Lender Conditions

 

(A)     These Lender Conditions set out the terms and conditions which are applicable to a person's membership of the Paper Street Platform as a lender (a copy of these Lender Conditions is available on the Paper Street Platform). These Lender Conditions explain:

 

               How Paper Street operates.

               How to become a Lender Member of the Paper Street Platform.

               How Lender Members can use the Paper Street Platform and the associated services provided through the Paper Street Platform.

 (B)    Please read these Lender Conditions carefully and print a copy for future reference. Use of the Paper Street Platform and the associated services provided through the Paper Street Platform is subject to these Lender Conditions which comprise a binding agreement between us and you.

Each Registered User, in using the Paper Street Platform and the associated services, confirms that:

(i)      he or she has read and understood these Lender Conditions and our privacy policy (each as may be amended from time to time in accordance with the provisions of Clauses 19 and 13 respectively);

(ii)      if he or she is also the Lender Member (being an individual), he or she (as the Lender Member) is bound by these Lender Conditions; and

(iii)     if he or she is acting on your behalf (for example, where you are a limited liability partnership, a limited company or a public body), these Lender Conditions have been provided to you and that he or she is authorised, acting as your agent, to bind you to these Lender Conditions.

If a Registered User or you do not agree to these Lender Conditions or our privacy policy, use of the Paper Street Platform must stop immediately.

 

(C)     Capitalised terms and expressions which are used in these Lender Conditions have the meanings set out in the table in Clause 22. References in these Lender Conditions to "we", "us" and "our" means Paper Street. References to "you" and "your" means a Lender Member.

(D)     Each loan agreement between each Lender and a Borrower comprises our standard Loan Conditions and Key Contract Terms (together referred to in these Lender Conditions as the Loan Contract). Each Loan Contract is a separate agreement, governed by separate terms and conditions. If there is a conflict between these Lender Conditions and a Loan Contract, the Loan Contract will prevail.

1.   Lender Member eligibility criteria

1.1    To become a Lender Member, you must meet the following criteria:

(a)     you must be an individual or any other person (as to the interpretation of which such expression see Clause  23.4) which we agree, in our sole and absolute discretion and on a case by case basis, may become a Lender Member;

(b)     if you are lending in your capacity as an individual, you must be over 18 years old and you must be a permanent resident of the UK (excluding the Channel Islands and the Isle of Man);

(c)     if you are lending in your capacity as a business, you must have a permanent place of business in the UK (excluding the Channel Islands and the Isle of Man) and, if applicable, be registered with Companies House;

(d)     if you are a public body, you must be registered or formed with the relevant authority in the UK (excluding the Channel Islands and the Isle of Man);

(e)     you must have a valid UK bank or building society account; and

(f)      you must register your details on the Paper Street Platform accessed at the website www.thepaperstreet.com.

 

Where a prospective lender does not meet the criteria listed above, the prospective lender may, in Paper Street's sole and absolute discretion, otherwise be permitted to become a Lender Member in which case this would be confirmed in writing by Paper Street.

1.2    We accept no responsibility and disclaim all liability for any information about a Prospective Borrower made available to Lender Members through the Paper Street Platform or for risk profiling purposes in relation to each prospective loan. We may, at any time, but accept no obligation to, update or amend a Prospective Borrower's information or the loan risk profile (including during the time between when a Loan Request is first made and when any Loan Contract is entered into and also during the term of any Loan).

1.3    While we believe that access to the assets of a Borrower and/or a Guarantee/Security Provider can provide additional comfort as to the likelihood of repayment, we accept no additional responsibility for the likelihood of a Borrower meeting its financial obligations to you through the Paper Street Platform in circumstances where such recourse to the assets of the Borrower and/or a Guarantee/Security Provider is available.

1.4    You represent and warrant to us that all information provided to us in the course of the registration and lending process is true and accurate in all respects. You will update us if any of the information you have provided to us changes or if it proves to have been inaccurate or incomplete.

1.5    Once you have registered on the Paper Street Platform and have applied to lend through the Paper Street Platform, we will carry out identity and fraud checks on those persons who we may decide it is necessary or desirable to conduct such checks to comply with our legal obligations (such as each Registered User, you and your directors, shareholders, members, partners, managers and/or other officers) using one or more reputable credit reference agencies selected by us (in our sole and absolute discretion). We use our own internal guidelines and policies when assessing applications but we have complete discretion as to whether to allow you to become a Lender Member. If we cannot get adequate information from any such credit reference agency then we will ask you to send us copies of the relevant passports or other identification documents plus a utility bill and anything else we may require. If you do not provide all appropriate identification documents you will not be able to lend through the Paper Street Platform. We may also suspend or place limitations on trading on your account at any time if we believe it is appropriate in order to comply with our legal obligations. If we approve you as a Lender Member, we will then set up a Lender's Ledger Account for you.

1.6    There are no fees payable to us for becoming a member of the Paper Street Platform.

1.7    Money credited to your Lender's Ledger Account will be held by us in the Paper Street Client Account, being a segregated client account with the Account Bank – in respect of any Lender's Loan which you make to a Borrower the Lender's Loan will be credited to the Borrower's Ledger Account and then we will instruct the Account Bank to transfer the Net Lender's Loan, in accordance with, and subject to, the terms of the Loan Conditions, to the Borrower's Account. You will not be entitled to any interest which is earned in respect of any money which is credited to your Lender's Ledger Account and which is held by us in the Paper Street Client Account – you agree that any such interest which is earned may be retained by us for our own account.

1.8    You may only request a withdrawal of money from your Lender's Ledger Account to the extent that the amount credited thereto exceeds, at the time of such request, the aggregate amount of any Lender's Loan Offers which you have made and which at that time either remain open for acceptance by a Prospective Borrower or which have been accepted by a Prospective Borrower. Any such withdrawals  will be generally only paid into a UK bank or building society account held in your name or in a joint name.

2.   Username and password

2.1    On your registering on the Paper Street Platform, each Registered User must provide a username and email address, enter a password and provide answers to three security questions. These must be used in order to access certain restricted parts of the Paper Street Platform.

 

2.2    Alternatively, a Registered User may log in using his or her LinkedIn or Facebook profile (or by using his or her account/profile in respect of any other social media or similar communication/ information sharing platform which we may offer for such purpose from time to time (in our sole and absolute discretion)), enabling us to fill in the registration details automatically.  Following registration, the steps set out in Clause 2.1 will need to be completed.

2.3    Each time a Registered User accesses your My Account section of the Paper Street Platform the Registered User will need to enter his or her email address, password and answer one security question. A Registered User's username and password are unique to your My Account section of the Paper Street Platform and are not transferable.

2.4    A Registered User's username, password and the answers to security questions are the methods used by us to identify the Registered User and the corresponding Lender Member and so each Registered User must keep them secure at all times. You are responsible for all information and activity on the Paper Street Platform by anyone using a Registered User's username and password. If you authorise an employee, sub-contractor or agent to use your My Account section of the Paper Street Platform you will be responsible for their activity on the Paper Street Platform. Any breach of security, loss, theft or unauthorised use of a username, password or security information must be notified to us immediately.

2.5    You agree not to adapt or circumvent the systems in place in connection with the Paper Street Platform, nor access the Paper Street Platform in any manner other than through the normal use of it.

2.6    We reserve the right not to act on instructions where we suspect that the person logged into your My Account section of the Paper Street Platform is not a Registered User of the relevant Lender Member or we suspect illegal or fraudulent activity or unauthorised use.

 

 

 

3.   The lending process

There are two principal ways to lend money through the Paper Street Platform :-

(a)     by hand-picking the businesses using a Paper Street Platform search tool to identify Loan Requests; or

(b)     by choosing the criteria for the types and profiles of businesses (as such criteria have been determined by Paper Street).

4.   Funding a Loan Request by a Prospective Borrower

4.1    All Loan Requests posted by Prospective Borrowers to borrow through the Paper Street Platform are reviewed by our in-house risk management department, and classified, at the initial application stage, into a loan risk classification based on data from one or more reputable credit reference agencies selected by us (in our sole and absolute discretion).  

4.2    Once you, as a prospective lender, have decided to lend to a Prospective Borrower, you choose the amount of money that you want to lend and complete the loan purchase process (the time and date of such completion being the "Lender's Loan Offer Effective Time/Date") on the Paper Street Platform which results in the generation of a purchase code - the completion of this process constitutes an offer from you to the Prospective Borrower (referred to in these Lender Conditions and the Loan Conditions as a Lender's Loan Offer) to contract on the terms of the Loan Contract. It is, therefore, important that you have read and understood the Loan Conditions, before you make a Lender's Loan Offer, and by making a Lender's Loan Offer you :-

(a)     will be deemed to have accepted the Loan Conditions in the form published on the Paper Street Platform at the date of your Lender's Loan Offer; and

(b)     agree that, if during the period between your Lender's Loan Offer Effective Time/Date and the Loan Contract Effective Time/Date the Loan Conditions are effectively amended in accordance with the provisions of Clause 19, your Lender's Loan Offer will be deemed to have been amended to the extent necessary to reflect those amendments.   

4.3    As soon as reasonably practicable after the Lender's Loan Offer Effective Time/Date, you must either transfer by direct credit to the Paper Street Client Account (from, unless we otherwise agree (in our sole and absolute discretion), an account held with a UK bank or building society, maintained in your sole or joint name, and quoting your Paper Street Platform account number in the narrative field) an amount equal to the Lender's Loan or make payment of the Lender's Loan using the payment options available on the Paper Street Platform - if :-

(a)     an amount equal to the Lender's Loan has not been credited/transferred by you to the Paper Street Client Account within 14 days of the Lender's Loan Offer Effective Time/Date or is credited/transferred but then, within such period, is subject to a payment recall or other payment reversal (for whatever reason); and/or

(b)     you exercise any rights of cancellation which you may have in accordance with Clause 21,

you agree and acknowledge that the relevant Lender's Loan Offer will be deemed to have been automatically withdrawn by you and, accordingly, will not be capable of acceptance by the Prospective Borrower – in any such event if you still wish to proceed in making a loan to the Prospective Borrower you will need to complete a new Lender's Loan Offer.

4.4    Following the Lender's Loan Offer Effective Time/Date, you cannot withdraw your Lender's Loan Offer unless, at the Lender's Loan Offer Effective Time/Date, the Cancellation Period has not expired and you exercise your rights of cancellation  in accordance with Clause 21 before the expiry of such period.

4.5    The general expectation is that a Loan Request must be fully funded at the end of the Loan Request Period in order to proceed to completion of the relevant Loan.  However, subject to the Prospective Borrower being willing to accept a partially funded Loan Request, you agree and acknowledge that :-

 

(a)     any Loan Request which is funded at the end of the Loan Request Period by a percentage of 75% or above (relative to the amount of the Loan Request) will be considered to be fully funded (but without prejudice to our rights to extend the initial Loan Request Period under the provisions of Clause 4.6);

(b)     you will not be entitled to withdraw your Lender's Loan Offer (save in the circumstances set out in Clause 4.4); and

(c)     we will not be obliged to seek your prior consent or give you prior notification before notifying the Prospective Borrower of the result of the Loan Request and initiating the Loan completion process. 

4.6    If a Loan Request is not 100% funded at the end of the initial Loan Request Period (irrespective as to whether or not it is funded by a percentage of 75% or above (relative to the amount of the Loan Request)), we may extend such initial Loan Request Period by such further period, not exceeding the initial Loan Request Period, as we may, in our sole and absolute discretion, determine. If we extend such initial Loan Request Period, and the Loan Request is not funded by a percentage of 75% or above (relative to the amount of the Loan Request) at the end of the extended Loan Request Period, then the Loan Request and any Lender's Loan Offer which you have made in respect of that Loan Request will be deemed to have been automatically withdrawn and we will notify the Prospective Borrower and you accordingly.

4.7    Lender's Loan Offers will be accepted in chronological order, up to an aggregate amount not exceeding the amount of a Loan Request. If you make a Lender's Loan Offer which results in the aggregate amount of Lender's Loan Offers then made (taking into account your Lender's Loan Offer) exceeding the amount of a Loan Request then you agree that the amount of your Lender's Loan Offer will be automatically reduced by the amount of such excess – if this happens you will be notified. 

4.8    Simultaneous Lender's Loan Offers will be accepted in the order determined by us (in our sole and absolute discretion).

 

 

4.9    We will notify you if your Lender's Loan Offer is not accepted within the time period for acceptance (as referred to in Clause 5.2).

4.10  You can monitor the status of your loan portfolio in your My Account section of the Paper Street Platform.

5.   The Loan Contract

5.1    Once a Loan Request is fully funded (whether before or at the end of the Loan Request Period) or, subject to the above conditions, is funded, at the end of the Loan Request Period, by a percentage of 75% or above (relative to the amount of the Loan Request) we will notify the Prospective Borrower, after allowing a period of 14 days after the final Lender's Loan Offer Effective Time/Date to receive from the relevant Lender Members cleared funds equal to their Lender's Loans into the Paper Street Client Account and to allow any Cancellation Period which any Lender Member may have to expire.

