INVESTOR TERMS AND CONDITIONS

• where he/she is a living person that he/she is at least 18 years old,
• he/she/it has full capacity and authority to accept these Conditions and enter into the Contract (without the need for the Companies to make any further enquiries of the Investor),
• he/she/it has full power and authority to carry out the actions contemplated under the Contract,
• he/she/it will perform his obligations under the Contract exercising all reasonable care and skill, and
• he/she/it shall use the Simple Crowdfunding Platform only for legitimate and lawful activities and not as part of (directly or indirectly) any unlawful activities.

• the Investor and the Fundraiser knew each other in an investment context prior to dealing with each other through the Companies; and
• the Companies have consented to such transaction (such consent not to be unreasonably withheld upon receipt of satisfactory evidence pertaining to the matters in 14.1 above).

• In the event that an Investor has a complaint about either Company they should address it in writing to [email protected] . If your complaint refers to ShareIn, we may pass the complaint to ShareIn to deal with you directly. You may request a copy of our Complaints Handling Procedures at any time. If we are unable to resolve the complaint to your satisfaction, you may have rights to refer the complaint to the Financial Ombudsman Service. Further information about the Financial Ombudsman Service is available at www.fos.org.uk.
• Investments made through this platform are not covered by the Financial Services Compensation Scheme guarantee. Before your money is invested or once the proceeds of investments are returned, it will be held by ShareIn in a segregated client bank account and subject to the separate protections applicable to credit institutions and banks. Should your money be held by Focus 2020 it will also be held in a segregated client bank account and subject to the separate protections applicable to credit institutions and banks.
• In the event of our insolvency, ShareIn will continue to hold your money pending investment but will not facilitate any new investments. ShareIn will notify you of changes to reporting requirements in any such event.
• Further details of the application of the Financial Services Compensation Scheme, including details of eligibility, are available at www.fscs.org.uk.

• If you are accepted as an Investor, we will send you details of the bank account into into which your money should be paid.
• You will not receive interest on any sums that we hold or arrange to be held for you pending investment.
• Where we hold money for you, it will either be held by the Money Recipient or by Focus 2020. In each case the money will be segregated from our own money and will be held in accordance with the FCA’s client money rules.
• You will not be able to instruct withdrawals in respect of funds pledged by you to an investment, unless that pledged is cancelled. Pledges can only be cancelled within 14 days of the date of pledging.

• Except and unless:
  • all shares issued and allotted following the fundraise are of one class only, and ,
  • the investors introduced though the Simple Crowdfunding platform, excluding any such shareholders who are connected to the Fundraiser, can exercise 51% or more the voting shares,
  then the Fundraiser will have a new Shareholder Agreement put into place on or before Completion.
• Where Conditions 25.1.1 or 25.1.2 do not apply and this is highlighted on the Simple Crowdfunding Platform, then before a Fundraiser is allowed to complete the raising of any funds from Investors via the Simple Crowdfunding Platform, the current shareholders and executive directors of the Fundraiser must enter into the new Shareholder Agreement in advance of Completion. All of the Investors must also then enter into the new Shareholder Agreement at the time of Completion.
• Each Investor will be required to authorise Simple Crowdfunding to enter into the new Shareholder Agreement on the Investor’s behalf at Completion where Conditions 25.1.1 or 25.1.2 above do not apply. This new Shareholder Agreement is designed to regulate the relationship between the Fundraiser, its shareholders (including all of the Investors) and its directors going forward in accordance with fair and reasonable terms (guidance on which is available on the Simple Crowdfunding Platform). Although it is not a legal requirement for an Investment that there be a new Shareholder Agreement put in place, without one, there is limited formality over the relationship between Investors and the Fundraiser. Where a new Shareholder Agreement is to be put in place then an additional fee may be payable by the Fundraiser to Simple Crowdfunding in accordance with the ‘Simple Crowdfunding’ fees that are published from time to time on the Simple Crowdfunding Platform (plus VAT as applicable).
• The Investor acknowledges that where the new Shareholder Agreement is to be entered into as part of an Investment by the Investor (and/or others) in a Fundraiser, then:
  • the Investor shall promptly read the relevant new Shareholder Agreement (that will be published on the Simple Crowdfunding Platform) and the summary of it before the relevant completion of the fundraise of the Fundraiser, and
  • it is open to the Investor to take separate professional advice (eg tax, accounting, legal and/or investment specialist) before making an Investment if the Investor is not sure of any of the terms of the new Shareholder Agreement or other documentation.
  Please note that a new Shareholder Agreement being put in place is not and should not be a substitute for an Investor carrying out due diligence checks on the Fundraiser. Furthermore if an Investor wishes to obtain further investor rights beyond those contained in the relevant Articles of Association and/or new Shareholder Agreement (eg the right to have a seat on the board of directors of the Fundraiser) then the Investor can always contact the Fundraiser directly to negotiate this. The investor must notify Simple Crowdfunding before this occurs.

