Terms of Business

You are 18 years of age or over and capable of taking responsibility for your own actions if you wish to lend through Assetz Exchange.

You have a bank account in your own name.

You can enter into a legally binding agreement with us, are the person whose details you have provided in connection with your User Account and will not allow any other person to use your User Account.

You understand that by using the Broker Services you may lose money and accept that you are fully responsible for any such loss.

You understand that you will not have any recourse to the Financial Services Compensation Scheme, except for the situation prescribed in clause 4.1.

When you pay money into your lender account held on trust for your benefit or the benefit of the Borrower, you are authorised to do so. You will make such payments in good faith and will not attempt to reverse a payment made or take any action which will cause such a payment to be reversed by a third party.

When you pay money into your lender account held on trust for your benefit or the benefit of the Borrower, you are authorised to do so. You will make such payments in good faith and will not attempt to reverse a payment made or take any action which will cause such a payment to be reversed by a third party.

You are not knowingly lending to a Connected Party through Assetz Exchange. A Connected Party is as defined in Section 993 of the Income Tax Act 2007. A person is connected with another person if that person is the individual’s spouse, registered civil partner, relative or relative of the spouse or registered civil partner. Trustees are also deemed to be connected to settlors, and people in business partnerships are similarly connected, as are their spouses, registered civil partners and relatives. For full details please refer to section 993 of the Income Tax Act 2007 currently available to view here.

You will not access or use the Website except for its intended purpose and will not attempt to hack, make unauthorised alterations to or introduce any kind of malicious code to the Website or the Broker by any means. Unless given prior approval from Assetz Exchange or as otherwise permitted by law, you will not (a) reverse engineer or decompile (whether in whole or part) any software available through the Website; or (b) make copies, modify, reproduce, transmit, alter or distribute all or any part of the Website or any material or information contained on it.

You will not disguise or interfere in any way with the IP address of the computer you are using to access the Website or otherwise take steps to prevent us from correctly identifying the actual IP address of the computer you are using whilst accessing the Website.

You agree it is your responsibility to account for any tax imposed on you as a result of placing loans through Assetz Exchange, including but not limited to any interest or repayment you earn. The tax you have to pay is dependent on your individual circumstances and may be subject to change in the future. It is your responsibility to pay the correct tax on your earnings through Assetz Exchange.

Registering

1. Before you are able to start lending on Assetz Exchange, we will require you first to register with us to create your user account (your ‘User Account’).
2. You agree to provide accurate registration information, including your correct name, date of birth, e-mail address and current residential address as well as sufficient information to allow us to assess your appropriateness to use the Broker Services. You agree to inform us promptly of any changes in such information.
3. You agree to provide us with the sort code and account number of the UK bank account registered in your name that you wish to use to pay money to, and receive money from, Assetz Exchange (your “Nominated Bank Account”).
4. You authorise us, at any time, to use any means that we consider necessary to verify your identity with any third party providers of information. Please refer to clause 17 for details of steps we may undertake to do this.
5. Within the registration process you will be required to choose a login code (which must be an e-mail address) and a password.
6. Registration will be conducted using secure server encryption.

Confirmation and passwords

Upon completion of our registration process, we will:

1. confirm by e-mail, to the address you have supplied, that your User Account is open; and
2. inform you of the randomly generated unique account user code (your ‘User Account Number’ ) that we may use in correspondence with you.

You agree to keep your login code, password and User Account Number strictly confidential, and provide them only to us and only when requested, and you are responsible for any misuse of them. You will protect your login code, password and User Account Number in the same way as you would details of your bank account or your bank cards, and any failure to do so shall be at your sole risk and expense.

You should change your password on a regular basis. Passwords are case sensitive and we recommend the use of passwords that combine a combination of non-obvious letters and numbers in different cases. This will help to prevent the risk of unauthorised use of your User Account.