5.2    If the Prospective Borrower decides to accept the Lender's Loan Offers which have made in relation to its Loan Request it must complete the loan acceptance process on the Paper Street Platform. The Prospective Borrower will have 15 days from the date of the notification referred to in Clause 5.1 to complete the loan acceptance process and if it does not do so within this period, unless we agree to extend the period for acceptance (in our sole and absolute discretion), your Lender's Loan Offer will be deemed to have lapsed. 

5.3    As soon as reasonably practicable following the completion by the Borrower of the loan acceptance process :-

(a)     we will notify you of the Borrower's acceptance by means of an email being sent to your registered email address (such communication shall be deemed to have been effective for the purposes of completing the Loan Contract at the time and on the date on which the email is sent to such address, irrespective as to whether or not the email is actually received by you) and at the same time the email is sent (referred to in these Lender Conditions as the Loan Contract Effective Time/Date) a Loan Contract will be entered into electronically between the Borrower and you and this will have the same effect as if the Loan Contract had been physically signed in hard copy form by the Borrower and you; and

(b)     a copy of the electronically completed Loan Contract will be posted to your My Account section of the Paper Street Platform.

For the avoidance of doubt, if a Loan is being funded by more than one Lender, at the Loan Contract Effective Time/Date a separate Loan Contract will be entered into between the Borrower and each Lender in respect of the Lender's Loan which relates to that Lender.

5.4    As soon as reasonably practicable following the Loan Contract Effective Time/Date, and subject to Clause 5.5 and the receipt by us (as your agent) from the Borrower of all the documents and other evidence listed as Conditions Precedent (in form and substance satisfactory us (in our sole and absolute discretion), including the documents specifically referred to in clauses 2.1(a) to 2.1(c) of the Loan Conditions), you agree to advance your Lender's Loan to the Borrower which such advance, subject to cleared funds in respect of your Lender's Loan then standing to the credit of your Lender’s Ledger Account, shall be effected by us (as your agent) instructing the Account Bank to transfer to the Borrower's Account an amount equal to the Net Lender's Loan.

5.5    You agree and acknowledge that, if at any time between the Loan Contract Effective Time/Date and prior to the advance of your Lender's Loan, we consider (in our sole and absolute discretion) that :-

(a)     the Borrower's application for membership of the Paper Street Platform and/or its Loan Request; and/or

(b)     any document, evidence or other information provided in connection therewith (including, but not limited to, the Conditions Precedent),

is unsatisfactory in any respect, we may (acting as your agent) terminate the Loan Contract by email sent to the registered email addresses of the Borrower and you (such termination shall be deemed to have been effective at the time the latest of such emails is sent (or, if they are sent at the same time, that time) irrespective as to whether or not the emails are actually received by the Borrower and/or you) and on such termination the Borrower and you shall cease to be under any further obligations to the other under the Loan Contract.   

5.6    If the Interest Payment Method is Cash, you will not be entitled to any interest unless and until the Prospective Borrower completes the loan acceptance process on the Paper Street Platform and if the Prospective Borrower does complete such process interest will start to accrue on your Lender's Loan with effect from the date which we used as the basis to calculate the amounts of interest specified in the Key Contract Terms.

5.7    The Loan Contract will provide that any notice or communication to be sent by the Borrower to you must be made in writing and sent by personal delivery or letter (first class postage prepaid) to our contact address (accessible through the Paper Street Platform). You agree that all notices and communications given to you by a Borrower may be sent to us on your behalf.

5.8    Each Loan will be for the period specified in each Loan Contract which relates to it.

6.   Interest and Repayments

6.1    The amounts and payment dates in respect of payments of principal and, if the Interest Payment Method is Cash, interest which are due to you from the Borrower are set out in the Key Contract Terms and can be viewed in your My Account section of the Paper Street Platform. The Loan Contract governs the payment of these amounts.

6.2    If you have agreed with a Borrower that the Interest Payment Method is Payment in Kind, under the terms of the relevant Loan Contract the Borrower undertakes to you to deliver and/or provide the Payment in Kind to you by such means, and at the times and in the manner, specified in your Lender's Schedule – in this regard you agree and acknowledge that :-

(a)     you will be solely responsible for the monitoring of the performance by the Borrower of such obligations and, accordingly, if you consider that the Borrower is in breach of any such obligations you must take up the matter directly with the Borrower (for the avoidance of doubt, therefore, we will have no liability (whether in contract or otherwise) to you in respect of any such breach);

(b)     your sole remedy for any breach by the Borrower of such obligations will be a claim for damages for breach of contract against the Borrower (it being understood by you that any such breach will not give rise to a right of termination of the Loan Contract under the Loan Conditions); and

(c)     you will be solely responsible for your own tax affairs in relation to the tax treatment of your receipt of Payment in Kind (for the avoidance of doubt, therefore, neither we nor the Borrower will have any liability to you for any tax, levy, impost, duty or other charge of a similar nature which is incurred or suffered by you and which arises from such receipt).

6.3    All payments which are made by a Borrower will be credited to the Borrower's Ledger Account.  On each Payment Date, if the amount of cleared funds then standing to the credit of the Borrower's Ledger Account is equal to or exceeds the total amount then due to the Lenders, us and the Recovery Agent in respect of a Loan (the "Total Amount Due"), we will debit the Borrower's Ledger Account with the Total Amount Due and will credit to your Lender's Ledger Account such part of the Total Amount Due as is then due and payable to you (such part being the "Lender's Total Amount Due") and :-

(a)     you agree and acknowledge that such crediting of the Lender's Total Amount Due to your Lender's Ledger Account shall constitute a complete and sufficient discharge of the Borrower's payment obligations to you in respect of the Lender's Total Amount Due and the relevant Payment Date (notwithstanding the provisions of Clause 6.3(b)); and

(b)     we will, as soon as reasonably practicable following the Payment Date, apply the Total Amount Due :-

(I)      subject to Clause 6.8, in payment to you of the Lender's Total Amount Due net of any Cash Interest - Servicing Fee then due and payable by you to us; and/or

 

(II)     in payment to us or the Recovery Agent of such part of the Total Amount Due as is then due and payable to us or the Recovery Agent (including, but not limited to, any Payment in Kind – Servicing Fee then due and payable by the Borrower to us),

and we will make the necessary entries in the Borrower’s Ledger Account and your Lender’s Ledger Account to record such transactions.

6.4    If, on any Payment Date, the amount of cleared funds then standing to the credit of the Borrower's Ledger Account is less than the Total Amount Due, we will apply such credit balance in payment of the Total Amount Due in the order of payments set out in clause 5.3 of the Loan Conditions.         

6.5    All payments to be made by a Borrower under a Loan Contract are required to be made without any deduction or withholding for or on account of tax unless such a deduction or withholding is required by law. It is your responsibility to account for any income tax and other personal taxes that may be payable to the appropriate authorities.

6.6    We will provide an annual statement of interest earned for tax purposes.

6.7    If a Borrower wishes to repay a Loan before its scheduled final Repayment Date, then it may do so in accordance with the relevant terms set out in the Loan Conditions.

6.8    Any amounts which are due and payable to you under Clause 6.3(b)(I) will be retained by us in the Paper Street Client Account, standing to the credit of your Lender's Ledger Account, and will not, subject to Clause 10.3(a), be paid to you, unless and until you specifically request (by notice to us in the manner specified in Clause 20.11(b) or by such other means as we may agree from time to time) that payment is made to you of the whole or any part of the amounts then standing to the credit of your Lender's Ledger Account (excluding any such amounts which we reasonably determine are then attributable to the funding of any Lender's Loan Offers which you have made and which have not been withdrawn at the relevant time in accordance with the provisions of Clause 4.3), in which case we will, as soon as reasonably practicable following our receipt of such request, arrange to make payment of the relevant amount to your bank or building society account or send a cheque to the last address provided by you.

 7.   Lender fees

7.1    If the Interest Payment Method is Cash, we will charge you an annual servicing fee (the "Cash Interest - Servicing Fee") equal to 1% of your Lender's Loan calculated and accruing on each Servicing Fee Calculation Date, payable by you in arrears (subject to Clause 7.2) by way of the deduction of such amount in equal instalments from your Lender's Interest Amounts spread over the 12 month period following the relevant Servicing Fee Calculation Date, provided that if, on any Servicing Fee Calculation Date, the remaining term of the Loan is less than 12 months, the amount payable by you shall be calculated on a pro rata basis according to the proportion which such remaining term bears to 12 months and such pro rata amount shall be deducted in equal instalments from your Lender's Interest Amounts in respect of the remaining Interest Payment Dates.

7.2    You authorise us to make the deductions referred to in Clause 7.1 from your Lender's Interest Amounts prior to making payment to you of the net amount in accordance with the provisions of Clause 6.3(b)(I). If we are not able to collect the whole or any part of the Cash Interest - Servicing Fee by way of such deduction because the Borrower misses a payment or only partially pays the Total Amount Due in respect of the Loan and such outstanding amount is not subsequently recovered by us through the taking of any of the administrative steps which we may take (as referred to in Clause 9), then we reserve the right to seek payment from you of the whole or any part of the Cash Interest - Servicing Fee which has, at the relevant time, accrued and is outstanding.   

7.3    The Cash Interest - Servicing Fee covers our role in administrating and facilitating the Loan, not the credit analysis we carry out as part of our underwriting exercise, which is a no-cost added value arrangement only.

 

 

7.4    If the Interest Payment Method is Payment in Kind, no fees will be payable by you but a servicing fee will be charged to the Borrower under the terms of the Loan Contract and the Borrower Conditions.

8.   The role of Paper Street

8.1    Our principal role is to perform administrative functions on behalf of Borrower Members and Lender Members in order to bring together Prospective Borrowers and Lender Members, to provide a stream-lined process for entering into loans (including the development of standard form loan contracts) and to co-ordinate and facilitate the payment and collection of sums due under or in connection with those loans. We also pass on available data from one or more reputable credit reference agencies selected by us (in our sole and absolute discretion) about Prospective Borrowers to assist each Lender Member's analysis of each Loan Request and add value to the credit analysis as part of our underwriting exercise.

8.2    We are not a party to any Loan Contract, save where we act as a Lender in our own right (though we have third party rights under each Loan Contract).

8.3    We will not perform any management functions on your behalf -  you retain complete control and discretion over whether or not to make a loan to a Prospective Borrower and over all other aspects of your participation in the Paper Street Platform and loans made through it save :-

(a)     to the extent of any discretionary authority expressly granted by you to us (as set out in these Lender Conditions); and

(b)     we may perform additional tasks if a default event occurs in respect of a Loan (as outlined in Clause 9).

8.4    Nothing we do and nothing on the Paper Street Platform is intended to operate or be construed as advice or a recommendation by us to enter into a particular Lender's Loan.

8.5    We will make available to each Lender Member, through the Paper Street Platform, a summary of the Prospective Borrower’s operational and financial performance, and a loan risk profile derived through our proprietary classification at the time a Loan Request is processed, which is based on information included in the Prospective Borrower's application and the results of an online check made with one or more reputable credit reference agencies selected by us (in our sole and absolute discretion).  We do not check or edit the primary information submitted or uploaded by a Prospective Borrower.

8.6    While we add value to the credit analysis as part of our risk assessment exercise, the provision of a loan risk profile is intended to be informative only and you must form your own opinion regarding the creditworthiness of a Prospective Borrower and undertake your own research, analysis and assessment of each Prospective Borrower for each loan, and where appropriate, seek your own independent financial advice.

9.   Missed payments

9.1    You agree that in the event of a Borrower missing payments under a Loan Contract, we may take the administrative steps set out in Clauses 9.2 to 9.7 on your behalf. In certain circumstances, we may act in a different manner and/or according to different timescales than those set out in such Clauses to pursue missed payments or a Loan (whether or not in formal default) where we consider (in our sole and absolute discretion) that this is likely to be in the best interests of the relevant Lenders (taken as a whole) in respect of that Loan.

9.2    If a Borrower misses a payment or only partially pays the Total Amount Due in respect of a Loan, we (either ourselves or through an agent appointed by us to act on our behalf) will contact the Borrower to ask the Borrower to explain why and to discuss the manner and timing of the Borrower's payment of the total outstanding amount in respect of that Loan. If the Borrower has not paid the total outstanding amount by the date which falls 7 Business Days after the original payment was due, the Borrower's account will be treated as an overdue account and we (either ourselves or through an agent appointed by us to act on our behalf) will continue to attempt to collect the total outstanding amount.

 

 

9.3    If the Borrower fails to pay, in whole or in part, the Total Amount Due in respect of a Loan on any Payment Date and such unpaid amount remains outstanding for more than 90 days after such Payment Date, this will constitute a default event under each relevant Loan Contract. If this happens, or one of the other default events set out in the Loan Conditions occurs, we may, where we consider (in our sole and absolute discretion) that this is likely to be in the best interests of the relevant Lenders (taken as a whole) in respect of the Loan under which the default event has occurred, but will not be obliged to, acting as your agent, exercise your rights to terminate your Loan Contract(s) which relates to the Loan and demand immediate repayment from the Borrower of the total amount which is then outstanding in respect of the Loan. In such circumstances we (either ourselves or through an agent appointed by us to act on our behalf) will continue to attempt to collect the total outstanding amount.

