London, W1J 6PA. Registered company number 08561817. Denmark Square Limited is authorised and regulated by the Financial Conduct Authority (FCA) under an Interim Permission to conduct consumer credit and loan-based crowdfunding activities. The company is identified on the FCA Interim Permission Consumer Credit Register under Reference Number 661241. VAT number 191 3444 11. Money&Co. is a member of the UK Crowdfunding Association

14 CONTACT

You can contact Money&Co. by using the 'Contact' form, or by phone: 020 3143 4000, or by post to Money&Co. Customer Services, 42 Bruton Place, London W1J 6PA.


Money&Co. Forum Rules (v1/2014)

1 Money&Co. provides a Forum so that borrowers and lenders may connect and requires that all users do so in a responsible and respectful way. Opinions and information posted on the Forum do not represent the views of Money&Co. These Forum rules form part of moneyandco.com's terms of use.

2 Money&Co. does not monitor or edit content posted by users but may without notice remove any posts at any time, and for any reason, and may identify you in response to a court order or threat of legal action.

Borrowers please note that any statements you make or information you post to the Forum are as important as any other information you provide in the hope of receiving a Loan. Under your Loan Agreement inaccurate or misleading information gives Money&Co. the right to require early repayment of your Loan monies.

Lenders please note that Money&Co. will not independently check the content of any posts on the Forum. Lenders rely on them at their own risk.

3 You must ensure that all material you post to the Forum is accurate, complete, up-to-date and not misleading.

4 You must not make personal attacks on others, tell lies, or use offensive, defamatory or abusive language.

5 You must not post the personal details of others without their written consent.

6 You must not post any advertising or marketing material of any kind.

7 You must not post anyone else's copyright or trademark material without their written consent.

8 Money&Co. has the right to use, copy, publish, modify, distribute and store material posted on the Forum. Money&Co. has the right to disclose your identity to any third party who claims that any material posted is defamatory or breaches their intellectual property or privacy rights.

9 To report violations of these Forum rules and to obtain further information contact Money&Co. using the 'Contact' form, or by phone: 020 3143 4000, or by post: Money&Co. Customer Services, 42 Bruton Place, London W1J 6PA.

Money&Co. Privacy Policy (v1/2014)

Moneyandco.com is owned and operated by Denmark Square Limited (registered number 08561817) trading as Money&Co., registered address 42 Bruton Place, London, W1J 6PA. Denmark Square Limited is the data controller for the purposes of the Data Protection Act 1998 and is registered with the Information Commissioner's Office under number ZA040147. Denmark Square Limited is authorised and regulated by the Financial Conduct Authority (FCA) under an Interim Permission to conduct consumer credit and loan-based crowdfunding activities. The company is identified on the FCA Interim Permission Consumer Credit Register under Reference Number 661241.

1 INTRODUCTION AND YOUR CONSENT

1.1 This privacy policy sets out Money&Co.'s practice and your rights regarding your personal information. By using moneyandco.com you agree to the terms of this policy.

1.2 You should check this page each time you use moneyandco.com because by continuing to use moneyandco.com you agree to any changes Money&Co. has made since your last visit. If Money&Co. makes major changes to the policy Money&Co. will notify you by pop-up the next time you log in to moneyandco.com.

1.3 If you are a director or member who initiates a borrower Loan application you may provide your own biographical details in support of the application and you consent to these details being displayed on moneyandco.com. If you submit personal information relating to other individuals, Money&Co. will rely on your having their written consent to their information being submitted and processed in accordance with this policy.

2 INFORMATION COLLECTED BY MONEY&CO.

Information you give Money&Co.

2.1 Money&Co. will collect, process and store information about you when you register and complete forms on moneyandco.com, communicate with Money&Co., browse moneyandco.com, post material to the Forum or otherwise submit information in support of a Loan application or relating to an Auction.

2.2 Technical information

Money&Co. will collect the following information in respect of your use of moneyandco.com:

2.2.1 your IP address.

2.2.2 the number of pages you visit on moneyandco.com.

2.2.3 how long you spend on each page of moneyandco.com.

2.3 Third party information

Money&Co. may collect information about you from third parties to verify your identity and for fraud prevention. Money&Co. collects information about lenders' and borrowers' (including their directors', shareholders' and/or members') identity and credit history/score from credit reference agencies (currently Experian). Money&Co. works with third parties such as sub-contractors in technical functions, payment processing and loan enforcement and may also collect information about you from them.

3 Use of your information

3.1 Your information will enable Money&Co. to:

3.1.1 allow you access to moneyandco.com.

3.1.2 check credit history/scores, review applications and apply a borrower Risk rating where applicable.

3.1.3 check the identity of lenders, borrowers, directors and shareholders of borrower companies and members of LLPs.

3.1.4 run Loan Auctions.

3.1.5 set up and manage your Money&Co. Account.

3.1.6 contact you about your use of moneyandco.com or your Money&Co. Account, give notice of important changes or request your views on Money&Co.'s services.

3.1.7 use and analyse the information collected to administer, support and develop moneyandco.com services.

3.1.8 keep Money&Co.'s records up to date.

3.1.9 try to identify illegal activities and ensure regulatory compliance.

3.1.10 administer and enforce repayment of Loans.

3.2 Money&Co. may use your information to contact you periodically with details of products and services. In addition, and only where you have given Money&Co. permission to do so, Money&Co. may pass your information to selected third parties for marketing purposes. If you wish to withdraw your permission to either of the above, you can inform Money&Co. using the 'Contact' form, or by phone: 020 3143 4000, or by post: Money&Co. Customer Services, 42 Bruton Place, London W1J 6PA.

4 Disclosure of your information

4.1 Money&Co. will provide the personal information you supply to Experian or other credit reference agencies for the purposes described in this policy. You agree to the following statement:

"Money&Co. may undertake a search with Experian for the purposes of verifying my identity. To do so Experian may check the details I supply against any particulars on any database (public or otherwise) to which they have access. They may also use my details in the future to assist other companies for verification purposes. A record of the search will be retained."

4.2 Moneyandco.com allows potential lenders to view borrowers' names and loan requests, but only registered users to view borrowers' accounts filed at Companies House for the previous three years, the company profile provided by each borrower and, in some cases, a biographical summary of a borrower's director(s) or member(s).

4.3 If a borrower misses a payment or otherwise defaults, Money&Co. may provide the borrower's details to recovery agents to enforce repayment and to Experian or other credit reference agencies. This may adversely affect the borrower's ability to obtain credit in future.

4.4 Money&Co. may provide your personal information to public authorities, law enforcement and fraud prevention agencies and may collect and process personal information about you from these authorities and agencies.

4.5 Money&Co. may transfer or disclose your personal information to Money&Co.'s professional advisers or to others as Money&Co. considers reasonably necessary or desirable for the administration of moneyandco.com and the Loans or as required by law. Unless you have given your consent, Money&Co. will not disclose or sell your information outside Money&Co.'s corporate group, except in connection with a joint venture or the proposed sale of the whole or part of Money&Co.'s business.

4.6 Your personal information will be held on Money&Co.'s computers and may be accessed by or transferred to Money&Co. staff, and/or third parties who provide support services to Money&Co. These may be located outside the European Economic Area where there may not be strong data protection laws, but Money&Co. will ask third parties to agree to use your information in accordance with this policy.

5 Cookies

5.1 Cookies are small amounts of information which Money&Co. stores on your computer. Cookies collect information about you to make it easier for you to log on and use moneyandco.com in future. You may set your browser to reject cookies (please see further information here: (www.aboutcookies.org), but you may then not be able to use certain features of moneyandco.com.

5.2 The cookies used on moneyandco.com are:

5.2.1 Strictly necessary cookies required for the operation of moneyandco.com. They include cookies that enable you to log into secure areas, use online payment services or, if you are a lender, to create a basket of potential Loan Bids.

5.2.2 "Session ID" cookies used to recognise you when you return to moneyandco.com in order to personalise website content.

5.3 Session ID cookies set by Money&Co. will not expire but you can clear these cookies using your browser or device settings.

6 Security

6.1 Money&Co. employs technical security measures to protect your information, including encrypting data on Money&Co.'s secure pages. You are responsible for keeping your password confidential and must log out after every visit to moneyandco.com.

6.2 The transmission of information over the internet is not secure. Although Money&Co. will take steps to protect your personal information, it cannot guarantee its security. You accept the risk of using the internet and that Money&Co. is not responsible for any breach of security unless Money&Co. has been negligent or broken data protection law.

7 Access to information

You are entitled to see a copy of the personal information Money&Co. holds about you on paying a small administrative fee. You may also ask Money&Co. to make any changes necessary to ensure that any personal information held is accurate and up to date.

8 Contact

All comments, queries and requests relating to Money&Co.'s use of your information are welcomed and should be addressed to: Money&Co. Data Controller, 42 Bruton Place, London W1J 6PA, or by using the 'Contact' form.

Money&Co. Loan Terms (v1.2/2016)

These Terms apply to Loans made or held by Lenders through moneyandco.com.

They form part of the Loan Agreement executed by the Borrower, which refers to them.

Money&Co. acts as the agent for the Lenders.

1 THE LOAN

1.1 Money&Co. holds the Loan funds provided by each Lender. Once Money&Co. is satisfied that the requirements in the Loan Agreement have been completed and that nothing has occurred which would be a Default under these Terms, Money&Co. will send the Loan proceeds to the account details supplied by the Borrower.