To become a lender, you must have first placed funds into your Assetz Exchange lender account. Money in your Assetz Exchange lender account will be held by us in a segregated account under the FCA’s client money rules. This ensures that should Assetz Exchange cease to trade the money held in this account will not be considered to be part of Assetz Exchange’s assets. You may have recourse to the Financial Services Compensation Scheme for the loss of any un-lent money.

Subject to clause 4.3, you may place funds into your lender account by bank transfer from your Nominated Bank Account or by debit card payment via a debit card linked to your Nominated Bank Account. If making a bank transfer you must include your User Account Number in the reference field.

We have complete discretion to specify the method by which you may transfer money into and out of your lender account depending on the outcome of the checks set out at clause 3.1(d).

You appoint the Broker as your agent:

1. for the communication of your offer(s);
2. for receipt of communications of acceptance of your offer(s) to lend;
3. to execute on your behalf any agreements or deeds in relation to offers to lend which have been accepted by a borrower including, without limitation, a loan agreement (a ‘Loan Agreement’) documenting the terms of a loan facility; and/or
4. to enter into any transfer or assignment agreements (or notices in relation thereto) on your behalf in order to assign the benefit of or transfer all or part of any loans made available under a Loan Agreement to either another user, the Broker or a third party.

An offer to lend on the Primary System will be open for acceptance by a borrower and will remain open for acceptance by a borrower until the conditions of acceptance are met in accordance with the Loan Agreement, subject to clause 5.8 below (unless properly cancelled by you in accordance with clauses 7 and 9 below).

You may not nominate any individual(s) to be counterparties to any of your offers.

We will not identify you to our other users as the originator of the offer unless required to do so by law or otherwise in accordance with the provisions of clause 17 below.

You will inform us as soon as you become aware of any errors with respect to your User Account or any calculations with respect to any offer to lend you have made. We reserve the right to remove from the Platform any loan offers which are the subject of any error.

Your offer to lend will only be valid and open for acceptance on the Primary System and/or be matched on the Secondary System if it is made in accordance with these Terms of Business.

If we allow you to make an offer and subsequently suspect that you are or were, at the time of making the offer, in breach of these Terms of Business, we may, at our absolute discretion, withdraw your offer and any further offers from the Platform. Any outstanding loans will continue to the end of their term subject to any relevant law and/or regulations and/or decision or recommendation of any relevant law enforcement and/or regulators.

You are entirely responsible for the information that you provide to us concerning each offer that you make. We will not inquire into the reasonableness of any offer that you may make. We will not be liable for incorrect entries made by you on the Website, including data input errors with respect to the amount of any offer.

Once you have confirmed that you wish to make a particular offer, you agree to leave the offer for that loan open for acceptance, subject to the removal of the offer from the Platform by us for any of the reasons set out in these Terms of Business or your valid cancellation of the offer in accordance with clause 9 below.

Once your offer is accepted, you will not be able to change the terms of your offer even if you had intended to cancel your offer but failed to do so or the message to us to cancel your offer was not received and processed by us before the loan was accepted.

All borrowers of Assetz Exchange are special purpose vehicles set up in regards to a particular Project. All SPVs are wholly owned by the AE Ownership Company Ltd. (the “Trustee”)

All Borrowers have appointed the Broker as their agent:

1. for receipt of your offers to lend;
2. for the communication of their acceptance of your offers to lend;
3. to execute on their behalf any agreements or deeds in relation to their acceptance of your offer to lend, including, without limitation, a loan agreement (a ‘Loan Agreement’) documenting the terms of a loan facility;
4. for receipt of any communications from you;
5. for any communication from them to you.

By acquiring a loan or entering a bid in relation to a loan, you appoint the Trustee to act as security trustee in relation to any relevant security documents and instructs the Trustee to sign the security documents as trustee using the Assetz Exchange’s standard form security documentation (including any amendments agreed between Assetz Exchange and the Borrower).