9.4    If, following any exercise of the rights referred to in Clause 9.3 in respect of a Loan, we, or any agent appointed by us to act on our behalf,  is still unable to collect the total outstanding amount, we may notify you that your Lender's Loan(s) which relate(s) to that Loan will be novated to the Recovery Agent. Any such novation will be effected by a Transfer Certificate being deemed to have been automatically entered into by us, as your agent, in favour of the Recovery Agent at the time and on the date of such notification. We need to novate the debt to the Recovery Agent to ensure that there is only one claimant in any legal action which may be taken against the Borrower and in order, if the decision is taken to do so, to litigate against the Borrower. The consideration payable by the Recovery Agent to you in respect of any such novation shall be strictly limited to the amount (if any) which is paid to you, following such novation, in accordance with the provisions of Clause 9.8.

9.5    If the Recovery Agent is appointed, in the circumstances set out in Clause 9.4, then it will investigate, appointing external solicitors (if necessary), the amount that is likely to be successfully recovered through legal proceedings against the Borrower and/or through the enforcement of any Borrower Ancillary Document. If the Recovery Agent considers (in its sole and absolute discretion) that such action is likely to be in the best interests of the relevant Lenders (taken as a whole), the Recovery Agent may, but will not be obliged to, instruct solicitors to commence such legal proceedings to seek to recover the total outstanding amount (including the enforcement of any Borrower Ancillary Document).

         The Recovery Agent will act in a fair and equitable manner to seek to achieve maximum recovery for all the relevant Lenders, and such action may include, if the Recovery Agent  considers (in its sole and absolute discretion) that such action is likely to be in the best interests of the relevant Lenders (taken as a whole), amending and/or extending the payment terms of the Loan or selling the Loan and any Borrower Ancillary Document to a third party.

9.6    We will use our reasonable endeavours to keep you up to date with the progress of any efforts to collect outstanding amounts or to collect the total outstanding amount under a Loan in respect of which a default event has occurred.

9.7    You agree and acknowledge that, acting as agent on your behalf, we and/or the Recovery Agent are unconditionally and irrevocably authorised to take all such actions and steps as we and/or the Recovery Agent consider to be necessary or desirable :-

(a)     in connection with the exercise of the discretions specifically referred to in, and subject to, this Clause 9; and

(b)     in generally dealing with Borrowers in relation to outstanding amounts which such dealings may include, but are not limited to, if we and/or the Recovery Agent (as applicable) consider (in our or their sole and absolute discretion) that such action is likely to be in the best interests of the relevant Lenders (taken as a whole) :-

(I)      agreeing to a rescheduling of payments, the granting of payment holidays or any other arrangement or compromise with a Borrower;

(II)     the granting of waivers in respect of any breach of the terms of a Loan Contract by a Borrower; and/or

 

(III)    the convening of a meeting of the relevant Lenders, in respect of a Borrower, with a view to discussing and reaching a consensus on any steps or actions to be taken with respect to such Borrower,

and you agree and acknowledge that you will bound by all such actions and steps (without prejudice to any rights which you may have under Clause 16).          

9.8    Any funds successfully recovered by us and/or the Recovery Agent will be applied in the order of payments set out in clause 5.3 of the Loan Conditions (for the avoidance of doubt clauses 5.3(a) and 5.3(b) of the Loan Conditions permit the retention, before any payment is made to you, of any costs, charges, expenses and fees (including, but not limited to, legal fees) which we and/or the Recovery Agent has incurred in connection with such recovery and for the payment of which the Borrower is liable under the provisions of the Loan Conditions and/or the Borrower Conditions (any such amounts being comprised in the definition of "Other Amount")).

10.  Terminating your membership of the Paper Street Platform

10.1  If you no longer want to be a member of the Paper Street Platform, provided you have no Loan Contracts in place at that time, you can let us know and we will end your membership.

10.2  We may end your membership of the Paper Street Platform at any time, without notice, and for any reason, including but not limited to if :-

(a)     you breach these Lender Conditions;

(b)     you breach the terms of any of your Loan Contracts;

(c)     we suspect that you have committed fraud, been involved in money laundering or other criminal activities;

(d)     you use the Paper Street Platform or any information on, accessible through or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from the services provided by us through the Paper Street Platform;

(e)     you use the Paper Street Platform in any of the following ways :-

(I)      in any way that causes, or is likely to cause, the Paper Street Platform or access to it to be interrupted or damaged in any way;

(II)     for fraudulent purposes, or in connection with a criminal offence;

(III)    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”;

(IV)    to cause annoyance, inconvenience or needless anxiety; or

(V)     if there is no activity in your Lender's Ledger Account in any 12 month period.

10.3  In relation to any termination of your membership of the Paper Street Platform:

(a)     we will credit your bank or building society account with any amounts then standing to the credit of your  Lender's Ledger Account or send a cheque to the address last provided by you; and

(b)     if we terminate your membership under the provisions of Clause 10.2 at a time when you still have Loan Contracts in place, such termination shall not (save as may otherwise be provided by law or by the order or direction of a competent court or tribunal) affect your rights and/or obligations under those Loan Contracts which, accordingly, shall remain in full force and effect and (save as aforesaid) our and your respective rights and obligations under these Lender Conditions shall continue but, save for any rights and obligations which have accrued as at the date of termination, only to the extent that such rights and obligations relate to those Loan Contracts.

11.  Your agreements with Paper Street

11.1  You agree and acknowledge that we do not make any representation or warranty, express or implied, as to the ability of Borrowers to pay and their credit risk, nor as to the effectiveness or value of any Borrower Ancillary Document, and we are not liable for the debts of Borrowers to you (under any circumstances). You acknowledge that you are lending entirely at your own risk.

11.2  Any calculations which we may provide on the Paper Street Platform or otherwise to you of the likely rate of return on a Loan are for guidance purposes only and are not guaranteed.

11.3  The information on, accessible through or obtained from the Paper Street Platform does not constitute advice, any recommendation or any endorsement of Loan Requests or Prospective Borrowers/Borrowers. Any such information is not intended to be relied upon as a sole basis for deciding whether or not to lend to a particular Prospective Borrower.

11.4  We make no representation or warranty as to the accuracy of the data displayed on a Loan Request page, nor whether the information is up to date or error free.

11.5  We do not represent, warrant or guarantee that there will be sufficient Prospective Borrowers for you to lend to or that there are sufficient other Lender Members to buy your interests in Loans should you wish to sell them. You agree and acknowledge that, on the launch of the Paper Street Platform, there is no functionality to facilitate your transferring by novation all (but not part) of your rights and obligations under any Loan Contract and in respect of any Borrower Ancillary Document to another Lender Member (though such functionality may be introduced by us (in our sole and absolute discretion) in the future). If such functionality is introduced by us, such novation must be effected in accordance with the relevant provisions of the Loan Conditions - if you become a party to a Loan Contract as a new Lender under such provisions then you will become bound by, and have the benefit of, these Lender Conditions in relation to that Loan Contract (including, but not limited to, as regards the payment of fees under Clause 7).

         If such functionality is made available by us through the Paper Street Platform, any fees charged to you (either as the transferring or new Lender) by us for administering a transfer by novation shall be as specified in these Lender Conditions and/or as detailed on the Paper Street Platform in relation to the completion of the transfer process.

11.6  Where, in connection with a Loan, a Borrower Guarantee Document has been provided, you agree and acknowledge that the enforceability of any such Borrower Guarantee Document shall be subject to normal legal risks and limitations and that neither we nor the Recovery Agent will have taken steps to seek to ensure that any individual entering into such a Borrower Guarantee Document has been independently advised on the impact of such Borrower Guarantee Document. A Borrower Guarantee Document may be open to challenge in circumstances where the individual entering into the Borrower Guarantee Document has been subject to undue pressure or influence from a third party.

12.  General terms

12.1  The information on, accessible through or obtained from the Paper Street Platform is directed solely at and is for use solely by persons and organisations that meet the criteria set out in Clause 1 and the equivalent criteria set out in the Borrower Conditions. Such information is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation.

12.2  You are permitted to download and print content from the Paper Street Platform solely for your own personal use or in the course of your business to the extent required to use the services provided through the Paper Street Platform. The content of the Paper Street Platform must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express written consent.

12.3  We are not responsible for content downloaded or posted by Lender Members/Lenders or Prospective Borrowers/Borrowers on the Paper Street Platform. We will not edit content downloaded or posted on the Paper Street Platform.

12.4  We will endeavour to allow uninterrupted access to the Paper Street Platform, but access to the Paper Street Platform may be suspended, restricted or terminated at any time.

12.5  You agree to use the Paper Street Platform only for lawful purposes and in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else's use and enjoyment of the Paper Street Platform.

12.6  You agree not to use the Paper Street Platform or any information on, accessible through or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from the services provided by us through the Paper Street Platform.

12.7  You warrant that you have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the Paper Street Platform is free from viruses and anything else which may have a contaminating or destructive effect on any part of the Paper Street Platform or any other technology.

12.8  The content and material available on the Paper Street Platform is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to buy or sell investments, securities or any other financial services or banking product. If you are unsure about whether a product is suitable you should contact an independent financial adviser.

12.9  You are responsible for all costs incurred by you in accessing the Paper Street Platform.

12.10         We accept no responsibility or liability for your use of content on the Paper Street Platform or the information on, accessible through or obtained from it and such use is entirely at your own risk. While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the Paper Street Platform, we accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate antivirus software on your computer or other device by means of which you access the Paper Street Platform.

12.11         Information transmitted through the Paper Street Platform will pass over public telecommunications networks. We accept no liability if communications sent through the Paper Street Platform are intercepted by third parties or incorrectly delivered or not delivered.

12.12         The Paper Street Platform may contain links to other websites. We accept no responsibility or liability for any material supplied by or contained on any third party website which is linked from or to the Paper Street Platform, or any use of personal data by such third party.

13. Privacy

You agree that any and all personal information you provide to us through the Paper Street Platform, or which is otherwise provided to us by you, may be collected, stored, processed and used in accordance with our privacy policy (the current form of which is accessible online at http://www.thepaperstreet.com/privacy and which we may amend, supplement or replace from time to time by posting a copy of the amended, supplemented or replaced version to the Paper Street Platform).

14.  Intellectual property rights

14.1  Subject to Clause 14.3, as between you and us, we own all present and future copyright, registered and unregistered trade marks, 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 Paper Street Platform.

14.2  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.

14.3  You shall retain ownership of all copyright in data you upload or submit to the Paper Street 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.

14.4  We do not represent or warrant that the content of the Paper Street Platform does not infringe the rights of any third party.

15. Your liability to us

You shall be liable to, and will indemnify us on demand, for any Losses suffered or incurred by us as a result of :-

15.1  your breach of these Lender Conditions or any Loan Contract; or

15.2  any fraudulent use by you of the Paper Street Platform.

16. Our liability to you

16.1  We, the Recovery Agent and our and their respective directors, officers and employees shall not have any liability to you (or any person claiming under or through you), whether in contract, tort (including negligence), breach of statutory or regulatory duty or otherwise :-

(a)     for any Losses which you may suffer or incur arising directly from, or in connection with, your being a Lender Member, using the services provided through the Paper Street Platform or entering into any Loan Contract, except to the extent that such Losses arise directly due to our breach of these Lender Conditions or the gross negligence, wilful default or fraud of us, the Recovery Agent or our or their respective directors, officers or employees; or

(b)     any indirect or consequential loss or damage or for any direct or indirect loss of business, profits, anticipated savings or goodwill.

16.2  You and we agree that this Clause 16 represents a fair and equitable position.

16.3  We are not responsible for any breach of these Lender Conditions arising from circumstances outside our reasonable control.

16.4  Subject to Clause 16.5, the total liability to you of us, the Recovery Agent and our and their respective directors, officers and employees in connection with these Lender Conditions, your membership of the Paper Street Platform and your use of the services provided through the Paper Street Platform shall not exceed, on an aggregated basis, the amount of money you have lent through the Paper Street Platform and which gives rise to the liability.

16.5  Nothing in these Lender Conditions shall exclude or limit any liability for personal injury, death or fraud nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.

17.  About us

17.1  Paper Street Funding Limited is a company incorporated in England and Wales, whose registered number is 8165485 and whose registered office and principal place of business is as stated from time to time on the Paper Street Platform.

17.2  We are registered with the Information Commissioner under data protection registration number ZA021759.

17.3  We have a Consumer Credit License granted by the Office of Fair Trading (OFT) (Licence No. 660212).

17.4  Paper Street Recoveries Limited is a company incorporated in England and Wales, whose registered number is [     ] and whose registered office and principal place of business is as stated from time to time on the Paper Street Platform.

18. Contacting us

Should you have any questions about these Lender Conditions or wish to contact us for any reason whatsoever, please contact us through the Paper Street Platform at www.thepaperstreet.com.

