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This version is dated 10 September 2019
These terms and conditions (“Conditions”) apply to each person who registers as an “investor” on
the ‘Simple Crowdfunding’ website at www.SimpleCrowdfunding.co.uk
(the “Simple Crowdfunding
Platform”) as part of considering and/or making equity investments in or P2P loans to the
companies (fundraisers) raising funds (“Investees”) that are listed on the Simple Crowdfunding
Platform (each such person an “Investor”).
Simple Crowdfunding is a trading name of Simple Property Ltd (“Simple Property”) and Focus 2020
Ltd (“Focus 2020”). Simple Property facilitates the making of equity investments and Focus 2020
facilitates the making of P2P loans. Simple Property and Focus 2020 are referred to in these
Conditions as the “Companies” and a reference to a “Company” is to the relevant one of them. You
will contract with the relevant entity or entities in respect of your use of their respective services.
Focus 2020’s registered office is HQS Wellington, Temple Stairs, London, WC2R 2PN and Simple
Property’s registered address is 28 Spinis, Bracknell, RG12 8XA. Focus 2020 Ltd is authorised and
regulated by the Financial Conduct Authority. Simple Property Ltd (Firm Reference Number 747022)
is an Appointed Representative of Share In Ltd “ShareIn” (Firm Reference Number 603332), which is
authorised and regulated by the Financial Conduct Authority.
These conditions are set out in the following sections:
Part A contains provisions that are relevant to all services provided by both Companies
Part B contains provisions that are only relevant to equity investments provided by Simple
Part C contains provisions that are only relevant to P2P loans provided by Focus 2020
Part D contains provisions that relate to the holding of P2P loans in an ISA
Part A – Provisions that are relevant to all services
Definitions. The definitions in the table at the end of these Conditions apply to the whole
Applicable terms. To the fullest extent permitted by law, these Conditions prevail over any
inconsistent terms or conditions contained, or referred to, in any correspondence between
an Investor and the Companies, on the Simple Crowdfunding Platform, or implied by law,
trade custom, practice or course of dealing. No terms or conditions delivered with or
contained in an Investor’s correspondence with the Companies shall form part of the
Contract and the Investor waives any right which it otherwise might have to rely on such
terms and conditions. The headings in bold in these Conditions shall not form part of the
Contract, are for convenience only and shall not affect their interpretation.
Legally binding terms. These Conditions create legally binding obligations which, once
accepted by the Investor, form a Contract, which can be relied upon and enforced by the
Companies and/or their advisors against the Investor. Each Fundraiser shall also be entitled
to rely on these Conditions and enforce them against Investors as if they were a party to the
Contract. The Contract is binding upon the Investor and his successors and assignees. The
Investor agrees that the opportunity to invest funds via the Simple Crowdfunding Platform
is adequate consideration for this Contract.
ShareIn. Share In Limited (ShareIn) is a party to these Terms and Conditions in respect of
its role as Money Recipient.
Privacy, Cookie and Data Usage Policy acceptance. By accepting these Conditions, the
Investor acknowledges that the Investor has read, understood and agreed to in full and
without qualification the Privacy, Cookie and Data Use Policy.
the Investor acknowledges that the Investor has read, understood and agreed to in full and
Risk Warning Notice. By accepting these Conditions, the Investor acknowledges (i) that he
has read and understood all of the terms of the Risk Warning Notice and (ii) that the Investor
accepts the risks which have been highlighted in the Risk Warning
Investor Information. The Investor represents and warrants that (i) all Investor Information
provided by the Investor (during the registration process) is correct and accurate, (ii) such
Investor Information may be used by the Companies to comply with all applicable legal
requirements (eg anti-money laundering checks and compliance), (iii) such Investor
Information may be passed by the Companies to each Fundraiser in which the Investor
applies to make an Investment (to enable the Fundraiser to carry out its own checks and
ensure legal compliance), and (iv) the Investor shall promptly update, via the Simple
Crowdfunding Platform, any changes to the Investor Information to ensure that such
Investor Information remains correct and accurate.