• All loan applications will be subjected to four levels of assessment:
  • Stage 1: An initial review is conducted using the data and information submitted via a Borrower Application Form. If the application does not fit our credit policy it will be declined and the applicant Borrower advised. If the application satisfies the initial review it proceeds to the next stage.
  • Stage 2: A telephone call is made by us to the applicant Borrower to discuss the application. If we are satisfied with the call the application progresses to the next stage.
  • Stage 3: A meeting is arranged with the applicant Borrower to assess the people behind the proposal and to collect any further information which may or may not support the application. If we are satisfied with the information provided, the application proceeds to the next stage.
  • Stage 4: The application will undergo a final review and a decision will be made to either support or decline the request.
• We will provide you with information supplied by the Borrower and core information obtained by us about the Borrower. All documentation provided is for guidance only – it does not constitute advice or a recommendation by us and you must come to your own conclusion in relation to the perceived level of risk you would take by lending. Whilst we will endeavour to assess all aspects of an application ultimate responsibility as to whether to lend or not lies with you.
• Investors will review the Borrower’s application and place an offer of funding (a “pledge”, which is subject to the minimum pledge amount of £1,000 or such amount as we may advise on the Platform from time to time.
• At the time you make a pledge, you must indicate your consent to be bound by the terms of the Loan Agreement with the Borrower. The Loan Agreement comprises Loan Terms and Conditions, which apply to all loans to that Borrower, and a Pledge Sheet, which describes the specific terms between you and the Borrower (for example, as to amount). The Loan Agreement shall only come into force if your pledge is successful on our electronic system, as described below.
• Pledging is made on a ‘first-come-first-served’ basis. The pledges will be received and determined in chronological order of receipt on our electronic system (subject to Simple Crowdfunding’s right to reject pledges at its absolute discretion). If sufficient pledges have already been received into our electronic system in relation to a particular Borrower, your pledge will not be successful.
• The Borrower’s minimum borrowing requirement must be achieved from all Investor pledges as a condition to the Borrower entering into the Loan Agreement with you.
• Once the Borrower’s minimum borrowing requirement is achieved and all conditions relating to the loan have been met by the Borrower, the pledge process is closed on our system, and the Loan Agreement shall become effective. We will notify you if your pledge has been accepted.
• Once you have made a pledge, it cannot be withdrawn and your loan commitment shall be paid to the Borrower unless:
  • the pledging process has resulted in an over-subscription and the lender’s pledge was not successful; or
  • the Borrower’s minimum borrowing requirement was not fully funded, in which case all pledges are cancelled; or
  • the Borrower declines the offer or fails to complete the loan.
  • Any money you have paid to us in connection with an unsuccessful pledge will continue to be held by us pending your instructions.