19. Amendments to these Lender Conditions and/or the Loan Conditions

You agree that we may amend these Lender Conditions and/or the Loan Conditions from time to time upon giving reasonable notice to you by email to your registered email address and by notification  to your My Account section on the Paper Street Platform, if the amendments are made for good reason including, but not limited to :-

19.1  making these Lender Conditions and/or the Loan Conditions clearer;

 

19.2  reflecting legitimate increases or reductions in the cost of providing our services;

19.3  providing for the introduction of new systems, services, changes in technology and products;

19.4  rectifying any mistakes that may be discovered in due course; or

19.5  in the event of any legal or regulatory changes or changes in market practice or regulatory guidance and/or recommendations,

and, with effect from the expiry of such notice, you agree that these Lender Conditions and any Loan Contract to which you are then a party will be amended by the replacement of the then existing Lender Conditions with the amended Lender Conditions and/or the incorporation of the new Loan Conditions in replacement of the then existing Loan Conditions (provided that any amendment which is made for the reasons set out in Clause 19.5 may take effect immediately or otherwise as we may specify). Any amendments which are effected to the Loan Conditions under this Clause 19 will also take effect for the purposes of any Lender's Loan Offer which you have made and which has not at the relevant time been accepted (as contemplated in Clause 4.2(b)).

20. Other important terms

20.1  These Lender Conditions, and any non-contractual obligations arising out of or in connection with it, are governed by and construed in accordance with English law, and you and we each submit to the non-exclusive jurisdiction of the English courts.

20.2  If any part of these Lender Conditions that is not fundamental is found to be illegal or unenforceable by any court of competent jurisdiction, such finding will not affect the validity or enforceability of the remainder of these Lender Conditions.

20.3  No delay or omission on our or the Recovery Agent's part in exercising any right which we have or it has under these Lender Conditions will affect any future use of that right. Using a single right (or part of it) will not prevent us or the Recovery Agent from using that right again or using any other right.

20.4  Any waiver by either us or you of a breach of any provision of these Lender Conditions shall not be considered to be a waiver of any other or later breach of the same, or any other, provision and any such waiver will only be effective if made in writing and signed by both us and you.

20.5  The records kept by us shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.

20.6 All disclaimers, indemnities and exclusions in these Lender Conditions shall survive termination of your membership of the Paper Street Platform for any reason.

20.7  We may, in whole or in part, release, compound, compromise, waive or postpone, in our sole and absolute discretion, any liability owed to us or right granted to us in these Lender Conditions 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.

20.8  These Lender Conditions and the Loan Contracts set out the entire agreement between you and us with respect to your use of the Paper Street Platform and the services provided through the Paper Street Platform and supersede any and all representations, communications and prior agreements (written or oral) made by you or us.

20.9  We may exercise any of our rights under these Lender Conditions by ourselves or through any company or other legal entity which is under our control or ownership (such as the Recovery Agent).

20.10         You agree that, even though the Recovery Agent and our and their respective directors, officers and employees are not parties to these Lender Conditions, they may take the benefit of, and specifically enforce, each express term of these Lender Conditions and any term implied under it, to the extent expressed or intended to be for their benefit, pursuant to the Contracts (Rights of Third Parties) Act 1999.

20.11         Subject to any provisions of these Lender Conditions which expressly provide for a specific form of communication, any demand, notice or other communication to be given in relation to these Lender Conditions :-

(a)     to you, shall either be posted on your My Account section of the Paper Street Platform, be sent by email to your registered email address or made in writing and sent by personal delivery or letter (first class postage prepaid) to the contact address which we hold for you; or

(b)     to us,  by personal delivery or letter (first class postage prepaid) to our contact address (accessible through the Paper Street Platform),

and will be effective in the case of :-

(I)      email to your registered email address, at the time the email is sent to such address (irrespective as to whether or not the email is actually received by you);

(II)     posting to your My Account section of the Paper Street Platform, at the time of posting (irrespective as to whether or not such posting is actually accessed and read by you);

(III)    personal delivery, upon delivery at the relevant address; or

(IV)    postal delivery, two Business Days after being deposited in the post in an envelope addressed to us or you (as applicable) at the relevant address (if you comprise more than one individual each such individual agrees that the personal delivery or sending of any such demand, notice or other communication to such relevant address shall be effective service to all such individuals).

21. Your rights of cancellation

You have the right to cancel your membership of the Paper Street Platform within 14 days of your membership registration having been completed (the "Cancellation Period") by written notice to us. If you cancel your membership any Lender's Loan Offers which you have made will be deemed to have been automatically withdrawn by you in accordance with the provisions of Clause 4.3.

 


22. Defined Terms

In these Lender Conditions the following words have the meanings set out next to them in the table below :-

 

"Account Bank"

means the bank at which the Paper Street Client Account is maintained by Paper Street from time to time 

 

"Borrower"

the person, being a Borrower Member, who is identified as the Borrower in the Key Contract Terms

 

"Borrower Ancillary Document"

 

means any Borrower Guarantee Document and any Borrower Security Document

"Borrower Member"

means a person who has completed the process of registration as a borrower member of the Paper Street Platform

 

"Borrower Guarantee Document"

any guarantee, letter of credit, bond, indemnity or similar assurance against loss entered into by any person in favour of the Recovery Agent (acting as trustee on behalf of all of the Lenders, itself and Paper Street in respect of the Borrower) to provide assurance in respect of the repayment of the total outstanding amount in respect of a Loan and any other amounts specified in a Borrower Guarantee Document

 

"Borrower Security Document"

means any Security entered into by the Borrower or any other person in favour of the Recovery Agent (acting as trustee on behalf of all of the Lenders, itself and Paper Street in respect of the Borrower) to secure the repayment of the total outstanding amount in respect of a Loan and any other amounts specified in a Borrower Security Document

 

 

 

"Borrower's Ledger Account "

 

means the ledger account maintained by us in respect of the Paper Street Client Account :-

 

(a)     to which amounts paid by the Borrower are credited;

 

(b)     from which amounts payable by the Borrower to each Lender, us or any other person in connection with the Loan are debited; and

 

(c)     from which the Completion Fee and the aggregate amount of any Payment in Kind Interest - Servicing Fees in respect of the First Calculation Date are debited

   

"Borrower's Account"

means the UK bank or building society account which has been specified by the Borrower as being the account to which the Net Lender's Loan should be credited and from which payments/repayments will be effected

 

"Borrower  Conditions"

means the terms and conditions which are applicable to a person's membership of the Paper Street Platform as a borrower member and which are available on the Paper Street Platform

 

"Business Day"

means a day other than a Saturday or Sunday on which commercial banks are open for general business in London

 

"Cancellation Period"

 

has the meaning given to such term in Clause 21

"Cash"

means that, if the Interest Payment Method is specified in the Lender's Schedule to be "Cash", interest will be payable to the Lender in cash

  

"Cash Interest – Servicing Fee"

has the meaning given to such term in Clause 7.1

"Completion Fee"

means the fee payable by the Borrower, in respect of the Loan, under the provisions of the Borrower Conditions and the Loan Conditions

 

"Conditions Precedent"

means those conditions which are specified as such in the Key Contract Terms and which must be satisfied by the Borrower as pre-conditions to the Lender advancing the Lender's Loan to the Borrower

  

"First Calculation Date"

 

has the meaning given to such term in the definition of "Servicing Fee Calculation Date"

"Guarantee / Security Provider"

means any person who is a party to a Borrower Ancillary Document (other than the Lender or the Recovery Agent)

 

"Interest Payment Date"

means each date specified for the payment of interest, which is payable in Cash, in respect of the Loan in the Key Contract Terms

 

"Interest Payment Method"

means the method by which the Lender has agreed to receive interest payments in respect of the Lender's Loan and being either Cash or Payment in Kind (as specified in the Lender's Schedule)

 

"Key Contract Terms"

means, in respect of each Lender and the Borrower, the specific terms and conditions which are applicable to the Lender's Loan made or to be made by that Lender to the Borrower, as set out in :-

 

(a)     in the case of the Borrower, the electronic document entitled "Key Contract Terms", the terms of which are accepted by the Borrower as part of the loan acceptance process on the Paper Street Platform; and

 

 

 

(b)     in the case of the Lender, the electronic document entitled "Key Contract Terms", the terms of which are made available to the Lender by the posting of a copy of the same to the Lender's My Account section of the Paper Street Platform   

 

"Lender"

means each person, being a Lender Member, who is identified as a Lender in the Lender's Schedule and "Lenders" shall be construed accordingly

 

"Lender Member"

means a person who has completed the process of registration as a lender member of the Paper Street Platform

 

"Lender  Conditions"

means the terms and conditions set out in this document entitled "Lender Conditions"

 

"Lender's Interest Amount"

means, if the Interest Payment Method is Cash, in respect of an Interest Payment Date, the amount of interest which is due for payment by the Borrower to the Lender in respect of the Lender's Loan and that Interest Payment Date as set out in the Lender's Schedule 

 

"Lender's Ledger Account "

 

means, in respect of a Lender, the ledger account maintained by us in respect of the Paper Street Client Account to which loan funds received from the Lender and payments/repayments from the Borrower to the Lender are credited and from which the advance of the Lender's Loan and any Cash Interest - Servicing Fees are debited

   

"Lender's Loan"

means, in respect of each Lender, the loan made or to be made by that Lender to the Borrower in the amount set out opposite that Lender's name in the Lender's Schedule or the principal amount outstanding for the time being of that loan

 

"Lender's Loan Completion Fee"

means that part of the Completion Fee which is attributable to the Lender’s Loan

 

 

 

"Lender's Loan Offer"

means, in respect of a Loan Request, an offer of a loan made by a Lender Member during the Loan Request Period to the Borrower Member (as evidenced in the manner set out in Clause 4.2 and which such offer has not been deemed to have been withdrawn or withdrawn in the circumstances set out in Clauses 4.3 or 4.4)

 

"Lender's Loan Offer Effective Time/Date"

 

has the meaning given to such term in Clause 4.2

"Lender's Schedule"

 

means the schedule to the Key Contract Terms

 

"Lender's Total Amount Due"

 

has the meaning given to such term in Clause 6.3

"Loan"

means :-

 

(a)     where there is only one Lender, the Lender's Loan; or

 

(b)     where there is more than one Lender, the aggregate of the Lender's Loans of all the Lenders,

 

         and, in either case, being in the amount set out in the Key Contract Terms or the principal amount outstanding for the time being of the loan

 

"Loan Conditions"

means the terms and conditions set out in the document entitled "Loan Conditions" and which are available on the Paper Street Platform

 

"Loan Contract"

means, in respect of each Lender and the Borrower, the agreement which sets out the terms and conditions on which that Lender makes the Lender's Loan to the Borrower, comprising the Loan Conditions and the Key Contract Terms

 

"Loan Contract Effective Time/Date"

 

means, in respect of a Loan Contract, as the context requires, the time and/or date at/on which the Borrower Member's acceptance of the Lender's Loan Offer is deemed to have been communicated to the Lender (in accordance with the provisions of Clause 5.3 and as such time and/or date is recorded through the Paper Street Platform and specified in the Key Contract Terms)

 

"Loan Request"

a request for loan funds which a Borrower Member posts on the Paper Street Platform and to which Lender Members have access for the purposes of considering whether or not to make an offer of a loan to that Borrower Member 

 

"Loan Request Period"

means, in respect of a Loan Request, the period of time in which Lender's Loan Offers may be made as such initial period is determined by us (in our sole and absolute discretion) and may, in accordance with the terms of Clause 4.6, be extended by us (in our sole and absolute discretion)

 

"Losses"

means all losses, damages, fines, penalties, costs, expenses or other liabilities (including legal and other professional fees)

 

"My Account"

means that part of the Paper Street Platform which can only be accessed by a Borrower Member or Lender Member, using their own secure login details

 

 

 

"Net Lender's Loan"

means an amount equal to the Lender's Loan less :-

 

(a)     the Lender's Loan Completion Fee; and

 

(b)     if applicable, the Payment in Kind Interest – Servicing Fee in respect of the First Calculation Date 

 

"Other Amount"

means any amount which is due and payable by the Borrower to us, the Recovery Agent or to the Lender in respect of costs, charges, expenses, fees (including legal fees) or any other amount in accordance with the terms of the Loan Contract and/or the Paper Street Membership Conditions (including, if the Interest Payment Method is Payment in Kind, the Payment in Kind Interest - Servicing Fee)

 

"Paper Street"

means Paper Street Funding Limited

 

"Paper Street Client Account"

means the segregated client bank account in the name of Paper Street maintained at the Account Bank for the sole purpose of holding funds on behalf of all of the members of the Paper Street Platform

 

"Paper Street Platform"

 

means the online lending platform of Paper Street operated for the purposes of seeking to match Loan Requests to potential investors

 

"Paper Street Membership Conditions"

 

means the Borrower Conditions and/or these Lender Conditions (as the context requires)

 

"Payment Date"

 

means :-

 

(a)     each Interest Payment Date;

 

(b)     each Repayment Date; and

 

(c)     any other date on which an Other Amount is due and payable by the Borrower

  

"Payment in Kind"

means that, if the Interest Payment Method is specified in the Lender's Schedule to be "Payment in Kind", interest will be payable to the Lender other than in cash but by such other means, and at the times and in the manner, specified in the Lender's Schedule

 

"Payment in Kind Interest - Servicing Fee"

 

has the meaning given to such term in the Loan Conditions

"Prospective Borrower"

 

means a Borrower Member which has posted a Loan Request

"Recovery Agent"