The Trustee has been established as a company limited by guarantee in order to preserve its independence from Assetz Exchange. Each lender will become a member of AE Ownership Company Ltd. and shall remain a member of that company for so long as they continue to have ownership of any Lot. By purchasing a Lot, you:
(a) give your consent to becoming a member of AE Ownership Company Ltd.;
(b) acknowledge and accept that the lenders have guarantee liability for a nominal amount in respect of the debts of AE Ownership Company Ltd. The aggregate liability of the Lending Members in respect of this guarantee shall not exceed the sum of £1 (one pound); and

Each lender agrees that it will not take any enforcement action or commence any process against any Borrower in its own name but will act only through Assetz Exchange or the Trustee in accordance with these Terms.

Your offer to lend will not be accepted by a borrower until the entire loan request in reference to a Project (the ‘Funding Target’) is fully funded by you or you and other users of Assetz Exchange subject to the conditions of acceptance are met in accordance with the Loan Agreement.

You can obtain details of a borrower’s acceptance of your offer to lend on ‘Your Account’.

Once your offer to lend has been accepted, you will not be given the opportunity to change the Loan Agreement made by that acceptance. You will not be allowed to withdraw from that loan unless you:

1. exercise your cancellation rights in accordance with clause 9; or
2. use the Exchange function as prescribed in clauses 7.6 and 10 herein.

A Borrower may be entitled to cancel each relevant Loan Agreement, or to repay the total amount advanced, subject to any limitations.

Loan Agreements will be documented on the terms of standard form loan documentation applicable to a loan of that term. Each agreement between each lender and the borrower comprises the Loan Conditions and Terms of Agreement (together the ‘Loan Agreement’). The Loan Agreement is a separate agreement and is governed by separate terms and conditions.

The Exchange function allows a lender to sell its loan or loan parts provided there is a new lender or multiple lenders available to match their existing Loan Agreement on the Secondary System as prescribed in clause 10 herein. The Exchange function is available as an option in the User Account of the lender as well as the designated Market for the respective Loans.

A borrower’s acceptance of your offer to lend on the Primary System will represent and confirm both parties’ agreement to be bound, and will be bound, by the Loan Agreement.

Subject to clause 7.4 and pursuant to clause 7.1, once a loan request is fully funded by you or you and other users and the borrower accepts the aggregated loan request offer, you are automatically entered into a Loan Agreement (which comprises the Loan Conditions and the relevant Terms of Agreement) with the borrower for the loan or loan parts. Your money is then transferred from your lender account to the borrower. The loan documentation will be generated automatically to include the relevant Terms of Agreement, setting out the specific details of the loan, and to incorporate the relevant Loan Conditions.

Each time you make an offer to lend, you will be required to accept the Loan Agreement relating to that particular offer. You will be deemed to accept the Loan Agreement by ticking a box when prompted.

Interest will be calculated in accordance with the Loan Agreement.

Repayment will be calculated in accordance with the Loan Agreement.

Once the performance of the Loan Agreement has begun, the lender will not be able to cancel the Loan Agreement.

Any user of the Platform can obtain details of the available offers to sell or buy and make an offer to sell or buy a loan or loan parts using the Exchange Function.

If you want to get access to the money you have lent before it has been repaid, you can sell your loan or loan parts to other users of Assetz Exchange.

The sale price for a loan or loan parts will be entirely chosen by you.

You can select the loan or loan parts you wish to sell or buy on the Secondary System and it will be listed for sale or purchase until we can match your offer on your behalf with another offer at a price that is the same or better than your offer.

Offers will be converted back to a price per lot, based upon the price input in the Buy screen relative to the initial loan value. Offers will be matched on a first come first serve basis dependent upon the offered price per lot. Given the price per lot is the same or better than the matching offer, the Platform does not take into account the number of lot(s) within the offer price. Accordingly, if there is not sufficient lots to match your offer on the corresponding side of the order book, your offer may be matched partially.

Acceptance is deemed to have occurred at the time of the matching of an offer to sell or buy with another offer to buy or sell.

You are able to check in the ‘Dashboard’ on the Website which of your offers to sell or buy either remain outstanding or have been accepted by another user.

