1. The Lending Service
1.1 These Terms and Conditions set out the basis upon which Lenders may lend through this website. The website is operated by Crowdestates Limited, a company registered in England and Wales under registered company number 08728808 and our registered office is at 32 Rathbone Place, London W1J 1TT. Crowdestates Limited is authorised and regulated by the Financial Conduct Authority with permission number 723858.
Throughout the site, the terms “Crowdestates”, “we”, “us” and “our” refer to Crowdestates Limited. Crowdestates offers this website, including all information, tools and services available from this site to you, the user, conditional upon your acceptance of all terms, conditions, policies and notices stated here.
1.2 Please read these Terms and Conditions carefully before registering as a lender on our website. By registering or using the Service, you agree to be bound by these Terms and Conditions.
1.4 We provide a service that enables you to lend to property developers whose lending opportunities are listed on our website (the “Service”). We do not provide advice on the creditworthiness of borrowers and you must reach your own conclusions as to whether you wish to invest or engage a professional adviser.
1.5 We charge “Platform Fees” to borrowers rather than lenders in respect of arranging loans. The Platform Fee in respect of a particular loan will be set out in the Term Sheet (as described in clause 5). We may charge fees to lenders if we introduce a facility to sell loans in future.
1.6 You may not use the Service for any illegal or unauthorised purpose nor may you, in the use of the Service, violate any laws in your jurisdiction. A breach or violation of any of the Terms and Conditions may, at our discretion, result in an immediate termination of our obligations to provide the Service to you.
2. Your Account and Password
2.1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
2.2 We shall not be liable for any loss or damage that you or another person suffers because you did not keep your login information and password confidential and secure. In addition, we reserve the right to disable your login information and password at any time, if in our opinion, you have failed to comply with any provisions of these Terms and Conditions, or any other relevant terms published.
2.3 If you know or suspect that anyone, other than you, knows your user identification code or password, you must promptly notify us.
2.4 You are responsible for making all arrangements necessary for you to have access to our site.
3. Qualifying as a Lender
3.1 In order to qualify as a lender, you warrant that you meet the following criteria:
(a) You are 18 years of age or over and are capable of taking responsibility for your own decisions.
(b) You are
a. certified or self-certified as a “sophisticated investor”; or
b. certified or self-certified as a high net worth individual; or
c. receiving regulated investment advice or investment management services from an authorised person; or
d. you will not invest more than 10% of your net investible portfolio in P2P agreements.
(c) You must have a valid UK bank or building society account in your own name (your “Nominated Account”) to facilitate payments into and from your lender account with us.
(d) You are capable in law of entering into a legally binding agreement with us and are the person whose details you have provided in connection with your application to become a lender.
(e) The lender must either be an individual, a UK company or limited liability partnership or such other legal entity that we confirm is acceptable to us.
(f) When you pay money into our client account, you are authorised to do so. You will make payments in good faith and will not attempt to reverse a payment made to the client account or take any action which will cause such a payment to be reversed by a third party.
(g) All information you provide to us in the course of the application to become a lender or in respect of a particular transaction must be true and accurate in all respects. You will update us if any of the information provided to us changes.
(h) You have disclosed to us any circumstances that you are aware of which could or might result in a material adverse change in your financial condition
3.2 The minimum investment per loan is currently £1000, although we may reduce or increase this amount from time to time without your consent.
3.3 Following your application to lend through Crowdestates, we will carry out identity and fraud checks on you with third parties using the information you have provided to us. We have complete discretion as to whether to allow you to be a lender or participate in any given transaction.
3.4 If we cannot get adequate information to identify you with third party reference agencies, then we may ask you to send us copies of your passport or other identification documents and anything else that we may require. If we are unable to verify your identity, you will not be able to lend on our platform.
3.5 We may suspend or place limitations on your account at any time if we believe it is appropriate in order to comply with our legal obligations.
4. Setting up an Account
4.1 If we accept your application, you will be able to see full details of the lending opportunities available of our website and apply to invest in them.
4.2 You can specify criteria that allow you to filter the lending opportunities you see through your online account.
4.3 We will open up an account for you (your “Crowdestates Account”) on our records, which allows you to place money into our client money account held with a UK bank (currently Royal Bank of Scotland Plc). This is an account held in our name for the benefit of our lender clients, which is separate from our own money. In the event of the failure of the account holding bank, you may be entitled to compensation from the Financial Services Compensation Scheme up to a maximum of £85,000. Further information is available from the Financial Services Compensation Scheme at www.fscs.org.uk.
4.4 We do not pay interest on money held in your Crowdestates Account pending investment and may retain a fee representing interest from the account holding bank.