Capacity of the Investor to accept these Conditions. The Investor represents and warrants
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
he/she/it has full power and authority to carry out the actions contemplated under
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.
Duration of Contract. The Contract created when the Investor accepts these Conditions shall
terminate automatically when the Investor ceases to be registered on the Simple
Crowdfunding Platform as an investor (for any reason). Notwithstanding such termination
of Contract, these Conditions shall remain enforceable by the Companies, its advisers and/or
Refusal of applications and de-registration. The Companies reserve the right (in their
absolute discretion) (i) to reject any application by any person to register on the Simple
Crowdfunding Platform as an Investor for any reason whatsoever, and (ii) to de-register (or
procure the de-registration) of the Investor from the Simple Crowdfunding Platform at any
time and for any reason. In each instance there shall be no compensation payable to the
relevant person/Investor and there shall be no right of appeal. Without prejudice to any
provision of the investment documentation that may result in the same, de-registration
pursuant to this Condition shall not, of itself, affect the Investor’s rights in respect of existing
investments held by the Investor at the time of de-registration.
Fundraiser Information is confidential. The Investor agrees to keep the Fundraiser
Information confidential and not to pass it or otherwise make it available to any third party
who is not a professional adviser of the Investor who is also bound by obligations of
confidentiality. This restriction shall not however restrict the Investor from passing such
information to other Investors, to the Companies or to any applicable court or legal officers
in connection with any legal proceedings.
No guarantees. No guarantee is given by the Companies or their officers or members that
any Fundraiser will be successful in raising funds via the Simple Crowdfunding Platform. No
guarantee is being given that the Simple Crowdfunding Platform will always be available
24/7. Finally, to the fullest extent permitted by law, the Companies or any of their respective
officers or members will not be liable for any delay by the Companies performing or failing
to perform their obligations hereunder if the delay or failure results from any cause or
circumstance whatsoever beyond their reasonable control, including any breach or nonperformance of these
Conditions by an Investor or any breach or non-performance of the
Fundraiser Terms and Conditions by a Fundraiser.
Off-Platform activity. If you or any person within your control conducts any investment
transaction with a Fundraiser whose details are provided to you in connection with a
transaction through the Companies, or an associate of such Fundraiser, then the relevant
Company shall be entitled to fees in respect of such transaction regardless of whether the
transaction was conducted through the Simple Crowdfunding Platform. If such a transaction
is completed without our consent, the relevant Company or Companies shall be entitled to
recover 125% of their then current standard fees for such a transaction as if it had been
conducted through the Simple Crowdfunding Platform. If such a transaction is completed
with the Companies’ consent, the Companies shall be entitled to recover their then current
standard fees for such a transaction as if it had been conducted through the Simple
Crowdfunding Platform. The Companies shall not apply a fee where:
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).
The Investor and the Fundraiser shall be jointly and severally liable for any fees incurred in
respect of a transaction concluded without the consent of the Companies.
Liability exclusions and limitations. No party (including, for the purposes of this Condition,
their respective principal, officers, members or advisers) shall, notwithstanding any implied
term of these Conditions, be liable to the other for the following Loss whether or not the
other party has been advised of the possibility of such Loss: (i) any indirect or consequential
loss; (ii) loss of revenue, business, profits, opportunity, interest or anticipated savings; (iii)
increased costs of working; (iv) loss of goodwill and reputation; or (v) Claims by third parties
(including without limitation by any Fundraiser). The aggregate liability of each party to the
other will be limited to the higher of (i) such sum which represents two times the pro rated
fees charged to the Fundraiser and actually paid to the relevant Company as part of the
Investor using the Simple Crowdfunding Platform during the last 12 month period; and (ii)
the sum of £1,000. The foregoing terms of this Condition shall not operate to as to exclude
or limit either Company’s liability in respect of: its obligations under the UK regulatory
system; the death of, or personal injury caused to, any person by negligence; fraudulent
misrepresentation; or any other liability which by law they cannot limit or exclude.