• The Security Trustee shall hold security provided by a Borrower on behalf of all Investors lending to the Borrower through the Simple Crowdfunding Platform.
• You may not take any action or commence any process against any Borrower in your own name but must act only through the Security Trustee which shall be entitled to act as provided for in these Terms and Conditions.
• You authorise Simple Crowdfunding and the Security Trustee, and we undertake, to exercise the rights, powers, authorities and discretions under or in connection with the Loan Agreement and the Security Documents on your behalf, together with any other incidental rights, powers, authorities and discretions.
• The Security Trustee will hold the benefit of any security created on trust for all the Investors lending to a Borrower in proportion to the amount they have lent.
• If we receive notification of a Default or Event of Default (as defined in any Loan Agreement) we shall promptly notify you.
• The Security Trustee may rely on any representation, notice or documents believed by it to be genuine, correct and appropriately authorised and any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
• The Security Trustee may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts, providing it has the means to pay for such services. The Security Trustee will consult with the relevant Investors regarding the method of underwriting such costs before any are incurred and in most circumstances, costs will be met by the relevant Borrower.
• The Security Trustee may act in relation to the Loan Agreement through its personnel and agents.
• The Security Trustee shall have absolute discretion in the exercise of any right, power or authority vested in it as Security Trustee and agent in accordance with the terms of the Loan Agreement and any Security Documents.
• The functions in this Condition 28.10 may be discharged by Simple Crowdfunding or the Security Trustee. The functions will generally be discharged by Simple Crowdfunding, but may be discharged by the Security Trustee in the event that either the action needs to be taken by the Security Trustee as the legal holder of security or where the Security Trustee takes over responsibility for administration of loans pursuant to Condition 29 (Living Will). Simple Crowdfunding and the Security Trustee may act or, where it considers it to be in the best interests of all Investors lending to a particular Borrower, refrain from acting in respect of:
  • day to day management of the loan including, without limitation, dealing with drawdown notices, certificates of compliance and the provision of financial information from the Borrower in accordance with the Loan Agreement;
  • answering any questions raised by the Borrower;
  • administration relating to late payments due under the Loan Agreement by the issuing of standard letters; and
  • amending the terms of the any documents providing such amendments are not to the interest rate payable, the term of the loan, the repayment schedule or the security to be granted.

• In the event that Simple Crowdfunding becomes or appears likely to become insolvent, it shall cease to offer new loans for investment and the Security Trustee shall become responsible for the administration and winding up of existing loans.
• All rights (including rights to fees and rights to enforce loan agreements) and obligations pertaining to Simple Crowdfunding under these Terms and Conditions and any Loan Agreements and Security Documents shall attach to and be exercisable by and against the Security Trustee upon the Security Trustee providing you, the Borrower and any other relevant parties with written notice of the same.

• When requested by us, you must transfer your pledged amount to the account described in Condition 22, where it will be held until required for drawdown by the Borrower.
• Once the Loan Agreement and Security Documents are executed and received by Simple Crowdfunding from both Investors and Borrower, and relevant arrangement fees paid by the Borrower, the loan will be drawn down and transferred to the Borrower’s bank account.
• As part of the on-boarding process, you will be given details of how to transfer funds into the client account where money is held on your behalf by ShareIn. We will only transfer funds back to the bank account from which they came except by special arrangement and having first satisfied ourselves that the reasons for the request are reasonable and legal.

• No fees are payable to register as an Investor or to pledge. There may be a fee to contribute to a loan application in consideration of payment transaction fees. All costs in relation to the credit assessment process are paid by the Borrower and are described on the Simple Crowdfunding Platform.
• We may introduce Investor fees for our services over time as the service develops. Any such fees will not apply to existing loans you hold through us and will be disclosed to you as part of the investment process.

• Interest rates are fixed at the outset and remain for the term of the loan.
• The interest rate is advised by the Borrower. Interest rates may change from time to time in line with market conditions and current rates. Any change in interest rates will not affect loans already drawn down or in the process of review.
• Interest on each lender’s pledged amount will be earned from the date the loan is drawn down and not from the date the pledging has closed.