In the event there is an offer to sell or buy part of the loan or loan parts you have offered to sell or buy, the offer will be matched and transacted as long as the price is the same or better than your offer and your offer to sell or buy the remaining parts will be listed until there is a matching offer at a price that is the same or better than your offer. You will remain as a party to the Loan Agreement with the borrower.

If you purchase a loan or loan part from another lender, you will become a party to the Loan Agreement with the borrower.

You may not be able to cancel an offer to sell or buy that is listed if it has been accepted by another user before your cancellation request has been processed by us. In this case, your original offer, or part thereof, will be validly accepted and settled.

While we will attempt to ensure that offers to buy and sell are correctly displayed and are effectively outstanding, we do not guarantee that every offer displayed as outstanding on the Website will be available for acceptance. All or part of the offer of a loan displayed on the Website as available on the Secondary System at a specific price may be successfully cancelled or accepted by one or more other counterparties before your offer is processed by us. In this case, the offer to buy or sell will remain as a new offer available for matching with offers by other users.

You may only accept offers to buy or sell using the Platform in accordance with these Terms of Business. Any purported acceptance made by means other than by completing the ‘Buy’ screen for the relevant loan on the Website will be ineffective, unless you have express written consent from the relevant borrower. Such consent may be withheld by the borrower at its absolute discretion.

Unmatched offers to lend or borrow posted on the Secondary System may be withdrawn at any time (unless and until they have been accepted) by cancelling the relevant offer for a loan in ‘Dashboard’.

Each transaction on the Secondary System will be recorded by us. The records kept by us shall be conclusive of the facts and matters they purport to record.

Provided you have no Loan Agreement(s) currently in force, you may terminate your User Account and your usage of Assetz Exchange by communicating your intention to terminate to us.

We reserve the right to terminate your User Account and you usage of Assetz Exchange at any time and for any reason, including but not limited to the following:

1. you breach this Terms of Business;
2. you breach any Loan Agreement;
3. we suspect that you have committed fraud, been involved in money laundering or other criminal activities;
4. you use Assetz Exchange or any information accessible on, or obtained from it, for the purpose of canvassing or soliciting any person, or enticing any person away from Assetz Exchange;
5. you use Assetz Exchange in any of the following ways:
   1. in any way that causes, or is likely to cause, the Platform or access to it to be interrupted or damaged in any way;
   2. for fraudulent purposes, or in connection with a criminal offence;
   3. to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any ‘spam’;
   4. to cause annoyance, inconvenience or needless anxiety; or
6. there has been no activity in your User Account within a twelve (12) month period.

The exact fees and costs payable by a lender on the Primary System are detailed in the Loan Agreement. By placing an order in the Secondary System you agree to all costs and charges detailed in the Loan Agreement.

Upon a transfer prescribed in clause 10 herein, the Broker reserves the right to charge the transferring lender and the new lender(s) each a fee which will be disclosed prior to any transaction occurring. You accept that these fees may vary throughout the duration of the Loan.

If you have any questions about these Terms of Business, or wish to contact us for any reason whatsoever, please contact us by email or phone details of which can be found on the ‘Contact Us’ page on the Website.

If you wish to make a formal complaint, you may do so in person, in writing by post or email or by telephone.

If you are entitled to vote in relation to any matter referred to in the Loan Agreement, you will be notified by the Broker on behalf of the borrower by email and/or a message notification on the website and invited to vote on the relevant matter. Each lender will be entitled to vote pro rata to its interest in the relevant loan. Any lender who does not respond within the time period specified in the communication of being notified of its entitlement to vote will be disregarded for the purposes of voting on the relevant matter.

You agree that all documents that we are entitled to send you electronically may be delivered to you at your User Account. Any notices we give you shall be given in writing via the Website or by e-mail to your e-mail address specified in your User Account.