Variation. These Conditions may be amended from time to time only with the prior
agreement in writing or email by a director or other duly authorised signatory of the
Companies, provided that such amendment will not affect the Investor adversely in respect
of any investment already entered into.
No waiver. No delay or failure by either party in exercising or enforcing any of its rights or
remedies under the Contract will prejudice or restrict its rights, nor will any waiver of rights
by a party operate as a waiver of subsequent rights.
Severability. If any of the Conditions or other provisions of the Contract are found by any
court of competent jurisdiction to be void, illegal or unenforceable, such provision shall be
deemed to be deleted from the Contract but the remaining provisions of the Contract shall
continue in full force and effect insofar as they are not affected by any such deletion.
Assignment. The Contract is personal to the Investor. The Investor shall not assign, novate
or otherwise dispose of the Contract or any part thereof, or purport to do so, without the
prior consent in writing of the Companies. Each Company shall be entitled to assign, novate
or otherwise dispose of its rights under the Contract or any part thereof to any third party
by giving the Investor prior written notice of such assignment, novation or other disposal.
Regulatory matters and conflicts of interest. By accepting these Conditions and doing
business through either or both of the Companies, each Investor will become a client of the
relevant Company or Companies for the purposes of the rules of the Financial Conduct
Authority. We will also treat Investees as our clients, whose interests will often conflict with
those of Investors. It is our policy to act as a non-advisory intermediary between Investors
and Investees and to encourage both parties to seek their own advice to the extent that their
interests conflict on a specific matter (including investment negotiations). We may receive
fees from Investees in respect of successful investments and it is therefore in our interests
for investment transactions to take place, but it is our policy to only encourage transactions
where long-term success appears achievable, as our reputation is aligned with the
experience of Investors. Investors may request a copy of our conflicts of interest policy at
any time upon request.
Complaints and Compensation.
In the event that an Investor has a complaint about either Company they should
address it in writing to contact@SimpleCrowdfunding.co.uk . If your
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
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.
Governing Law and Jurisdiction. The Contract shall be considered as a contract made in
England and according to the laws of England and Wales and shall be subject to the exclusive
jurisdiction of the English Courts, to which jurisdiction the Parties hereby irrevocably submit.
means a borrower or potential borrower under a Loan
means claims, demands, actions, costs and expenses (including
but not limited to legal costs and disbursements on a solicitor
and own client basis), losses and damages.
means the successful closing of a fund-raise by a Investee via the
Simple Crowdfunding Platform, whereby (i) the minimum target
of the Investee has been met, (ii) the funds of the relevant
Investors as part of the minimum target (less applicable and
deducted Simple Property, Focus 2020, and third party fees)
have been received, (iii) all shareholders of the Investee and the
said Investors have entered into the New Shareholder
Agreement where it has been stipulated that such a document
should apply, (iv) all shareholders of the Investee have passed all
necessary resolutions (eg if applicable to adopt revised Articles
of Association, accepted the loan terms, etc.) and otherwise
given all necessary approvals for any issue of shares or taking of
any security by the Investee in relation to the investment target,
(v) the shares (if applicable) in relation the investment target
have been issued by the Investee to the relevant Investors, and
(vi) where relevant the share certificates in relation to the
investment target have been issued by or on behalf of the
Investee to the relevant Investors.
means a contract between the Investor and one or both of the
Companies based on and incorporating all of these Conditions.
means the Financial Conduct Authority, whose address is 25 The
North Colonnade, London E14 5HS.