4.5 Once you have registered successfully, you will be able to view online details of: loans you have invested in or have pledged against
4.6 You money will be held on trust whereby your money will be in the legal ownership of Crowdestates but remains in your beneficial ownership. In the event of failure of the firm, costs relating to the distribution of client money will be borne by the trust.
4.7 Crowdestates will receive and hold your money as trustee on the following terms:
4.7.1 under trust and segregated from the firm’s money
4.7.2 subject to 4.7.3, for the clients for whom that money is held, according to their respective interests in it;
4.7.3 on the failure of the firm, for the payment of the costs properly attributable to the distribution of the client money in accordance with 4.7.2; and
4.7.4 after all valid claims and costs under 4.7.2 and 4.7.3 have been met, for the firm itself.
4.8 The trust is limited to a trust in respect of client money which a firm receives and holds. The firm will not use client money balances to provide credit for clients (or potential clients)
5. Basis of Loan Agreement
5.1 When you invest in a loan through the website, you will enter into a loan agreement with a property development company that will provide a property as security for the money it owes you and other Crowdestates lenders. We will usually arrange for several Crowdestates lenders to fund the property developer’s borrowing requirements, so they will enter into multiple loans simultaneously.
5.2 The “Loan Agreement” is comprised of these general Lender Terms and Conditions (that apply to all Crowdestates lenders lending to the borrower) and the Crowdestates Term Sheet, which sets out the aspects of the loan that are specific to the loan and to the borrower (e.g. the amount that has been lent in aggregate).
5.3 The Loan Agreement will set out a specific term for the loan. We reserve the right to extend this term for a maximum of twelve months if we believe it is in the best interests of the lenders to do so. We will notify you if that is the case. If the loan is to be extended beyond the twelve months, we will ask for your consent before doing so and set out the alternatives. We will undertake the course of action which the majority of the lenders who respond to our request vote on. One pound lent is equal to one vote.
6. Security for your Loan
6.1 Any property provided by the borrower as security will be held on trust by Crowdestates Security Trustee Limited for the benefit of all lenders in proportion to the amount they have lent. The exact nature of the security provided by the borrower will be set out in a “Security Document” that Crowdestates Security Trustee Limited obtains from the borrower.
6.2 Crowdestates Security Trustee Limited will hold a charge over the property for the benefit of lenders, that means if the borrower defaults on payment under the loan agreement, lenders will be entitled to be paid out of the proceeds of sale of the property in priority to any unsecured creditors the borrower may owe money to and behind any senior charges that the borrower owes money to. The website will state what form of security is provided.
6.3 The charge may be a first charge or a second charge. Where we hold a first charge, this means that the Crowdestates lenders will be entitled to repayment out of the proceeds of sale of the property before any other creditor of the borrower. Where we hold a second charge, this means than another person (usually a bank) will be entitled to the proceeds of sale before Crowdestates lenders and will often have rights to determine the circumstances in which a sale of the property may be conducted.
6.4 We may also hold personal guarantees (e.g. from directors or shareholders of the borrower) or charges over secondary assets or the shares in the borrower as additional security to a charge.
6.5 Where we state a “loan to value” ratio or “LTV”, this describes the ratio between the total amount the borrower is borrowing compared to the value of the property in respect of which the loan is advanced and which they may provide as security. The lower the percentage, generally the lower your risk. Where we hold a first charge, the total borrowing amount will be determined by reference to all loans from Crowdestates lenders. Where we hold a second charge, the total borrowing amount will also take into account the amount being lent by the holder of the first charge.
7. The pledging system
7.1 If you wish to invest in a particular loan, you can complete a “Pledge Request”, specifying the amount you wish to lend. At this point, the completion of the loan is subject to various conditions that the borrower needs to satisfy, so we do not require you to fund the client Account at the pledge stage.
7.2 If the loan is confirmed, we will email you to request that you fund the client Account. Once you fund the client account, your money will be committed and no longer available to you.
7.3 If you do not fund your pledge within the time frame specified in the Pledge Request and our email, we may suspend you from using the Service in future.
7.4 Pledges are allocated to Crowdestates lenders on a first-come, first-served basis.
7.5 If a Crowdestates lender does not fund their pledge within the specified time frame, it will be possible for other Crowdestates lenders to take up the pledge. During the pledging process, we will accept pledges in excess of the total borrowing required and any unfunded pledges will be offered to Crowdestates lenders who have over-subscribed on a first-come first-served basis. If there are insufficient over-subscriptions, we will email the Crowdestates Lenders who have committed to the loan the opportunity to top-up their investment to ensure the loan completes.
7.6 If insufficient pledges or commitments are received, the borrower may accept a reduced amount of overall borrowing. You will be notified if this is the case, but your consent will not be required.