• We will receive interest and capital payments along with any applicable fees from each Borrower into an account referred to in Condition 22 and pay the interest and capital to you. The repayment schedule is set out in the Loan Agreement.
• Only amounts remitted by Borrowers will be credited to your account; if a Borrower’s repayment is missed then no funds will be allocated to your account until such time as it is received.
• Funds accumulated in your account will be remitted to your nominated UK bank account upon receiving your instructions.
• All repayments in respect of interest will be made on a gross basis i.e. without the deduction of income tax.

• Lending money comes with its risks and you acknowledge that whilst we will make every reasonable effort to collect missed payments and to ensure full repayment there will be cases where this is not possible.
• Where a Borrower misses a payment or makes only a partial repayment, we or an agent acting on our behalf, will contact the Borrower to collect the due payment.
• If within a reasonable period of time the overdue payments are not made we will refer the case to a debt collection agency. All additional fees incurred in the recovery of any arrears will be payable by the Borrower.
• If the Borrower falls two or more months in arrears or Simple Crowdfunding becomes aware of circumstances whereby there is a material risk that the loan will not be repaid, then the loan will be in default and we can instruct a debt collection agent to collect the whole loan amount.

• If the debt collection agency has failed to collect the loan outstanding, Simple Crowdfunding or the Security Trustee will enforce any security held to secure the loan unless we do not believe this to be in your interests in the circumstances.
• Where there is security in support of a loan you accept that the enforceability of the security shall be on the basis of normal legal risks, challenges and limitations that you may face.
• You acknowledge that there is a risk of losing amounts loaned, and subsequent interest, if a Borrower fails to keep up repayments.
• We perform an intermediary role in making loans available to you and collecting repayments. By acting on your behalf you acknowledge that we accept no liability for any outstanding Borrower payments. You also acknowledge that we will not be liable to the Borrower or responsible for your obligations under the Loan Agreement.

• If you no longer wish to be an Investor, and you have no loans currently outstanding, then you inform us and we will archive your details
• If you have outstanding loans you can either:
  • let the loans run to their maturity date, or
  • assign your loan(s) to other Investors but only if other Investors can be found. A fee will be payable to cover the administrative cost of this exercise.
• We may also terminate your participation as an Investor in respect of new loan applications for any reason. This may, but not exclusively, include:
  • any breach by you in these Terms and Conditions or Loan Agreement
  • you are suspected of committing fraud, money laundering or other criminal activities
  • any activity which could bring our reputation and that of other Investors into disrepute

• If you subscribe to an ISA you may not subscribe to another Innovative Finance ISA in the same UK tax year with another provider.
• You are responsible for ensuring that you are eligible to subscribe for an ISA, and how much you can subscribe in any particular UK tax year. Please ensure that you do not exceed your maximum allowance in any relevant tax year. If you do, we will have to hold some of your investment outside of an ISA wrapper.
• The minimum investment and account balance for your ISA is set out in Part C. Your ISA may comprise a combination of either (a) and (b) below or (b) only:
  • an initial subscription of such amount as does not exceed the maximum allowance in the relevant tax year;
  • the transfer of all or part of your existing ISA(s) from another ISA manager(s) in cash.
• Because the rules on taxation can change, we cannot guarantee that the UK tax treatment of your ISA will continue during the lifetime of your investment. If you are uncertain about this or any aspect of how an investment may relate to your tax position, please seek professional advice.
• You can make a lump sum and/or, monthly payments to your ISA through your online account.
• All applications to the ISA are accepted on a rolling basis, which means that if you wish to subscribe in subsequent tax years you may not have to re-apply for a new ISA using your online account. This is an optional arrangement and you are under no obligation to make further investments with us. Provided you make a subscription to your account each consecutive tax year and the basis on which you pay your adviser remains the same, you may not need to complete a new application as your original application may remain valid.
• We will satisfy ourselves that any person to whom we delegate any of our functions or responsibilities to you is competent to carry out those functions and responsibilities.

• Where cash is held in your ISA, no interest will be paid to you on this money. There is no requirement for you to inform HMRC of the interest received or tax charge made on any cash held in your ISA.
• We will notify you if your account or investments in it cease to be eligible to be held in an ISA for any reason.