Means an Investee raising funds through Simple Crowdfunding,
including any persons materially connected with the Investee or
otherwise party to the fundraise, but excluding the Companies
means all information provided by the Fundraiser to the
Companies and/or Investor as part of the Fundraiser raising
funds (successfully or otherwise) via the Simple Crowdfunding
Platform (including without limitation any business plan,
investment memorandum, financial forecasts, accounts and
other information about the Fundraiser, its officers and/or
means all information provided by the Investor to the
Companies and their officers and members (including without
limitation any personal data, investment criteria, confirmation of
investment status (eg as a “Self-Certified Sophisticated Investor”
or otherwise) and other information about the Investor) as part
of the application by the Investor via the Simple Crowdfunding
Platform to become an ‘investor’.
means any investment by the Investor via the Simple
Crowdfunding Platform, including an equity investment or a P2P
means the language used in this agreement which is English.
means a peer-to-peer loan agreement entered into between an
Investor as Investor and a Fundraiser as borrower.
means loss and/or damage (including costs and expenses
relating to or arising out of such loss or damage) whether arising
from contract, tort (including negligence) or otherwise.
Means a company authorised by the FCA to hold client money in
one or more segregated client bank accounts and which will
receive, hold and disburse money for investors and fundraisers
in accordance with the FCA rules. ShareIn provides this facility
to Simple Crowdfunding.
Privacy, Cookie and
Data Use Policy:
means the privacy, cookie and data use policy of the Companies
as set out at www.SimpleCrowdfunding.co.uk (and as may be
amended by the Companies from time to time by it giving notice
to all registered users on the Simple Crowdfunding Platform
(whether as an ‘investor’ or otherwise).
means any document entered into in connection with a Loan
Agreement to provide additional security to Investors.
means the person appointed by Focus 2020 to hold and enforce
the rights under the Security Documents on behalf of Investors
and, at present, is Simple Property.
means an agreement for Investors intending to subscribe for
new shares in an Investee, where required pursuant to
Part B – Provisions that are only relevant to equity investments. In this section Simple
Crowdfunding shall mean specifically Simple Property.
Except and unless:
all shares issued and allotted following the fundraise are of one class only,
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
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,
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
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.
Simple Crowdfunding fees. Simple Crowdfunding shall charge fees to the Fundraiser that
are published on the website from time to time (including application fee, platform fees,
legal fees and administration fees). No fees shall be payable by the Investors other than
transaction fees that are published on the Simple Crowdfunding Platform and other fees
expressly agreed otherwise in respect of bespoke services. Such fees shall, subject to the
payment terms which are published on the Simple Crowdfunding Platform, remain payable
even if the Fundraiser after raising funds via the Simple Crowdfunding Platform has to return
all or any of these funds as a result of a legal claim (eg for breach of warranty or
representation by the Fundraiser or its officers) by any Investor(s). Please also note that if
the Fundraiser does not adopt at Completion Model articles as prescribed by the Companies
Act 2006 and instead opts for its own version of Articles of Association, then the Fundraiser
may separately and in advance have to pay the fee of the solicitors of Simple Crowdfunding
to review these Articles of Association and provide a summary which will be available to
Investors to view.
Part C – Provisions that are only relevant to P2P loans. In this section Simple Crowdfunding shall
mean specifically Focus 2020
Borrower Application Review and Pledge Process
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
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
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
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.
Interest and Capital Repayment Process
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
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.
Missed Repayments and Loans in Default
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.
Security and Recovery of Debts
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
Ending Your Participation
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
any activity which could bring our reputation and that of other Investors into
Part D – Provisions that relate to the holding of P2P loans in an ISA by Focus 2020
This Part D contains the terms and conditions that will apply, together with the ISA application and
Parts A and C, if you have chosen to hold some or all of your peer-to-peer loans in an ISA. We will
manage your ISA in accordance with the applicable rules.
We may delegate any of our responsibilities under these ISA terms to another appropriately
authorised person that we determine is competent to discharge them. We may disclose to that person
necessary information about you and your ISA.
Paying into your ISA
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)
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
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
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
Withdrawals from your ISA
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.
Death or bankruptcy
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
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
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.