 

means Paper Street Recoveries Limited

 

 

"Registered User"

 

means any individual who has been registered as a user of the Paper Street Platform in respect of a Lender Member

 

"Repayment Date"

means each date specified for the repayment of principal in respect of the Loan in the Key Contract Terms

 

"Security"

means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

 

"Servicing Fee Calculation Date"

 

means :-

 

(a)     in respect of the first such calculation, the Loan Contract Effective Time/Date (the "First Calculation Date"); and

 

(b)     in respect of each subsequent calculation, the date of each anniversary of the First Calculation Date which falls prior to the final Repayment Date

"Total Amount Due"

 

has the meaning given to such term in Clause 6.3

Transfer Certificate

means the form of transfer certificate available through the Paper Street Platform for the purposes of effecting transfers pursuant to the Loan Conditions and these Lender Conditions

 

23. Interpretation

 

In these Lender Conditions, unless the context otherwise requires :-

 

23.1  words importing the singular shall include the plural and vice versa and reference to any gender includes the other gender;

 

23.2  all references to any agreement or document (including, but not limited to, these Lender Conditions, the Loan Conditions, the Key Contract Terms and the Borrower Conditions) include such agreement or document (including, but not limited to, these Lender Conditions, the Loan Conditions, the Key Contract Terms and the Borrower Conditions) as may be amended, supplemented, replaced, novated, assigned and/or transferred from time to time;

 

23.3  references to the "Borrower", the "Lender", "Paper Street" and the "Recovery Agent" (and any other expressions which refer to any such person) shall include their respective successors in title and permitted assignees and/or permitted transferees;

 

23.4  the expression "person" shall be construed to include reference to any individual, firm, company, corporation, government, state or agency of a state or any association, fund, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

 

23.5  words and phrases defined in the Companies Act 2006 have the same meanings in these Lender Conditions but the word "company" includes any body corporate; 

 

 

23.6  any reference to any statute or statutory instrument includes any enactment replacing or amending it or any instrument, order or regulation made under it and also includes any past statutory provisions (as from time to time modified or re-enacted) which such provision has directly or indirectly replaced;

 

23.7  headings are for reference purposes only and shall not affect the construction of anything in these Lender Conditions; and

 

23.8  references to "Clauses" are to the clauses or sub-clauses of these Lender Conditions.

 

 

 

Borrower Conditions

 

(A)     These Borrower Conditions set out the terms and conditions which are applicable to a person's membership of the Paper Street Platform as a borrower (a copy of these Borrower Conditions is available on the Paper Street Platform). These Borrower Conditions explain:

 

               How Paper Street operates.

               How to become a Borrower Member of the Paper Street Platform.

               How Borrower Members can use the Paper Street Platform and the associated services provided through the Paper Street Platform.

(B)     Please read these Borrower Conditions carefully and print a copy for future reference. Use of the Paper Street Platform and the associated services provided through the Paper Street Platform is subject to these Borrower Conditions which comprise a binding agreement between us and you.

 

Each Registered User, in using the Paper Street Platform and the associated services, confirms that:

(i)      he or she has read and understood these Borrower Conditions and our privacy policy (each as may be amended from time to time in accordance with the provisions of Clauses 18 and 12 respectively);

(ii)      these Borrower Conditions have been provided to you; and

(iii)     he or she is authorised, acting as your agent, to bind you to these Borrower Conditions.

If a Registered User or you do not agree to these Borrower Conditions or our privacy policy, use of the Paper Street Platform must stop immediately.

(C)     Capitalised terms and expressions which are used in these Borrower Conditions have the meanings set out in the table in Clause 20. References in these Borrower Conditions to "we", "us" and "our" means Paper Street. References to "you" and "your" means a Borrower Member.

 

(D)     Each loan agreement between each Lender and a Borrower comprises our standard Loan Conditions and Key Contract Terms (together referred to in these Borrower Conditions as the Loan Contract). Each Loan Contract is a separate agreement, governed by separate terms and conditions. If there is a conflict between these Borrower Conditions and a Loan Contract, the Loan Contract will prevail.

1.   Borrower Member eligibility criteria

1.1    To become a Borrower Member, you must meet the following criteria:

(a)     you must be a business in the form of a limited company or limited liability partnership;

(b)     you must have a permanent place of business in the UK (excluding the Channel Islands and the Isle of Man) and be registered with Companies House;

(c)     you must have a valid UK bank or building society account to facilitate repayments;

(d)     you must have been actively trading (not dormant) for at least two years and have filed accounts at Companies House for at least the last two consecutive years;

(e)     you and your directors or members must meet minimum credit and fraud risk criteria which will include obtaining a minimum score from one or more reputable credit reference agencies selected us (in our sole and absolute discretion);

(f)      you must not have any outstanding court judgments of more than £250.00; and

(g)     you must register your details on the Paper Street Platform accessed at the website www.thepaperstreet.com, some (but not all) of which we will disclose to Lender Members (see Clause 3.1 below for more details).

1.2    Directors, shareholders and/or members of Borrower Members may be required to give a personal guarantee as a Condition Precedent to the advance of a Loan.

1.3    Borrower Members cannot be sole traders, general or limited partnerships, public bodies, charities or trusts.

1.4    Once you have registered on the Paper Street Platform and have applied to borrow through the Paper Street Platform, we will carry out identity and fraud checks on you and any other persons who we may decide it is necessary or desirable to conduct such checks to comply with our legal obligations (such as each Registered User, your directors, shareholders, members, partners, managers and/or other officers) using one or more reputable credit reference agencies selected by us (in our sole and absolute discretion). We use our own internal guidelines and policies when assessing applications but we have complete discretion as to whether to allow you to become a Borrower Member. If we cannot get adequate information from any such credit reference agency then we will ask you to send us copies of the relevant passports or other identification documents plus a utility bill and anything else we may require. If you do not provide all appropriate identification documents you will not be able to borrow through the Paper Street Platform. We may also suspend or place limitations on trading on your account at any time if we believe it is appropriate in order to comply with our legal obligations. If we approve you as a Borrower Member, we will then set up a Borrower's Ledger Account for you.

1.5    You represent and warrant to us that all information provided to us in the course of the registration and borrowing process is true and accurate in all respects. You will update us if any of the information you have provided to us changes or if it proves to have been inaccurate or incomplete.

1.6    There are no fees payable to us for becoming a member of the Paper Street Platform.

1.7    Money credited to your Borrower's Ledger Account will be held by us in the Paper Street Client Account, being a segregated client account with the Account Bank - in respect of any Lender's Loan which is made to you the Lender's Loan will be credited to your Borrower's Ledger Account and then we will instruct the Account Bank to transfer the Net Lender's Loan, in accordance with, and subject to, the terms of the Loan Conditions, to your Borrower's Account. You will not be entitled to any interest which is earned in respect of any money which is credited to your Borrower's Ledger Account and which is held by us in the Paper Street Client Account – you agree that any such interest which is earned may be retained by us for our own account.

2.   Username and password

2.1    On your registering on the Paper Street Platform, each Registered User must provide a username and email address, enter a password and provide answers to three security questions. These must be used in order to access certain restricted parts of the Paper Street Platform.

2.2    Alternatively, a Registered User may log in using his or her LinkedIn or Facebook profile (or by using his or her account/profile in respect of any other social media or similar communication/ information sharing platform which we may offer for such purpose from time to time (in our sole and absolute discretion)), enabling us to fill in the registration details automatically. Following registration, the steps set out in Clause 2.1 will need to be completed.

2.3    Each time a Registered User accesses your My Account section of the Paper Street Platform the Registered User will need to enter his or her email address, password and answer one security question. A Registered User's username and password are unique to your My Account section of the Paper Street Platform and are not transferable. 

2.4    A Registered User's username, password and the answers to security questions are the methods used by us to identify the Registered User and the corresponding Borrower Member and so each Registered User must keep them secure at all times. You are responsible for all information and activity on the Paper Street Platform by anyone using a Registered User's username and password. If you authorise an employee, sub-contractor or agent to use your My Account section of the Paper Street Platform you will be responsible for their activity on the Paper Street Platform. Any breach of security, loss, theft or unauthorised use of a username, password or security information must be notified to us immediately.

 

 

2.5    You agree not to adapt or circumvent the systems in place in connection with the Paper Street Platform, nor access the Paper Street Platform in any manner other than through the normal use of it.

2.6    We reserve the right not to act on instructions where we suspect that the person logged into your My Account section of the Paper Street Platform is not a Registered User of the relevant Borrower Member or we suspect illegal or fraudulent activity or unauthorised use.

3.   The borrowing process

3.1    Once we have agreed to allow your Loan Request to be posted to the Paper Street Platform, a page detailing the Loan Request will be displayed on the Paper Street Platform. At this stage you can decide to remain anonymous but we must provide information about your credit risk profile and some other information you provide in your Loan Request application as a minimum. The Key Contract Terms, which forms part of each Loan Contract, will contain your name. Please refer to our privacy policy for more information on which details are provided to Lender Members and those which are withheld.  

3.2    Once a Loan Request has been posted, the investment process will start and Lender Members can then decide whether or not to make an offer of a loan to you and, if so, in what amount. Any Lender Member wishing to make such an offer needs to complete the loan purchase process (the time and date of such completion being the "Lender's Loan Offer Effective Time/Date") on the Paper Street Platform - the completion of this process constitutes an offer from the relevant Lender Member to you (referred to in these Borrower Conditions and the Loan Conditions as a Lender's Loan Offer) to contract on the terms of the Loan Contract.

It is, therefore, important that you have read and understood the Loan Conditions, before you accept a Lender's Loan Offer, and by accepting a Lender's Loan Offer you will be deemed to have accepted the Loan Conditions in the form published on the Paper Street Platform at the Loan Contract Effective Time/Date – this means that if, during the period between when you print off the proposed Loan Contract(s) (as to which see Clause 4.1) and the Loan Contract Effective Time/Date the Loan Conditions are effectively amended in accordance with the provisions of Clause 18, your acceptance, and hence the Loan Contract(s), will be based on the amended Loan Conditions.

3.3    In relation to a Loan Request, there will normally be a defined time period during which Lender Members can make loan offers (referred to in these Borrower Conditions as the Loan Request Period). After the start of the Loan Request Period you cannot amend your Loan Request.  

3.4    Following the Lender's Loan Offer Effective Time/Date, a Lender Member is not permitted under the Lender Conditions to withdraw their Lender's Loan Offer unless, at the Lender's Loan Offer Effective Time/Date, the Cancellation Period has not expired and the Lender Member exercises its rights of cancellation in accordance with the Lender Conditions before the expiry of such period.  A Lender's Loan Offer will also be deemed to have been automatically withdrawn if the Lender has not, within 14 days of the Lender's Loan Offer Effective Time/Date, credited/transferred to the Paper Street Client an amount equal to the Lender's Loan or such amount is credited/transferred but then, within such period, is subject to a payment recall or other payment reversal (for whatever reason).

3.5    The general expectation is that a Loan Request must be fully funded at the end of the Loan Request Period in order to proceed to completion of the relevant Loan. However, subject to your being willing to accept a partially funded Loan Request, each Lender Member has agreed in the Lender Conditions that :-

(a)     any Loan Request which is funded at the end of the Loan Request Period by a percentage of 75% or above (relative to the amount of the Loan Request) will be considered to be fully funded (but without prejudice to our rights to extend the initial Loan Request Period under the provisions of Clause 3.6);

(b)     that they will not be entitled to withdraw their Lender's Loan Offer (save in the circumstances set out in Clause 3.4); and

 

(c)     we will not be obliged to seek a Lender Member's prior consent or give  prior notification to a Lender Member before notifying you of the result of the Loan Request and initiating the Loan completion process.

3.6    If a Loan Request is not 100% funded at the end of the initial Loan Request Period (irrespective as to whether or not it is funded by a percentage of 75% or above (relative to the amount of the Loan Request)), we may extend such initial Loan Request Period by such further period, not exceeding the initial Loan Request Period, as we may, in our sole and absolute discretion, determine. If we extend such initial Loan Request Period, and the Loan Request is not funded by a percentage of 75% or above (relative to the amount of the Loan Request) at the end of the extended Loan Request Period, then the Loan Request and any Lender's Loan Offers which have been made in respect of that Loan Request will be deemed to have been automatically withdrawn and we will notify you and the relevant Lender Members accordingly.

3.7    Lender's Loan Offers will be accepted in chronological order, up to an aggregate amount not exceeding the amount of a Loan Request.  Simultaneous Lender's Loan Offers will be accepted in the order determined by us (in our sole and absolute discretion).

4.   The Loan Contract

4.1    Once a Loan Request is fully funded (whether before or at the end of the Loan Request Period) or, subject to the above conditions, is funded, at the end of the Loan Request Period, by a percentage of 75% or above (relative to the amount of the Loan Request) we will notify you, after allowing a period of 14 days after the final Lender's Loan Offer Effective Time/Date to receive from the relevant Lender Members cleared funds equal to their Lender's Loans into the Paper Street Client Account and to allow any Cancellation Period which any Lender Member may have to expire.

