1.1. This agreement sets out the investor terms and conditions (‘Terms’) between you and Growth Street Exchange Limited (‘Growth Street’, ‘we’, ‘us’) on which you agree to invest money to be lent though the Growth Street platform to third party borrowers.
1.2. Growth Street is authorised and regulated by the Financial Conduct Authority (FRN 739318). Investments made through Growth Street are not covered by the Financial Services Compensation Scheme (FSCS) and therefore your capital will be at risk. Business-to-business lending is not regulated by the Financial Conduct Authority, so if you are investing as a company or limited liability partnership, your investment will not be subject to the protections applicable to a regulated investment.
1.4. Further information about us and our products can be found in the Standard Terms, including our limited company details and registration numbers.
1.5. Growth Street does not provide any advice, nor does it make any recommendations to its customers. We solely perform, on an “execution only” basis, matching of loans between business borrowers and investors on our platform. It is your responsibility to assess whether the Growth Street service is suitable and appropriate for your needs.
1.6. We do not provide any advice or guidance in relation to tax and we strongly recommend that you consult an independent financial advisor or tax advisor if you are unsure as to what your tax obligations are. We do not withhold tax when paying you interest or bonuses. It is your responsibility to ensure that any tax liabilities you incur (through interest earned or otherwise) are paid to the relevant tax authority.
1.7. If you have a complaint, please email firstname.lastname@example.org. A copy of the Growth Street complaints policy is available at www.growthstreet.co.uk/complaints.html or on request to the same email. You can also talk to us directly by calling 0808 123 1231. If we are unable to resolve your complaint to your satisfaction you may be able to refer your complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.
2. INVESTOR REPRESENTATIONS AND WARRANTIES
2.1. Representations and warranties are statements and promises you make to us and which we rely on when providing you with access to our platform. By agreeing to these Terms, you are making the following representations and warranties to us now and every day you remain a party to a Loan Contract (as defined in paragraph 5.2 below) or hold funds in your Payment Account:
2.1.1. if you are an individual, you are at least 18 years old, you have the capacity to enter into this legal agreement and you are of sound mind;
2.1.2. if you are a company or limited liability partnership, the person entering into this agreement on your behalf has the power, corporate authority, and capacity to enter into this legal agreement;
2.1.3. you confirm that all information you have provided about yourself is accurate and true to the best of your knowledge;
2.1.4. the bank details you have provided to us relate to a UK bank account in your sole or joint name (your ‘Nominated Account’) and that will be the only account you will use to transfer money to the Payment Account. Any payment of funds to you from the Payment Account will be paid to the Nominated Account, except where we agree otherwise;
2.1.5. you have carefully considered the risks involved with using our platform and also the risks associated with lending directly to UK companies, including but not limited to, the possibility of losing the money you invest;
2.1.6. you will only ever invest your own funds through our platform, and not the funds of a third party;
2.1.7. by entering into this agreement, you are not breaking any laws or regulations that are applicable to you; and
2.1.8. if you are not a resident of the United Kingdom, you shall be solely responsible for ensuring that using the platform and entering into a Loan Contract does not violate any laws or regulations applicable in your country of residence.
3. INVESTOR IDENTIFICATION
3.1. As part of the account opening process, you will be asked to provide personal information about yourself. If you are a company or a limited liability partnership, this will include information about your directors and persons of significant control (generally shareholders controlling more than 25% of your shares).
3.3. We may repeat these checks throughout the term of your agreement with us. You acknowledge that we may be required to pass your information to taxation or regulatory authorities if requested.
3.4. Except in the circumstances set out in paragraph 5.4, your identity shall not be disclosed to borrowers
4. PLATFORM ACCESS AND USE
4.1. Use of the platform and our website is at all times subject to these Terms. We may, in our discretion, refuse your application to become an investor or, at any time, terminate your rights under this agreement by notifying you and returning any funds invested on the platform to your Nominated Account.