1.2 The Borrower's liability to repay the Loan proceeds, with interest, is owed jointly to all the Lenders, and, in respect of each Lender's Loan, severally to each Lender.

1.3 Money&Co. will retain from the Loan any amount required to repay an existing Money&Co. loan with interest and charges, or any separate loan which is being refinanced.

1.4 If the Borrower's Profile in the Auction says that the Loan is for the purchase of an asset or a business, the purchase must complete before or simultaneously with the release of the Loan and special arrangements will be made for the Loan to be drawn.

1.5 No amount repaid may be redrawn.

2 INTEREST

2.1 The Borrower will pay interest monthly in arrears, at the Interest Rate on the balance of the Loan.

2.2 Interest is calculated daily on a 365 day year, both before and after demand or court order. Interest is applied and compounded on each Monthly Payment Date and on final repayment of the Loan.

3 FEES AND COSTS

3.1 The Borrower will pay, in advance if required, but in any case when requested, to Money&Co. or direct to Money&Co.'s solicitors and, if property is to be charged, valuers, their fees for taking the Debenture and taking and valuing any other security. These fees are not returnable if the security is not completed and the Loan not made for any reason.

3.2 The Borrower will from time to time pay Money&Co.'s fees.

3.3 The Borrower will pay on demand all costs incurred by Money&Co. in the release of any security (direct or indirect) or in connection with any default or potential default under this Agreement or the enforcement of any Guarantee, Debenture or other security, including:

3.3.1 preserving, defending or enforcing the Lenders' and Money&Co.'s rights.

3.3.2 communicating with the Borrower, if the Borrower is in default or has notified Money&Co. of a potential default.

3.3.3 professional and other advisers' fees and costs.

3.4 All fees and charges are quoted exclusive of VAT, which will be added at the standard rate (where applicable).

4 PAYMENTS AND SET-OFF

4.1 The Borrower will make the Monthly Payments from the Borrower's bank account on each Monthly Payment Date. The Borrower must immediately tell Money&Co. if the Borrower's bank account details change.

4.2 A payment due on a non-business day, will be payable on the next business day. A business day is a weekday other than a national holiday.

4.3 All payments must be made without set-off and without any deduction on account of any tax, duty or other charge, unless a deduction is required by law. If a deduction is required by law, the Borrower will increase the payment so that each Lender receives the amount due before the deduction.

4.4 Money&Co. may apply any payments received to reduce any amounts owed by the Borrower as Money&Co. decides.

5 EARLY REPAYMENT

5.1 The Borrower may repay the whole (but not part only) of the balance of the Loan outstanding on a Monthly Payment Date, by giving at least one month's notice to Money&Co.. Money&Co. will then calculate the balance and interest to the Monthly Payment Date on after the expiry of the notice and inform the Borrower. The Borrower must then pay the total due by that Monthly Payment Date.

5.2 If full payment is not made then the Monthly Payments must continue to be made on each Monthly Payment Date.

6 UNDERTAKINGS BY THE BORROWER

6.1 Without Money&Co.'s consent, the Borrower:

6.1.1 will not borrow or continue borrowing from anyone else or enter into or continue any leasing arrangement or factoring or invoice discounting of debts or any other arrangements for obtaining finance of more than 10% of the original Loan amount.

6.1.2 will not give any security to anyone else.

6.1.3 will not make any significant change in the nature of its business.

6.1.4 will not pay more than 75% of its profit after tax in any financial year by way of:

  • dividend to shareholders or (with a limited liability partnership (LLP)) distributions to members.
  • repayment of any capital or loans provided by Directors or shareholders or (with a LLP) members.

6.2 The Borrower must only use the Loan for the purposes of the Borrower's business.

7 DEFAULT

If any of the following occurs (a Default):

7.1 Payment in full is not made after a Monthly Payment is missed.

7.2 The Borrower is in breach of any other term of the Agreement.

7.3 Any information provided by the Borrower, or the Borrower's answer to a question on the moneyandco.com Forum, is false or misleading.

7.4 The Borrower is in breach of any term of the Debenture or any other security provided or any Guarantor is in breach of the Guarantee or any security provided.

7.5 A court order is made against the Borrower or any of the Borrower's assets are affected by (i) any security being enforced or a receiver appointed or (ii) any court order or procedure to attach or take possession of them.

7.6 The Borrower proposes a Voluntary Arrangement with its creditors or is affected by a resolution or application for liquidation or administration or the start of insolvency proceedings or notice is given of intention to appoint an administrator, or an administrator is appointed.

7.7 A Guarantor dies or becomes bankrupt or goes into administration or liquidation.

7.8 There is a change of control of the Borrower.

Money&Co. may then demand and the Borrower will immediately pay all the balance of the Loan outstanding with interest to the date of payment and all other sums payable by the Borrower under the Loan Agreement or the Debenture and any other security.