A copy of the proposed Loan Contract(s) will be made available to you through the Paper Street Platform which you must print off together with a copy of the Approval Resolutions – the proposed Loan Contract(s) will take the form of the Loan Conditions together with a composite Lender's Schedule relating to all of the proposed Lenders. At this stage the Key Contract Terms will not include any signature page – a full version of the Key Contract Terms including a signature page will be produced following your completion of the loan acceptance process (as to which see Clause 4.3).

4.2    You must then hold a meeting of your board of directors or members (as applicable) to consider whether or not to accept the Lender's Loan Offers which have made in relation to your Loan Request and, if you decide to accept, you must complete the form of Approval Resolutions in the manner indicated – the Registered User who is authorised, pursuant to the Approval Resolutions, to accept each Loan Contract electronically on your behalf (the "Authorised Person"), must then complete the loan acceptance process on the Paper Street Platform (please note that you will not be able withdraw your acceptance once this process has been completed or cancel the Loan). You will have 15 days from the date of the notification referred to in Clause 4.1 to complete the loan acceptance process and if you do not do so within this period, unless we agree to extend the period for acceptance (in our sole and absolute discretion), the Lender's Loan Offers which have been made in relation to your Loan Request will be deemed to have lapsed. 

4.3    As soon as reasonably practicable following your completion  of the loan acceptance process :-

(a)     we will notify each Lender of your acceptance by means of an email being sent to each Lender's  registered email address and at the same time and on the date on which the email is sent (referred to in these Borrower Conditions as the Loan Contract Effective Time/Date) a Loan Contract will be entered into electronically between you and each Lender and this will have the same effect as if the Loan Contract had been physically signed in hard copy form by you and each Lender; and

(b)     a copy of the electronically completed Loan Contract(s) (which will take the form of the Loan Conditions together with a composite Lender's Schedule relating to all of the Lenders) will be made available to you through the Paper Street Platform which you must print off, as this document will need to be physically signed by the Authorised Person and returned to us as one of pre-conditions to the advance of each Lender's Loan (as to which see Clause 4.4).

For the avoidance of doubt, if a Loan is being funded by more than one Lender, at the Loan Contract Effective Time/Date a separate Loan Contract will be entered into between you  and each Lender in respect of the Lender's Loan which relates to that Lender.

4.4    You must, as pre-conditions to the advance of each Lender's Loan :-

(a)     print off a copy of the electronically completed Loan Contract(s) (in the form made available to you, following completion of the loan acceptance process on the Paper Street Platform), sign such Loan Contract(s) (the person who physically signs such Loan Contract(s) must be the Authorised Person and whose name is printed at the foot of such Loan Contract(s)) and return the original of such signed Loan Contract(s) to us;

(b)     send to us the completed original of the Approval Resolutions;   

(c)     if the Payment Method is :-

(I)      standing order :-

(A)     duly complete/set up a standing order with your bank/building society for the purpose of effecting payments into the Paper Street Client Account (for amounts and payment dates which reflect the scheduled amounts and payment dates in respect of the Loan and the Loan Contract(s)); and

(B)     confirm to us in writing that you have set up the standing order with your bank/building society;

(II)     direct debit, send to us an original, duly completed direct debit mandate, signed by your authorised signatory(ies) in accordance with the terms of the relevant bank/building society mandate; or

(III)    a method other than standing order or direct debit, such other documents or evidence as may be specified as a Condition Precedent in relation to such method; and

  (d)   provide to us any other documents and any other evidence specified as Conditions Precedent.

4.5    As soon as reasonably practicable following the Loan Contract Effective Time/Date, and subject to Clause 4.6 and the receipt by us from you of all the documents and other evidence listed as Conditions Precedent (in form and substance satisfactory us (in our sole and absolute discretion), including the documents specifically referred to in Clauses 4.4(a) to 4.4(c)) :-

(a)     each Lender's Loan, subject to cleared funds in respect of  a  Lender's Loan then standing to the credit of the Lender’s Ledger Account, will be advanced to you, such advance to be effected by us instructing the Account Bank to transfer to your Borrower's Account an amount equal to the Net Lender's Loan; and

(b)     you agree to our debiting to your Borrower's Ledger Account :-

(I)      an amount equal to the Completion Fee; and

(II)     an amount equal to the aggregate amount of any Payment in Kind Interest - Servicing Fees in respect of the First Calculation Date, and

transferring such amount(s) to our own account.

You agree and acknowledge that, if the Loan is being funded by more than one Lender, the total net amount which will be received by you will, subject to the provisions of Clauses 4.4, this Clause 4.5 and 4.6, be equal to the Loan less :-

(A)     the Completion Fee; and

(B)     the aggregate amount of any Payment in Kind Interest - Servicing Fees in respect of the First Calculation Date.

 

 

 

4.6    You agree and acknowledge that, if at any time between the Loan Contract Effective Time/Date and prior to the advance to you of a Lender's Loan, we consider (in our sole and absolute discretion) that :-

(a)     your application for membership of the Paper Street Platform and/or your Loan Request; and/or

(b)     any document, evidence or other information provided in connection therewith (including, but not limited to, the Conditions Precedent),

is unsatisfactory in any respect, we may (acting as the Lender's agent) terminate each Loan Contract by email sent to the registered email addresses of you and each relevant Lender (such termination shall be deemed to have been effective at the time the latest of such emails is sent (or, if they are sent at the same time, that time) irrespective as to whether or not the emails are actually received by you and/or any relevant Lender) and on such termination you and each relevant Lender shall cease to be under any further obligations to the other under each Loan Contract.

4.7    If the Interest Payment Method is Cash, you will not be liable to pay any interest unless and until you complete the loan acceptance process on the Paper Street Platform and if you do complete such process interest will start to accrue on the relevant Lender's Loans with effect from the date which we used as the basis to calculate the amounts of interest specified in the Key Contract Terms.

4.8    Each Loan Contract will provide that any notice or communication to be sent by you to a Lender must be made in writing and sent by personal delivery or letter (first class postage prepaid) to our contact address (accessible through the Paper Street Platform).

4.9    Each Loan will be for the period specified in each Loan Contract which relates to it.

 

 

 

 

5.   Interest and Repayments

5.1    The amounts and payment dates in respect of payments of principal and, if the Interest Payment Method is Cash, interest which are due by you to each Lender are set out in the Key Contract Terms. Each Loan Contract governs the payment of these amounts.

5.2    If you have agreed with a Lender that the Interest Payment Method is Payment in Kind, under the terms of the relevant Loan Contract you undertake to the Lender to deliver and/or provide the Payment in Kind to the Lender by such means, and at the times and in the manner, specified in the relevant Lender's Schedule.  

5.3    On or before each Payment Date, you must ensure that sufficient funds have been credited/transferred to the Paper Street Client Account such that, on each Payment Date, the  cleared funds then standing to the credit of your Borrower's Ledger Account are sufficient to pay the total amount then due to the Lenders, us and the Recovery Agent in respect of a Loan (the "Total Amount Due")(such credit/transfer to effected, in the case of scheduled payments/repayments, the Payment Method or, in the case of non-scheduled payments/repayments (such as in respect of Other Amounts), by direct credit transfer, or by such other means as we may agree (in our sole and absolute discretion), to the Paper Street Client Account).

5.4      All payments which you make will be credited to your Borrower's Ledger Account. On each Payment Date, if the amount of cleared funds then standing to the credit of your Borrower's Ledger Account is equal to or exceeds the Total Amount Due, we will debit your Borrower's Ledger Account with the Total Amount Due and will credit to each Lender's Ledger Account such part of the Total Amount Due as is then due and payable to each Lender (such part being the "Lender's Total Amount Due") and :-

(a)     each Lender agrees and acknowledges in the Loan Contract and the Lender Conditions that such crediting of the Lender's Total Amount Due to its Lender's Ledger Account shall constitute a complete and sufficient discharge of your payment obligations to such Lender in respect of the Lender's Total Amount Due and the relevant Payment Date (notwithstanding the provisions of Clause 5.4(b)); and

(b)     we will, as soon as reasonably practicable following the Payment Date, apply the Total Amount Due :-

(I)      subject to the Lender Conditions, in payment to each Lender of the Lender's Total Amount Due net of any Cash Interest - Servicing Fee then due and payable by the Lender to us; and/or

(II)     in payment to us or the Recovery Agent of such part of the Total Amount Due as is then due and payable to us or the Recovery Agent (including, but not limited to, any Payment in Kind – Servicing Fee then due and payable by you to us),

and we will make the necessary entries in your Borrower’s Ledger Account and each Lender’s Ledger Account to record such transactions.

5.5    If, on any Payment Date, the amount of cleared funds then standing to the credit of your Borrower's Ledger Account is less than the Total Amount Due, we will apply such credit balance in payment of the Total Amount Due in the order of payments set out in clause 5.3 of the Loan Conditions. Any amounts recovered by us and/or the Recovery Agent as a result of the taking of any actions and/or steps in the circumstances set out in Clause 8 will also be applied in the order of payments set out in clause 5.3 of the Loan Conditions.

5.6    All payments to be made by you under a Loan Contract are required to be made without any deduction or withholding for or on account of tax unless such a deduction or withholding is required by law. It is your responsibility to account for any income tax and other personal taxes that may be payable to the appropriate authorities.

5.7    If you wish to repay a Loan before its scheduled final Repayment Date, then you may do so in accordance with the relevant terms set out in the Loan Conditions.

 

6.   Borrower fees

6.1    You agree to pay to us a completion fee in respect of each Loan in an amount equal to :-

(a)     2% of the Loan (if the term of the Loan is 6 or 12 months);

(b)     3% of the Loan (if the term of the Loan is 24 or 36 months); or

(c)     4% of the Loan (if the term of the Loan is 48 or 60 months).

6.2    You agree and acknowledge that the Completion Fee will be deducted from the Loan (as is provided for in Clause 4.5) with the result that the total net amount which will be received by you will, subject to the provisions of Clauses 4.4, 4.5 and 4.6, be equal to the Loan less the Completion Fee and the aggregate amount of any Payment in Kind Interest - Servicing Fees in respect of the First Calculation Date. We will debit your Borrower’s Ledger Account with an amount equal to the Completion Fee and the aggregate amount of any Payment in Kind Interest - Servicing Fees in respect of the First Calculation Date for our own account.  

6.3    If you have agreed with a Lender that the Interest Payment Method is Payment in Kind, you agree to pay us an annual servicing fee (the "Payment in Kind Interest - Servicing Fee") equal to 1% of the Lender's Loan calculated on each Servicing Fee Calculation Date, and payable by you in advance on each Servicing Fee Calculation Date, provided that if, on any Servicing Fee Calculation Date, the remaining term of the Loan is less than 12 months, the amount payable by you shall be calculated on a pro rata basis according to the proportion which such remaining term bears to 12 months.

6.4    The Payment in Kind Interest - Servicing Fee covers our role in administrating and facilitating the Loan, not the credit analysis we carry out as part of our underwriting exercise, which is a no-cost added value arrangement only.

 

 

6.5    You also agree to pay/reimburse to us and/or the Recovery Agent, on demand, any costs, charges, expenses and fees (including, but not limited to, legal fees) incurred by us and/or the Recovery Agent (whether on our or their own account or by way of our or their being liable for the payment of the same to any other person) in connection with the collection or recovery (or attempted collection or recovery) of any outstanding amounts which are due and payable by you and/or in relation to the enforcement of, or the preservation of any rights under, a Loan Contract and/or any Borrower Ancillary Document.

Where payable, Value Added Tax and all other applicable taxes or duties will be additionally charged at the prevailing rate.

7.   The role of Paper Street

7.1    Our principal role is to perform administrative functions on behalf of Borrower Members and Lender Members in order to bring together Prospective Borrowers and Lender Members, to provide a stream-lined process for entering into loans (including the development of standard form loan contracts) and to co-ordinate and facilitate the payment and collection of sums due under or in connection with those loans. We also pass on available data from one or more reputable credit reference agencies selected by us (in our sole and absolute discretion) about Prospective Borrowers to assist each Lender Member's analysis of each Loan Request and add value to the credit analysis as part of our underwriting exercise.

7.2    We are not a party to any Loan Contract, save where we act as a Lender in our own right (though we have third party rights under each Loan Contract).

7.3    We will not perform any management functions on your behalf -  you retain complete control and discretion over whether or not to accept loan offers from Lender Members  and over all other aspects of your participation in the Paper Street Platform and loans made through it save that we may perform additional tasks if a default event occurs in respect of a Loan (as outlined in Clause 8).

 

7.4    Nothing we do and nothing on the Paper Street Platform is intended to operate or be construed as advice or a recommendation by us to accept a particular Lender's Loan Offer.

7.5    We will make available to each Lender Member, through the Paper Street Platform, a summary of the Prospective Borrower’s operational and financial performance, and a loan risk profile derived through our proprietary classification at the time a Loan Request is processed, which is based on information included in the Prospective Borrower's application and the results of an online check made with one or more reputable credit reference agencies selected by us (in our sole and absolute discretion).  We do not check or edit the primary information submitted or uploaded by a Prospective Borrower.

8.   Missed payments

8.1    If at any time you believe that you may not be able to make one or more payments under a Loan Contract, please contact us immediately.