4.2. When we accept you as an investor, we will give you secure access to a ‘Growth Street Account’. You will choose a username and password to access your Growth Street Account. You must not provide your username and password to any third parties. If you suspect that your secure access to the platform has been compromised in any way, it is your responsibility to contact us.
4.3. We have the right not to act on your instructions (whether received via your Growth Street Account or otherwise) if:
4.3.1. in our reasonable opinion, your instruction was not sufficiently clear;
4.3.2. we could not verify your identity to our reasonable satisfaction;
4.3.3. the instruction was not made by you; or
4.3.4. we believe that the instruction may be related to an illegal activity.
4.4. We can take whatever action we consider necessary, including actions requested by a third party, where we suspect there is illegal, fraudulent or unauthorised use of your Growth Street Account or Payment Account. For example, if we suspect your Growth Street Account is being misused by you or someone else, we have the right to disable your Growth Street Account or restrict your access to payments.
4.5. When investors make offers to lend on the platform (‘Lend Orders’), we will match the orders first by rate (the lowest rate offered will be matched first) and then by time (first come, first served). This includes any Lend Orders placed automatically in accordance with your reinvestment settings. Lend Orders can be matched against new drawdown requests from borrowers or refinance requests as part of our ‘Rollover’ process (see section 7 below for more details on Rollovers).
4.6. We currently only have one rate available for new Lend Orders, this is the ‘Market Rate’. The Market Rate is a fixed rate displayed on our public website. It assumes that all principal and interest earned is reinvested for a year, and that you are matched to borrowers throughout that time. Unmatched funds in your holding account or on order will not earn interest.
4.7. We will give you 14 calendar days’ notice of any reduction in Market Rate. Any increase in Market Rate will apply immediately to all new Lend Orders from the date of the change.
4.8. The overall rate you will earn on your invested funds over time cannot be guaranteed as it will vary depending on factors such as the time it takes for your Lend Order(s) to be matched and your individual reinvestment settings.
You can find out more information about current waiting times and matching at www.growthstreet.co.uk/investing/matching*.
* this is no longer relevant due to the Resolution Event and the relevant linked web page is no longer active.
5.1. You acknowledge and confirm that when you invest money through the platform you are lending to a third party borrower and that we will not be liable for the repayment of principal or any interest on your investment.
5.2. The terms of each loan you enter into will be documented through a simple written loan agreement (a ‘Loan Contract’). You are able to view and download anonymised versions of all your Loan Contracts from your Growth Street Account.
5.3. Subject to clause 7.4.2 below, you can cancel all or part of a Lend Order at any time before it is matched to a borrower. Once your order is matched and a Loan Contract formed, you will be bound by the terms of the Loan Contract and will not be able to cancel your order.
5.4. You agree that the identity of borrowers you are matched to will remain anonymous. Your identity will not be disclosed to any borrower, unless disclosure is necessary to enforce the relevant Loan Contract.
5.5. You appoint us (or any member of our group) to act as your agent in all matters relating to your Loan Contracts, including (but not limited to):
5.5.1. communicating your offer to lend (in accordance with your Lend Order) to any approved borrowers;
5.5.2. conducting negotiations with borrowers on the terms of their facility and individual Loan Contracts;
5.5.3. entering into Loan Contracts and any associated documents (such as security documents);
5.5.4. transferring funds from your Payment Account to a borrower;
5.5.5. sending notices to borrowers or any other third party;
5.5.6. assigning any Loan Contract to a third party; and
5.5.7. managing the recovery process where any borrower has failed to make payments when due.
5.6. You agree that any security provided by a borrower to whom you are matched shall be held in trust by a security trustee on your behalf and the security trustee shall be entitled to enforce the security on your behalf where necessary.
5.7. You will not have any independent power to enforce any security or to exercise any right, power, authority or discretion arising under the security except through the security trustee.
5.8. Interest owing to you from a borrower under a Loan Contract will accrue daily at the applicable rate.
6. LOAN LOSS PROVISION
6.1. The LLP is a mechanism controlled by Growth Street Provision Limited (‘GSP’) designed to protect investors against borrower default. The LLP is not a guarantee, it does not mean you will always get your money back and it does not amount to a contract of insurance under the Financial Services and Markets Act 2000.