8 CONSENTS, NOTICES AND DEMANDS

8.1 All consents, notices and demands must be in writing.

8.2 Money&Co. may deliver a notice or demand to the Borrower by placing a message on the Borrower's area of moneyandco.com or by email or post to the contact details last known to Money&Co. or to the Borrower's registered office.

8.3 A notice or demand by Money&Co. will be effective at the time of placing the message on the website or sending an email or on the second business day after posting.

8.4 A notice from the Borrower to Money&Co. must be sent by email to credit@moneyandco.com, or by post to Money&Co. Customer Services, 42 Bruton Place, London W1J 6PA and must quote the Borrower's Loan reference. Notices to Money&Co. will be effective on receipt.

9 DISCLOSURE OF INFORMATION AND TRANSFERS

9.1 Money&Co. may give to anyone any information about the Borrower, the Loan Agreement or any associated security in connection with any proposed transfer of the Loan Agreement.

9.2 Money&Co. or all of the Lenders together may transfer or allow any person to take over any of their rights and duties under the Loan Agreement, the Debenture and any associated security. Individual Lenders can only transfer their part of the Loan (or units of it) through the moneyandco.com Marketplace. References to the Lenders and Money&Co. in the Loan Agreement include their successors.

9.3 The Borrower may not transfer the benefit of the Loan Agreement.

10 NON-WAIVER

If Money&Co. does not enforce any of the Lenders' rights under the Loan Agreement, it does not mean that Money&Co. will be unable to enforce that right again in future.

11 LAW AND JURISDICTION

11.1 The Loan Agreement is governed by English law and the English courts have exclusive jurisdiction.

11.2 For the benefit of the Lenders and Money&Co., the Borrower irrevocably submits to the jurisdiction of the English courts and irrevocably agrees that a ruling in those courts will be conclusive and binding on the Borrower and may be enforced against the Borrower in the courts of any other jurisdiction.

Money&Co.

Loan Agreement (v4/2016)

www.moneyandco.com

Date: Do not date. Money&Co will insert the date

PARTIES

You, the Borrower:

Registered No:

Your Loan reference:

Money&Co: Denmark Square Limited trading as Money&Co.

Lender: The provider of the Loan whose details are held by Money&Co.

Money&Co.'s Loan Terms form part of this Agreement and are available to be read online or printed.

To access the Loan Terms go to www.moneyandco.com/terms

Money&Co. acts as the agent for the Lender.

 

  1. AGREEMENT FOR THE LOAN

1.1 The Lender acting through Money&Co. is making a Loan to you on the following terms:

Loan: [amount]

Term: [term - one to five] year(s)

Interest Rate: [insert %]

Money&Co. Arrangement Fee: [X% of the Loan]

1.2 Monthly Payments: [number] monthly payments of [X amount]

Monthly Payment Date: 1 month after Money&Co. sends you the Loan monies and then on the same day in each month until the total amount has been repaid.

You will repay the Loan monies to Money&Co. as agent for the Lender, over the Term, with interest at the Interest Rate, by the Monthly Payments, to be made on each Monthly Payment Date. Money&Co. will tell you the date the first payment is due when sending you the Loan monies. Payments must be made from your bank account.

1.3 The Money&Co. Arrangement Fee, and the amount required to repay any existing loan, will be deducted from the Loan monies.

  1. REQUIREMENTS FOR DRAWING THE LOAN MONIES

2.1 Money&Co. will send the Loan monies to your account when Money&Co. has received and is satisfied with:

2.1.1 this Agreement and Money&Co.'s standard Debenture, duly executed and registered.

2.1.2 any Guarantees, Legal Charge or Group Debenture (duly executed and registered) that you offered in the Auction process and a report on title and valuation of any land to be charged from Money&Co.'s approved solicitors and valuers.

2.1.3 the documents/information required by Money&Co. to comply with its borrower identity requirements.

2.1.4 any other information or documents Money&Co. reasonably requires.

2.2 The offer of the Loan monies will expire if the above requirements are not completed within 6 weeks from the start of the Auction you requested. In exceptional circumstances, Money&Co. might be able to extend this period.

  1. COMMUNICATIONS AND ENFORCEMENT

The Lender will not have any power to communicate with or take direct action against the Borrower. The Lender irrevocably agrees to rely on the actions taken by Money&Co. on behalf of the Lender.

If the Borrower is a company*:

 

Director

Executed and Delivered as a deed by

Print name

the Borrower

Director/Secretary

Print name

*In the presence of:

Witness name: Print name

Witness signature:

Address:

*A witness is required if the Borrower is a company with only one director and no secretary

If the Borrower is a LLP:

Member

Executed and Delivered as a deed by

Print name

(the Borrower )

Member

Print name

Signed for Money&Co. as agent for the Lender

Print name, company, and authority