8.2    If you miss a payment or only partially pay the Total Amount Due in respect of a Loan, we (either ourselves or through an agent appointed by us to act on our behalf) will contact you and ask you to explain why and to discuss the manner and timing of your payment of the total outstanding amount in respect of that Loan. If you have not paid the total outstanding amount by the date which falls 7 Business Days after the original payment was due, your account will be treated as an overdue account and we (either ourselves or through an agent appointed by us to act on our behalf) will continue to attempt to collect the total outstanding amount.

8.3    If you fail to pay, in whole or in part, the Total Amount Due in respect of a Loan on any Payment Date and such unpaid amount remains outstanding for more than 90 days after such Payment Date, this will constitute a default event under each relevant Loan Contract. If this happens, or one of the other default events set out in the Loan Conditions occurs, we may, in accordance with the provisions of the Lender Conditions, exercise each Lender's right to terminate each Loan Contract which relates to the relevant Loan and demand immediate repayment from you of the total amount which is then outstanding in respect of the Loan. In such circumstances we (either ourselves or through an agent appointed by us to act on our behalf) will continue to attempt to collect the total outstanding amount.

8.4    If, following any exercise of the rights referred to in Clause 10.3 in respect of a Loan, we, or any agent appointed by us to act on our behalf, is still unable to collect the total outstanding amount, we may, in accordance with the provisions of the Lender Conditions, novate each Lender's Loan which relates to that Loan to the Recovery Agent. We need to novate the debt to the Recovery Agent to ensure that there is only one claimant in any legal action which may be taken against you and in order, if the decision is taken to do so, to litigate against you.

8.5    If the Recovery Agent is appointed, in the circumstances set out in Clause 8.4, this may lead to :-

(a)     legal proceedings being commenced against you to seek to recover the total outstanding amount;

(b)     the enforcement of any Borrower Ancillary Document; and/or

(c)     the Loan and any Borrower Ancillary Document being sold to a third party.

8.6    If you miss a payment, only partially pay the Total Amount Due in respect of a Loan and/or a default event occurs (as set out in the Loan Conditions), this may result in you having to pay/reimburse to us, under the provisions of Clause 6.5, costs, charges, expenses and fees (including, but not limited to, legal fees).      

9.   Terminating your membership of the Paper Street Platform

9.1    If you no longer want to be a member of the Paper Street Platform, provided you have no Loan Contracts in place at that time, you can let us know and we will end your membership.

9.2    We may end your membership of the Paper Street Platform at any time, without notice, and for any reason, including but not limited to if :-

(a)     you breach these Borrower Conditions;

(b)     you breach the terms of any of your Loan Contracts;

(c)     we suspect that you have committed fraud, been involved in money laundering or other criminal activities;

(d)     you use the Paper Street Platform or any information on, accessible through or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from the services provided by us through the Paper Street Platform;

(e)     you use the Paper Street Platform in any of the following ways :-

(I)      in any way that causes, or is likely to cause, the Paper Street Platform or access to it to be interrupted or damaged in any way;

(II)     for fraudulent purposes, or in connection with a criminal offence;

(III)    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"; or

(IV)    to cause annoyance, inconvenience or needless anxiety.

9.3    In relation to any termination of your membership of the Paper Street Platform:

(a)     if, at the time of termination, you have no Loan Contracts in place and all your obligations and liabilities to any Lenders, us and the Recovery Agent under any previous Loan Contracts entered into by you have been satisfied and discharged in full, we will credit your bank or building society account with any amounts then standing to the credit of your Borrower's Ledger Account or send a cheque to the address last provided by you; and

(b)     if we terminate your membership under the provisions of Clause 11.2 at a time when you still have Loan Contracts in place, such termination shall not (save as may otherwise be provided by law or by the order or direction of a competent court or tribunal) affect your rights and/or obligations under those Loan Contracts which, accordingly, shall remain in full force and effect and (save as aforesaid) our and your respective rights and obligations under these Borrower Conditions shall continue but, save for any rights and obligations which have accrued as at the date of termination, only to the extent that such rights and obligations relate to those Loan Contracts.

10.  Your agreements with Paper Street

10.1  Being a Borrower Member of Paper Street does not in any oblige us to procure funding for you or constitute a representation, warranty or guarantee from us that funding will be available.

10.2  Any interest rates advertised by us on the Paper Street Platform are indicative only and we do not guarantee that the rates advertised will be available.

10.3  The information on, accessible through or obtained from the Paper Street Platform does not constitute advice, any recommendation or any endorsement of any Lender's Loan Offer or Lenders. Any such information is not intended to be relied upon as a sole basis for deciding whether or not to accept to a particular Lender's Loan Offer.

10.4  Whilst, on the launch of the Paper Street Platform, there is no functionality to facilitate a Lender transferring by novation all (but not part) of its rights and obligations under any Loan Contract and in respect of any Borrower Ancillary Document  to another Lender Member, such functionality may be introduced by us (in our sole and absolute discretion) in the future in which such case Lenders will be able, in accordance with the Loan Conditions, to effect such a transfer. You will be notified of any such transfer by novation, as soon as reasonably practicable thereafter, by means of an email sent to your registered email address.

10.5  You are not entitled to assign or transfer any of your rights or obligations under a Loan Contract and/or any Borrower Ancillary Document.

10.6  Where, in connection with a Loan, a Borrower Guarantee Document has been provided, you represent and warrant that the relevant Guarantee/Security Provider has not been the subject of any undue pressure or influence by you or any other person.

11.  General terms

11.1  The information on, accessible through or obtained from the Paper Street Platform is directed solely at and is for use solely by persons and organisations that meet the criteria set out in Clause 1 and the equivalent criteria set out in the  Lender Conditions. Such information is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation.

11.2  You are permitted to download and print content from the Paper Street Platform solely for your own personal use or in the course of your business to the extent required to use the services provided through the Paper Street Platform. The content of the Paper Street Platform must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express written consent.

11.3  We are not responsible for content downloaded or posted by Lender Members/Lenders or Prospective Borrowers/Borrowers on the Paper Street Platform. We will not edit content downloaded or posted on the Paper Street Platform.

11.4  We will endeavour to allow uninterrupted access to the Paper Street Platform, but access to the Paper Street Platform may be suspended, restricted or terminated at any time.

11.5  You agree to use the Paper Street Platform only for lawful purposes and in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else's use and enjoyment of the Paper Street Platform.

11.6  You agree not to use the Paper Street Platform or any information on, accessible through or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from the services provided by us through the Paper Street Platform.

11.7  You warrant that you have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the Paper Street Platform is free from viruses and anything else which may have a contaminating or destructive effect on any part of the Paper Street Platform or any other technology.

11.8  The content and material available on the Paper Street Platform is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to buy or sell investments, securities or any other financial services or banking product. If you are unsure about whether a product is suitable you should contact an independent financial adviser.

11.9  You are responsible for all costs incurred by you in accessing the Paper Street Platform.

11.10         We accept no responsibility or liability for your use of content on the Paper Street Platform or the information on, accessible through or obtained from it and such use is entirely at your own risk. While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the Paper Street Platform, we accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate antivirus software on your computer or other device by means of which you access the Paper Street Platform.

11.11         Information transmitted through the Paper Street Platform will pass over public telecommunications networks. We accept no liability if communications sent through the Paper Street Platform are intercepted by third parties or incorrectly delivered or not delivered.

11.12         The Paper Street Platform may contain links to other websites. We accept no responsibility or liability for any material supplied by or contained on any third party website which is linked from or to the Paper Street Platform, or any use of personal data by such third party.

12.  Privacy

You agree that any and all personal information you provide to us through the Paper Street Platform, or which is otherwise provided to us by you, may be collected, stored, processed and used in accordance with our privacy policy (the current form of which is accessible online at http://www.thepaperstreet.com/privacy and which we may amend, supplement or replace from time to time by posting a copy of the amended, supplemented or replaced version to the Paper Street Platform).

13. Intellectual property rights

13.1  Subject to Clause 13.3, as between you and us, we own all present and future copyright, registered and unregistered trade marks, 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 Paper Street Platform.

13.2  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.

13.3  You shall retain ownership of all copyright in data you upload or submit to the Paper Street 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.

13.4  We do not represent or warrant that the content of the Paper Street Platform does not infringe the rights of any third party.

14.  Your liability to us

14.1  You shall be liable to, and will indemnify us on demand, for any Losses suffered or incurred by us as a result of :-

(a)     your breach of these Borrower Conditions or any Loan Contract; or

(b)     any fraudulent use by you of the Paper Street Platform.

 

14.2 You will also be liable to us for any costs, charges, expenses and fees (including, but not limited to, legal fees) incurred by us in accordance with the provisions of Clause 6.5.

15. Our liability to you

15.1  We, the Recovery Agent and our and their respective directors, officers and employees shall not have any liability to you (or any person claiming under or through you), whether in contract, tort (including negligence), breach of statutory or regulatory duty or otherwise :-

(a)     for any Losses which you may suffer or incur arising directly from, or in connection with, your being a Borrower Member, using the services provided through the Paper Street Platform or entering into any Loan Contract, except to the extent that such Losses arise directly due to our breach of these Borrower Conditions or the gross negligence, wilful default or fraud of us, the Recovery Agent or our or their respective directors, officers or employees; or

(b)     any indirect or consequential loss or damage or for any direct or indirect loss of business, profits, anticipated savings or goodwill.

15.2  You and we agree that this Clause 15 represents a fair and equitable position.

15.3  We are not responsible for any breach of these Borrower Conditions arising from circumstances outside our reasonable control.

15.4  Subject to Clause 15.5, the total liability to you of us, the Recovery Agent and our and their respective directors, officers and employees in connection with these Borrower Conditions, your membership of the Paper Street Platform and your use of the services provided through the Paper Street Platform shall not exceed, on an aggregated basis, the amount of money you have borrowed through the Paper Street Platform and which gives rise to the liability.

15.5  Nothing in these Borrower Conditions shall exclude or limit any liability for personal injury, death or fraud nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.

16. About us

16.1  Paper Street Funding Limited is a company incorporated in England and Wales, whose registered number is 8165485 and whose registered office and principal place of business is as stated from time to time on the Paper Street Platform.

16.2  We are registered with the Information Commissioner under data protection registration number ZA021759.

16.3  We have a Consumer Credit License granted by the Office of Fair Trading (OFT) (Licence No. 660212).

16.4  Paper Street Recoveries Limited is a company incorporated in England and Wales, whose registered number is [     ] and whose registered office and principal place of business is as stated from time to time on the Paper Street Platform.

17.  Contacting us

Should you have any questions about these Borrower Conditions or wish to contact us for any reason whatsoever, please contact us through the Paper Street Platform at www.thepaperstreet.com.

18. Amendments to these Borrower Conditions and/or the Loan Conditions

You agree that we may amend these Borrower Conditions and/or the Loan Conditions from time to time upon giving reasonable notice to you by email to your registered email address and by notification  to your My Account section on the Paper Street Platform, if the amendments are made for good reason including, but not limited to :-

18.1  making these Borrower Conditions and/or the Loan Conditions clearer;

18.2  reflecting legitimate increases or reductions in the cost of providing our services;

18.3  providing for the introduction of new systems, services, changes in technology and products;

18.4  rectifying any mistakes that may be discovered in due course; or

 

18.5  in the event of any legal or regulatory changes or changes in market practice or regulatory guidance and/or recommendations,

and, with effect from the expiry of such notice, you agree that these Borrower Conditions and/or any Loan Contract to which you are then a party will be amended by the replacement of the then existing Borrower Conditions with the amended Borrower Conditions and/or the incorporation of the new Loan Conditions in replacement of the then existing Loan Conditions (provided that any amendment which is made for the reasons set out in Clause 18.5 may take effect immediately or otherwise as we may specify). Any amendments which are effected to the Loan Conditions under this Clause 18 will also take effect for the purposes of any Lender's Loan Offers which have been made to you and which have not at the relevant time been accepted (as contemplated in Clause 3.2).

19. Other important terms

19.1  These Borrower Conditions, and any non-contractual obligations arising out of or in connection with it, are governed by and construed in accordance with English law, and you and we each submit to the non-exclusive jurisdiction of the English courts.

19.2  If any part of these Borrower Conditions that is not fundamental is found to be illegal or unenforceable by any court of competent jurisdiction, such finding will not affect the validity or enforceability of the remainder of these Borrower Conditions.

19.3  No delay or omission on our or the Recovery Agent's part in exercising any right which we have or it has under these Borrower Conditions will affect any future use of that right. Using a single right (or part of it) will not prevent us or the Recovery Agent from using that right again or using any other right.

19.4  Any waiver by either us or you of a breach of any provision of these Borrower Conditions shall not be considered to be a waiver of any other or later breach of the same, or any other, provision and any such waiver will only be effective if made in writing and signed by both us and you.

 

19.5  The records kept by us shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.

19.6 All disclaimers, indemnities and exclusions in these Borrower Conditions shall survive termination of your membership of the Paper Street Platform for any reason.

19.7  We may, in whole or in part, release, compound, compromise, waive or postpone, in our sole and absolute discretion, any liability owed to us or right granted to us in these Borrower Conditions 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.