6.2. If a borrower goes into ‘Default’, GSP may in its absolute and sole discretion decide whether to use monies standing to the credit of the LLP to purchase the full debt owed by the borrower at full value from the platform investors. Default is defined as where:
6.2.1. Interest and/or fees due under the facility are 90 days or more overdue;
6.2.2. Growth Street has requested full repayment, no repayment plan has been agreed or an agreed repayment plan is 90 days or more in arrears; or
6.2.3. The borrower has entered into administration, liquidation or a creditor arrangement whereby less than 100% of the debt owed will be repaid within 1 year along with interest and fees.
6.3. If and when you have received payment from GSP for all outstanding amounts due under a Loan Contract, any right you had against the borrower in respect of that loan will be transferred to GSP, which may then seek to recover the payment from the borrower for its own account. You will have no further rights in respect of that Loan Contract and GSP will be entitled to benefit from all rights, future interest payments, title and security relating to that Loan Contract.
6.4. If, in the reasonable opinion of the board of directors of GSP, taking into account its financial commitments and likely future recoveries, such payment would leave it unable to cover expected future borrower defaults, and we reasonably believe the position cannot be rectified in the ordinary course of trading, the board of GSP will declare a ‘Resolution Event’.
6.5. If a Resolution Event is declared we will notify you, along with all other Growth Street investors as soon as possible but at the latest, within 5 working days. All funds held in unmatched Lend Orders will be returned to your holding account. Any funds in your holding account will be available to withdraw at any time. No new deposits or Lend Orders will be accepted.
6.6. In order to spread the risk of borrower default equally between all investors, if a Resolution Event is declared, the benefit of all loans outstanding will be immediately assigned to GSP to be held for the benefit of the investors as a whole. All payments received from borrowers will continue to be collected by GSP and held on trust for investors as a whole.
6.7. GSP is free to use funds held in the LLP and/or funds collected from borrowers during a Resolution Event to fund expenses or other payments which it reasonably believes will maximise the probability of borrower repayment, whilst also ensuring borrowers continue to be treated fairly during the collect out process. For example, funds held are likely to be used to fund recovery action against defaulted borrowers and may also be used to fund new drawdown requests if it is determined that a failure to fund the request will materially impact the borrower’s ability to (1) continue trading, (2) repay their facility, or (3) re-finance.
6.8. Distributions of available funds will be made to investors on a quarterly basis in proportion to their outstanding investments.
6.9. You can learn more about the LLP by reading our Loan Loss Provision Policy on our website.
7. ROLLOVERS AND LIQUIDITY
7.1. All loans arranged on the platform have a term of 30 days. This means that in normal operating conditions, borrowers must repay any amount borrowed plus interest and fees 30 days from the date the loan is formed. The borrower may pay interest, fees or capital back in part or in full at any time before the loan reaches maturity.
7.2. In cases where the borrower would like to keep the funds for longer than 30 days, we will automatically refinance any amount due with new loans (a ‘Rollover’). This allows investors to get repaid as expected after 30 days, but borrowers have more flexibility around how and when they repay.
7.3. If, in the reasonable opinion of the board of directors of Growth Street, there is not enough money available on the platform to fund all drawdown requests and automated Rollovers, and we are not able to rectify the position through normal trading, the board will declare a ‘Liquidity Event’.
7.4. Whilst we work to rectify the Liquidity Event, we will continue to fund borrower drawdown requests with funds on the platform and you agree that we can:
7.4.1. switch your reinvestment settings on (if they are not on already), so all capital and interest repaid by borrowers is automatically placed into new Lend Orders; and
7.4.2. restrict or remove your ability to cancel open Lend Orders.
7.5. During a Liquidity Event, you will be free to withdraw any funds already in your holding account.
7.6. If a Liquidity Event occurs, we will notify you, along with all other Growth Street investors as soon as possible but at the latest, within 5 working days (assuming it is not rectified in that time).