Our fees will be taken directly from your ISA and will not be taken from any other account we hold for you. Fees relating to your ISA are displayed on the Simple Crowdfunding platform.

• You may withdraw cash from your ISA (in which case it will lose its ISA status, unless Condition 40.5 applies) by making a request via your Online Account.
• You may also be able to sell your P2P Loans for cash pursuant to the Lender Terms and Conditions and withdraw that cash from your ISA (in which case it will lose its ISA status, unless Condition 40.5 applies).
• We will pay any cash sums (subject to the deduction of fees, if any) out of your ISA account to you within such reasonable time as you stipulate, provided that the withdrawal process may take up to 30 days from the later of the date you sell your rights under the relevant peer-to-peer loan and the date you notify us of the withdrawal request. If you stipulate a period of less than 30 days, we will try, but cannot guarantee that we will be able to accommodate your request.
• You may request for your peer-to-peer loans and cash to be held by us outside the ISA wrapper at any time, but you can only transfer cash, rather than peer-to-peer loans, to another financial services provider.
• The ISA is a “flexible ISA”, which means you may, in the same tax year, replace, in whole or part, cash (but not peer-to-peer loans) you have withdrawn from the ISA pursuant to Condition 40.1 or 40.2, without the replacement counting towards your annual subscription limit.

• We will accept the transfer of all or part of your existing ISA from another ISA manager in cash.
• Transfers in will only be accepted from an account in your name where you have applied to transfer through your online account. You are responsible for ensuring that the value of your current ISA stated in the transfer authority form is correct as at the time that you complete it.
• The transfer process will begin on the date on the transfer authority form or the date you stipulate for us to begin the transfer process, whichever is later. We will then send your request for the transfer of money in your existing ISA to your existing ISA provider together with confirmation that we will accept the ISA transfer, within 30 days of receiving your transfer authority form. We will not be responsible for any loss or delay caused in the transfer or payment of proceeds to us where this is due to something we cannot reasonably control.

• You may transfer cash, but not your rights under peer-to-peer loans, from your online account. We will transfer the cash sum (subject to deduction of fees, if any) to another ISA manager that accepts the transfer within such reasonable time as you stipulate, provided that the transfer process may take up to 30 days from the later of the date you sell your rights under the relevant peer-to-peer loans and the date you notify us of the transfer request. If you stipulate a period of less than 30 days, we will try, but cannot guarantee that we will be able to accommodate your request. You may be liable to pay the fees and charges of third party administrators and/or custodians arising from any transfer.
• When we transfer the cash realised from liquidating your ISA to another ISA manager, all rights and obligations of the parties to the ISA are transferred with it to the new manager. Your new ISA manager may require you to complete a transfer application form.
• We may use a third party ISA transfer specialist to process a request from you to transfer your ISA to another ISA manager. You consent to us sharing your details with the ISA transfer specialist for the purpose of effecting the transfer of your ISA.

• In the event of your death then, unless the ISA is to be transferred to your spouse, ISA tax exemptions will no longer apply. Any interest or gains in respect of investments that arise after the date of death to the date of closure will not be exempt from tax.
• When we receive notification of your death and the ISA is not to be transferred to your spouse, we will close your Innovative Finance ISA account and we will transfer any P2P loans and cash to your executors or on their instructions. We will hold such assets outside of your ISA account pursuant to the Investment Terms and Conditions.
• We may require a grant of probate or letters of administration before releasing any monies in your account to your executors.
• Your Innovative Finance ISA account will be valued for probate as at the death and dealt with as instructed by your executors.
• We may support the setting up of an Innovative Finance ISA based on additional permitted subscriptions (within the meaning of the ISA Regulations) for your spouse.
• In the event of your bankruptcy, ISA tax exemptions will no longer apply from the date on which a trustee is appointed to manage your estate.
• When we receive notification of your bankruptcy we will close your Innovative Finance ISA account and transfer any loans or cash into a non-ISA account in the name of the trustee.
• Whilst you are bankrupt, your trustee will have the authority to request that we sell your loans and/or send monies in your account to them.