19.8  These Borrower Conditions and the Loan Contracts set out the entire agreement between you and us with respect to your use of the Paper Street Platform and the services provided through the Paper Street Platform and supersede any and all representations, communications and prior agreements (written or oral) made by you or us.

19.9  We may exercise any of our rights under these Borrower Conditions by ourselves or through any company or other legal entity which is under our control or ownership (such as the Recovery Agent).

19.10         You agree that, even though the Recovery Agent and our and their respective directors, officers and employees are not parties to these Borrower Conditions, they may take the benefit of, and specifically enforce, each express term of these Borrower Conditions and any term implied under it, to the extent expressed or intended to be for their benefit, pursuant to the Contracts (Rights of Third Parties) Act 1999.

19.11         Subject to any provisions of these Borrower Conditions which expressly provide for a specific form of communication, any demand, notice or other communication to be given in relation to these Borrower Conditions :-

(a)     to you, shall either be posted on your My Account section of the Paper Street Platform, be sent by email to your registered email address or made in writing and sent by personal delivery or letter (first class postage prepaid) to the contact address which we hold for you; or

(b)     to us,  by personal delivery or letter (first class postage prepaid) to our contact address (accessible through the Paper Street Platform),

and will be effective in the case of :-

(I)      email to your registered email address, at the time the email is sent to such address (irrespective as to whether or not the email is actually received by you);

(II)     posting to your My Account section of the Paper Street Platform, at the time of posting (irrespective as to whether or not such posting is actually accessed and read by you);

(III)    personal delivery, upon delivery at the relevant address; or

(IV)    postal delivery, two Business Days after being deposited in the post in an envelope addressed to us or you (as applicable) at the relevant address (if you comprise more than one individual each such individual agrees that the personal delivery or sending of any such demand, notice or other communication to such relevant address shall be effective service to all such individuals).

20. Defined Terms

In these Borrower Conditions the following words have the meanings set out next to them in the table below :-

 

"Account Bank"

means the bank at which the Paper Street Client Account is maintained by Paper Street from time to time 

 

"Approval Resolutions"

means the extract approval resolutions, in the form available through the Paper Street Platform, which must be completed as a Condition Precedent

 

 

"Authorised Person"

has the meaning given to such term in Clause 4.2

 

"Borrower"

the person, being a Borrower Member, who is identified as the Borrower in the Key Contract Terms

 

"Borrower Ancillary Document"

 

means any Borrower Guarantee Document and any Borrower Security Document

"Borrower Member"

means a person who has completed the process of registration as a borrower member of the Paper Street Platform

 

"Borrower Guarantee Document"

any guarantee, letter of credit, bond, indemnity or similar assurance against loss entered into by any person in favour of the Recovery Agent (acting as trustee on behalf of all of the Lenders, itself and Paper Street in respect of the Borrower) to provide assurance in respect of the repayment of the total outstanding amount in respect of a Loan and any other amounts specified in a Borrower Guarantee Document

 

"Borrower Security Document"

means any Security entered into by the Borrower or any other person in favour of the Recovery Agent (acting as trustee on behalf of all of the Lenders, itself and Paper Street in respect of the Borrower) to secure the repayment of the total outstanding amount in respect of a Loan and any other amounts specified in a Borrower Security Document

 

"Borrower's Ledger Account "

 

means the ledger account maintained by us in respect of the Paper Street Client Account :-

 

(a)     to which amounts paid by the Borrower are credited;

 

 

(b)     from which amounts payable by the Borrower to each Lender, us or any other person in connection with the Loan are debited; and

 

(c)     from which the Completion Fee and the aggregate amount of any Payment in Kind Interest - Servicing Fees in respect of the First Calculation Date are debited

   

"Borrower's Account"

means the UK bank or building society account which has been specified by the Borrower as being the account to which the Net Lender's Loan should be credited and from which payments/repayments will be effected

 

"Borrower  Conditions"

means the terms and conditions set out in this document entitled "Borrower Conditions"

 

"Business Day"

means a day other than a Saturday or Sunday on which commercial banks are open for general business in London

 

"Cancellation Period"

 

has meaning given to such term in the Lender Conditions

 

 

"Cash"

means that, if the Interest Payment Method is specified in the Lender's Schedule to be "Cash", interest will be payable to the Lender in cash

  

"Cash Interest – Servicing Fee"

 

has the meaning given to such term in the Lender Conditions

"Completion Fee"

means the fee payable by the Borrower, in respect of the Loan, under the provisions of Clause 6.1 and under the Loan Conditions

 

 

 

"Conditions Precedent"

means those conditions which are specified as such in the Key Contract Terms and which must be satisfied by the Borrower as pre-conditions to the Lender advancing the Lender's Loan to the Borrower

  

"First Calculation Date"

 

has the meaning given to such term in the definition of "Servicing Fee Calculation Date"

"Guarantee / Security Provider"

means any person who is a party to a Borrower Ancillary Document (other than the Lender or the Recovery Agent)

 

"Interest Payment Date"

means each date specified for the payment of interest, which is payable in Cash, in respect of the Loan in the Key Contract Terms

 

"Interest Payment Method"

means the method by which the Lender has agreed to receive interest payments in respect of the Lender's Loan and being either Cash or Payment in Kind (as specified in the Lender's Schedule)

 

"Key Contract Terms"

means, in respect of each Lender and the Borrower, the specific terms and conditions which are applicable to the Lender's Loan made or to be made by that Lender to the Borrower, as set out in :-

 

(a)     in the case of the Borrower, the electronic document entitled "Key Contract Terms", the terms of which are accepted by the Borrower as part of the loan acceptance process on the Paper Street Platform; and

 

(b)     in the case of the Lender, the electronic document entitled "Key Contract Terms", the terms of which are made available to the Lender by the posting of a copy of the same to the Lender's My Account section of the Paper Street Platform   

 

"Lender"

means each person, being a Lender Member, who is identified as a Lender in the Lender's Schedule and "Lenders" shall be construed accordingly

 

"Lender Member"

means a person who has completed the process of registration as a lender member of the Paper Street Platform

 

"Lender  Conditions"

means the terms and conditions which are applicable to a person's membership of the Paper Street Platform as a lender member and which are available on the Paper Street Platform

 

"Lender's Ledger Account "

 

means, in respect of a Lender, the ledger account maintained by us in respect of the Paper Street Client Account to which loan funds received from the Lender and payments/repayments from the Borrower to the Lender are credited and from which the advance of the Lender's Loan and any Cash Interest - Servicing Fees are debited

   

"Lender's Loan"

means, in respect of each Lender, the loan made or to be made by that Lender to the Borrower in the amount set out opposite that Lender's name in the Lender's Schedule or the principal amount outstanding for the time being of that loan

 

"Lender's Loan Completion Fee"

 

 

 

 

 

means that part of the Completion Fee which is attributable to the Lender’s Loan

 

 

 

"Lender's Loan Offer"

means, in respect of a Loan Request, an offer of a loan made by a Lender Member during the Loan Request Period to the Borrower Member (as evidenced in the manner set out in Clause 3.2 and which such offer has not been deemed to have been withdrawn or withdrawn in the circumstances set out in Clause 3.4)

 

"Lender's Loan Offer Effective Time/Date"

has the meaning given to such term in Clause 3.2

 

 

 

"Lender's Schedule"

 

means the schedule to the Key Contract Terms

 

"Lender's Total Amount Due"

 

has the meaning given to such term in Clause 5.4

"Loan"

means :-

 

(a)     where there is only one Lender, the Lender's Loan; or

 

(b)     where there is more than one Lender, the aggregate of the Lender's Loans of all the Lenders,

 

         and, in either case, being in the amount set out in the Key Contract Terms or the principal amount outstanding for the time being of the loan

 

"Loan Conditions"

means the terms and conditions set out in the document entitled "Loan Conditions" and which are available on the Paper Street Platform

 

 

 

 

 

"Loan Contract"

means, in respect of each Lender and the Borrower, the agreement which sets out the terms and conditions on which that Lender makes the Lender's Loan to the Borrower, comprising the Loan Conditions and the Key Contract Terms

 

"Loan Contract Effective Time/Date"

 

means, in respect of a Loan Contract, as the context requires, the time and/or date at/on which the Borrower Member's acceptance of the Lender's Loan Offer is deemed to have been communicated to the Lender (in accordance with the provisions of the Lender Conditions and as such time and/or date is recorded through the Paper Street Platform and specified in the Key Contract Terms)

 

"Loan Request"

a request for loan funds which a Borrower Member posts on the Paper Street Platform and to which Lender Members have access for the purposes of considering whether or not to make an offer of a loan to that Borrower Member 

 

"Loan Request Period"

means, in respect of a Loan Request, the period of time in which Lender's Loan Offers may be made as such initial period is determined by us (in our sole and absolute discretion) and may, in accordance with the terms of Clause 3.6, be extended by us (in our sole and absolute discretion)

 

"Losses"

means all losses, damages, fines, penalties, costs, expenses or other liabilities (including legal and other professional fees)

 

"My Account"

means that part of the Paper Street Platform which can only be accessed by a Borrower Member or Lender Member, using their own secure login details

 

 

"Net Lender's Loan"

means an amount equal to the Lender's Loan less :-

 

(a)     the Lender's Loan Completion Fee; and

 

(b)     if applicable, the Payment in Kind Interest – Servicing Fee in respect of the First Calculation Date 

 

"Other Amount"

means any amount which is due and payable by the Borrower to us, the Recovery Agent or to a Lender in respect of costs, charges, expenses, fees (including legal fees) or any other amount in accordance with the terms of a Loan Contract and/or the Paper Street Membership Conditions (including, if the Interest Payment Method is Payment in Kind, the Payment in Kind Interest - Servicing Fee)

 

"Paper Street"

means Paper Street Funding Limited

 

"Paper Street Client Account"

means the segregated client bank account in the name of Paper Street maintained at the Account Bank for the sole purpose of holding funds on behalf of all of the members of the Paper Street Platform

 

"Paper Street Platform"

 

means the online lending platform of Paper Street operated for the purposes of seeking to match Loan Requests to potential investors

 

"Paper Street Membership Conditions"

 

means these Borrower Conditions and/or the Lender Conditions (as the context requires)

 

"Payment Date"

 

means :-

 

(a)     each Interest Payment Date;

 

(b)     each Repayment Date; and

 

(c)     any other date on which an Other Amount is due and payable by the Borrower

  

"Payment in Kind"

means that, if the Interest Payment Method is specified in the Lender's Schedule to be "Payment in Kind", interest will be payable to the Lender other than in cash but by such other means, and at the times and in the manner, specified in the Lender's Schedule

 

"Payment in Kind Interest - Servicing Fee"

 

has the meaning given to such term in Clause 6.3

"Payment Method"

 

means the method by which you are required to effect the payment/repayment of scheduled amounts which are due and payable under the Loan Contract(s), being standing order or such other payment method as may be agreed and made available by us (in our sole and absolute discretion)

 

"Prospective Borrower"

 

means a Borrower Member which has posted a Loan Request

"Recovery Agent"

 

means Paper Street Recoveries Limited

 

 

"Registered User"

 

means any individual who has been registered as a user of the Paper Street Platform in respect of a Borrower Member

 

"Repayment Date"

means each date specified for the repayment of principal in respect of the Loan in the Key Contract Terms

 

"Security"

means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

 

"Servicing Fee Calculation Date"

 

means :-

 

(a)     in respect of the first such calculation, the Loan Contract Effective Time/Date (the "First Calculation Date"); and

 

(b)     in respect of each subsequent calculation, the date of each anniversary of the First Calculation Date which falls prior to the final Repayment Date

 

"Total Amount Due"

 

has the meaning given to such term in Clause 5.3

 

21. Interpretation

 

In these Borrower Conditions, unless the context otherwise requires :-

 

21.1  words importing the singular shall include the plural and vice versa and reference to any gender includes the other gender;

 

21.2  all references to any agreement or document (including, but not limited to, these Borrower Conditions, the Loan Conditions, the Key Contract Terms and the Lender Conditions) include such agreement or document (including, but not limited to, these Borrower Conditions, the Loan Conditions, the Key Contract Terms and the Lender Conditions) as may be amended, supplemented, replaced, novated, assigned and/or transferred from time to time;

 

21.3  references to the "Borrower", the "Lender", "Paper Street" and the "Recovery Agent" (and any other expressions which refer to any such person) shall include their respective successors in title and permitted assignees and/or permitted transferees;

 

 

 

 

21.4  the expression "person" shall be construed to include reference to any individual, firm, company, corporation, government, state or agency of a state or any association, fund, trust, joint venture, consortium or partnership (whether or not having separate legal personality);  

 

21.5  words and phrases defined in the Companies Act 2006 have the same meanings in these Borrower Conditions but the word "company" includes any body corporate; 

 

21.6  any reference to any statute or statutory instrument includes any enactment replacing or amending it or any instrument, order or regulation made under it and also includes any past statutory provisions (as from time to time modified or re-enacted) which such provision has directly or indirectly replaced;

 

21.7  headings are for reference purposes only and shall not affect the construction of anything in these Borrower Conditions; and

 

21.8  references to "Clauses" are to the clauses or sub-clauses of these Borrower Conditions.