7.7. If the Liquidity Event is remedied, we will let you know by email that normal operation of the platform has resumed. If we are unable to remedy the Liquidity Event within 90 days, a Resolution Event will be declared in accordance with clause 6.5 above, and all loans will be assigned to GSP to be collected out in accordance with the remainder of clause 6.
8. THE GROWTH STREET ISA
8.1. If you are eligible for, and choose to open, a Growth Street ISA, Goji Financial Services Limited (’Goji’) will act as your ISA manager in conjunction with Starling Bank Limited, who provide a segregated client money account to Goji. Goji is authorised and regulated by the Financial Conduct Authority under firm reference number 805323 as an Investment Manager. Starling’s client money account is administered according to the relevant FCA rules.
8.2. Only individuals who already have a Classic Growth Street account will be eligible to open a Growth Street ISA. When you apply for a Growth Street ISA and use your Growth Street ISA account, you will do so through a website operated by Goji and you will be asked to review and agree to separate terms relating to the provision of your ISA (the ‘ISA Terms’).
8.3. You may subscribe to an ISA in any tax year (i.e. period starting on 6 April of one year and ending 5 April of the following year) for which you are either resident and ordinarily resident in the United Kingdom; or, if you are a non-resident in the United Kingdom, if you perform duties of a Crown employee which are treated as being performed in the United Kingdom, or are the spouse or civil partner of such a person.
8.4. When you open a Growth Street ISA account we will ask you to make a declaration. Making this declaration will allow you to subscribe for a IFISA in the tax year that you make the declaration and for each subsequent tax year, provided you make a subscription to your IFISA every tax year. If you do not make a subscription to your IFISA one year then when you next want to subscribe to your IFISA you will have to make a new declaration.
8.5. In accordance with the Individual Savings Account Regulations 1998 (as amended or replaced from time to time) (the ‘ISA Regulations’) you are not eligible to apply if you have already subscribed to another IFISA in the same tax year, or if you have already subscribed the maximum available allowance to a Cash ISA and/or Stocks and Shares ISA, in the same tax year as you are applying for this IFISA. These restrictions do not apply if you are:
8.5.1. transferring an existing IFISA from another ISA provider to your Growth Street ISA (in circumstances where this is permitted under the ISA Regulations), or
8.5.2. where you have already subscribed the maximum allowance to a cash and/or stocks and shares ISA and this is transferred to this IFISA.
8.6. If you have any questions or doubts relating to ISAs or your eligibility to hold an ISA, you should consult the HMRC website (https://www.gov.uk/government/organisations/hm-revenue-customs) or contact them directly.
9.1. This agreement will commence on the date you register as a potential investor and will remain valid and binding until amended, superseded or terminated.
9.2. Either of us can give notice of our intention to terminate at any time, but that notice cannot take effect until you are no longer party to any live Loan Contracts. On notification of an intention to terminate this agreement, we will be entitled to assign your rights in any outstanding Loan Contracts to a third party on payment to you of the full value of the Loan Contract (including any accrued interest).
9.3. On termination, we will transfer all funds held in your Payment Account to your Nominated Account within 3 working days.
9.4. This Agreement is governed by the laws of England and Wales and any dispute between us must be dealt with in the courts of England and Wales.
9.5. From time to time, we may make changes to these Terms. We will notify you of any material change to the Terms at least 14 days prior to the change coming into effect by sending an email to the address in your Growth Street Account. Revised terms will supersede and replace any prior versions of the Terms.
9.6. If any part of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the relevant provision (or part of a provision) will be deemed deleted. Any modification or deletion under this clause will not affect the legality, validity and enforceability of the rest of the Agreement.
9.7. A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
9.8. We may assign any of our rights under these Terms, in full or in part, at any time. You may not assign or transfer any of your rights or obligations under these terms or any Loan Contract without our permission.
9.9. You agree that we may communicate with you by email when sending you any notices or information about your Growth Street Account It is important you keep your email address and other personal details updated.