Assetz Exchange is making no warranty or representation as to the ability of borrowers to pay, and their credit risk, and that we are in no way liable for the debts of borrowers. You acknowledge that you are making offer(s) and lending entirely at your own risk.

Calculations we may provide on the Website of the likely rate of return on loans are for guidance purposes only and are not guaranteed.

The information on the Website does not constitute advice, recommendation or an endorsement of loan requests or borrowers. The information is not intended to be relied upon as a sole basis for deciding whether or not to lend in regard to a particular Project.

We make no representation or warranty as to the accuracy of the data displayed for loan requests, the origin of which is provided by third parties, nor whether the information is up to date or error free.

We do not guarantee that there will be sufficient offers to fully fund loans and allow your funds to be lent out, that there will be sufficient Projects for you to lend to or that there are sufficient other lenders to buy your loan parts should you wish to sell them.

We shall treat money that we receive from you or hold on your behalf as Client Money in accordance with the Financial Conduct Authority’s Client Money rules. Client Money held for you will be subject to internal control mechanisms and proper accounting procedures in accordance with the Client Money rules.

We will make arrangements for your money to be held in a segregated account separately from our own funds with a bank appropriately authorised, in line with our FCA obligations and in accordance with the Client Money rules and maintained specifically for you or for our members generally. Your money may be held with other members’ money in a pooled account and you consent to such pooling. Client Money will be held on an omnibus basis which means that if the bank were to fail, your funds would be affected by any shortfall in proportion to the value of your funds relative to the total sum of Client Money held in this way. We will not be responsible for any acts, omissions or default of any bank with which your money is held and in the event of insolvency of such bank, we would not be liable for any shortfall unless we had failed to comply with any duty of care or obligation to which we were subject.

We will provide you with statements in respect of any money held for you annually.

For any reason, including but not limited to the event of us becoming insolvent or bankrupt, we are unable to administer any of the loan, we will take reasonable steps to make arrangements to ensure loan agreements facilitated on the platform will continue to be managed and administered.

The amount of money returned to any lender or any user who has placed money into their lender account will be affected by the costs properly attributable to the distribution of client money including but not limited to the insolvency practitioner’s costs.

Any client money held will be distributed in accordance with the FCA’s Client Money rules.

As between you and us, we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Website, subject to clause 18.3 below.

If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.

You shall retain ownership of all copyright in data you upload or submit to the platform. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.

In the event any of the provisions of these Terms of Business is deemed by any competent authority to be unenforceable or invalid, the relevant provision shall be modified to allow it to be enforced in line with the intention of the original text to the fullest extent permitted by applicable law. The validity and enforceability of the remaining provision of these Terms of Business shall not be affected.

These Terms of Business and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

The courts of England and Wales have the exclusive jurisdiction to settle any dispute or claims arising out of or in connection with these Terms of Business.

All disclaimers, indemnities and exclusions in these Terms of Business shall survive termination of the agreement between us for any reason.

We may, in whole or in part, release, compound, compromise, waive or postpone, in our absolute discretion, any liability owed to us or right granted to us in these Terms of Business without in any way prejudicing or affecting our rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.

No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these terms and conditions or otherwise.

These Terms of Business set out the entire agreement between you and us with respect to your use of the Platform and the services provided via the Website and supersede any and all representations, communications and prior agreements (written or oral) made by you or us. You confirm that you have not been induced to enter into these Terms of Business in reliance upon, nor have you been given, any condition, warranty (including in particular any warranty as to merchantability, fitness for purpose or uninterrupted functionality), representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in these Terms of Business and, to the extent that you have been, you unconditionally and irrevocably waive any claims, rights or remedies which you might otherwise have had in relation thereto.

A person who is not a party to these Terms of Business has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Business but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

In the event any of the provisions of these Terms of Business is deemed by any competent authority to be unenforceable or invalid, the relevant provision shall be modified to allow it to be enforced in line with the intention of the original text to the fullest extent permitted by applicable law. The validity and enforceability of the remaining provision of these Terms of Business shall not be affected.