7.7 The borrower will not be obliged to accept a lower amount of borrowing and, if the loan does not complete, the money you committed to it will become available for you to transfer or commit to other loans. We will notify you if the loan does not complete for any reason and any money you have committed shall remain in your Crowdestates Account until you notify us that you wish to transfer it into your Nominated Account or commit to another loan.
8. Selling loans
8.1 We do not currently offer a facility to sell loans through the website, but may do so in future. You should therefore only invest in loans if you are prepared to lend for the full term and do not require the money to be available.
8.2 If we develop a facility to enable you to sell your loans, we anticipate charging a fee to the selling lender (for example, 1% of the value of the loan, subject to a minimum fee of £250).
9. Loan Administration
9.1 We shall enforce or procure the enforcement of the terms of each Loan Agreement on your behalf and ensure that payments received by you are paid to borrowers and payments received by borrowers in respect of capital and interest are paid to you in accordance with the provisions of the relevant Loan Agreement.
9.2 In the event that we are unable to continue to service the outstanding Loan Agreements, we have made arrangements so that Crowdestates Security Trustee Limited shall be able to do so. Crowdestates Security Trustee Limited is not permitted to engage in any other business activity than in connection with the holding of security and servicing of loans entered into through our website and is legally separate from Crowdestates Limited. If we are unable to do so, Crowdestates Security Trustee Limited can exercise all of our rights under the Loan Agreement for your benefit.
9.3 If we notify you that we have appointed Crowdestates Security Trustee Limited, or any other person, to take over loan administration on our behalf, they may enforce the terms of these Terms and Conditions against you and become entitled to any fees that are due to us from lenders or borrowers.
9.4 In the event that the proceeds of recovery are insufficient to repay all sums owed by the borrower under the Loan Agreement, they shall be applied in the order set out in the Loan Conditions. This will generally mean that fees due to us and third parties for pursuing recovery will be paid out before any capital or interest that is due to you in the event of a shortfall.
9.5 If we, or a third party administering the loan, determine that there may be insufficient proceeds to repay sums due to you, we shall have discretion not to pursue enforcement or to re-structure the Loan Agreement without recourse to you.
10. Information provided by third parties
10.1 We will provide information supplied by borrowers and other parties, such as valuers and surveryors, to enable you to decide whether to invest in a particular loan. We are not responsible for the accuracy of any such information except to the extent that we expressly confirm that we have verified the information or that we have conducted due diligence on the third party.
10.2 Nothing in these Terms and Conditions shall exclude or restrict any obligation we owe to you by law.
11. Notices, Complaints and Compensation
11.1 If you have any enquiry or complaint about the Service, or if you wish to provide us with a notice under these Terms and Conditions, you should contact us on firstname.lastname@example.org and we shall attempt to deal with it as soon as possible.
11.2 You may ask for a copy of our Complaints Handling Procedures at any time. In the event that we are unable to resolve your complaint to your satisfaction, you may have recourse to the Financial Ombudsman Service. Further information is available from the Financial Ombudsman Service at www.fos.org.uk.
11.3 Peer-to-peer lending platform operators are not covered by the Financial Services Compensation Scheme. However, if the bank holding your Crowdestates Account becomes insolvent, you may be entitled to compensation in accordance with clause 4.3.
You agree to indemnify, defend and hold harmless Crowdestates, Crowdestates Security Trustee Limited and their parents, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference, or your violation of any law or the rights of a third party.
In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.
14. Termination and amendment
14.1 These Terms and Conditions are effective unless and until terminated by either you or us.
14.2 You may terminate these Terms and Conditions at any time by notifying us in writing that you no longer wish to use our Services, or when you cease using the Service.
14.3 If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms and Conditions, we also may terminate Service at any time upon written notice and you will remain liable for all amounts due up to and including the date of termination; or may deny you access to our Services (or any part thereof). The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
14.4 Termination shall not affect your obligations in respect of existing Loan Agreements or other transactions entered into.
14.5 We are not obliged to offer new investment opportunities on the website.
14.6 We may make amendments to these Terms and Conditions that are not adverse to your interests (including the provision of new products or services), that are required as a matter of law or are required to correct errors at any time upon posting such amended Terms and Conditions upon our website.
14.7 We may make any amendment that does not fall within the previous sub-clause, provided that:
(a) it will not affect existing transactions you have entered into; and
(b) we provide you with at least one month’s written notice.
15. Third parties
15.1 You, we, Crowdestates Security Trustee Limited and any person we may appoint to administer or enforce the terms of a Loan Agreement may enforce the provisions of these Terms and Conditions.
15.2 Subject to clause 13.1 above, a person who is not a party to these terms shall not have any rights to enforce its terms and the provisions of Contracts (Rights of Third Parties) Act 1999 shall not apply.
16. Governing law and jurisdiction
16.1 These Terms and Conditions and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of England and Wales.
16.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims