It is important that you read these terms carefully.
By investing through Growth Street you are entering into credit agreements as a lender with UK businesses as the borrowers. You should read the following information and these terms and conditions carefully before making any investment. You should also read our Lender Frequently Asked Questions to ensure that you understand the Growth Street product and how we operate. If you have any questions, please feel free to give us a call on 0808 123 1231 between 9am and 6pm on any working day. This number is free to call from any UK landline or mobile phone.
Growth Street Exchange Limited is an Appointed Representative of Resolution Compliance Limited, which is authorised and regulated by the Financial Conduct Authority (no. 574048). However it is important to understand that any investment on Growth Street is not covered by the Financial Services Compensation Scheme (FSCS) and therefore your capital may be at risk if a borrower fails to repay a loan that you are Matched to. In addition, if you are lending as a company or limited liability partnership, you should understand that business-to-business lending is not regulated by the Financial Conduct Authority.
The electronic Account provided to you and set out in clauses 2.5, 8, 14.5, 14.6, 15.2. 17.1 to 17.3 and 17.6 is issued to you by Prepay Technologies Limited (“Prepay”). These terms are exclusive terms applicable to your Account and any clauses explicitly referencing ‘Account’ are between you and Prepay. Prepay is regulated by the Financial Conduct Authority for the issuance of e-money (FRN 900010). Therefore, your Account is regulated by the Financial Conduct Authority whether you are investing as an individual or a business. Any funds available on your Account are e-money. The Financial Services Compensation Scheme is not applicable for your Account. No other compensation schemes exist to cover losses claimed in connection with your Account. Prepay will however safeguard your available funds (excluding any that are Matched to a Loan Contract) against any loss that can be reasonably anticipated.
Growth Street does not provide any advice, nor does it make any recommendations to its customers. The firm solely performs, on an “execution only” basis, matching of lending arrangements from business borrowers to our lending customers at the initiative of our lending customers. It is your responsibility to assess whether the Growth Street service is suitable or appropriate for your needs and any decision made to use our services is done so entirely on your own accord.
1.2 Where Growth Street has published a document which is referred to within these terms, the content of the document shall also form part of this agreement and shall be deemed as being accepted by you. In the instance of any inconsistencies or contradictions between these Terms and a document referenced within, the meaning taken from these Terms shall prevail.
2. LEGAL & REGULATORY INFORMATION
2.1 The Company is a limited liability company registered in England and Wales (CRN 09495712). The Company is registered with the Office of the Information Commissioner (registration number ZA113515).
2.2 The Agent is a limited liability company registered in England and Wales (CRN 09264172). The Company is registered with the Office of the Information Commissioner (registration number ZA113971).
2.3 The Security Trustee is a limited liability company registered in England and Wales (CRN 09495633).
2.4 If you have a complaint, please email email@example.com. A copy of the Growth Street Group complaints policy and procedure is available on request to the same email. You can also talk to us directly by calling 0808 123 1231.
2.5 If we are unable to resolve your complaint to your satisfaction you may 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.
3. BASIS OF AGREEMENT
3.1 These Terms constitute the terms on which you agree to lend money to third party Borrowers through the Company’s Platform, subject to the terms of any Loan Contract entered into on your behalf. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Growth Street which is not set out in these Terms.
4. LENDER REPRESENTATIONS AND WARRANTIES
Representations and warranties are statements and promises you make to the Company upon which we rely on being accurate in our dealings with you. Therefore, you make the following representations and warranties to us at the time of entering into this agreement and every day you remain a party to a Loan Contract or hold funds in your Account:
(a) If you are an individual, you are at least 18 years old, have the capacity to enter into this legal agreement and you are of sound mind;
(b) 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;
(c) You confirm that all personal information that you provide about yourself is accurate and true to the best of your knowledge;
(d) You hold a UK bank account in your name and that will be the only account you will use to transfer money to the Account. Any repayment of funds to you from the Account will be repaid to this account, except where agreed otherwise with the Company and Prepay;
(e) 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;
(f) You will only ever lend your own funds through our Platform, and not the funds of a third party;
(g) By entering into this agreement, you are not breaking any laws or regulations that are applicable to you;
(h) If you are not a resident of the United Kingdom, you shall be solely responsible for ensuring that using the Platform or entering into a Loan Contract does not violate any laws or regulations applicable in your country of residence.
(i) You acknowledge and confirm you have made your own independent decision to enter into a Loan Contract and your decision is based on such information as you deem appropriate under the circumstances and is without reliance upon the Company or any member of the Growth Street Group. You further confirm that no member of the Growth Street Group has offered, nor have you received from them, any investment advice relating to the suitability of any of the Loan Contracts or the Platform and therefore your participation in any lending activity through the Platform is done so entirely at your own risk.
5. LENDER IDENTIFICATION
5.1 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, the personal information will include information about your directors, business partners, and persons of significant control (generally shareholders controlling more than 25% of your shares). Growth Street will use this information to attempt to verify your identity using a number of electronic checks.
5.2 You agree that we may pass your personal information to our Service Providers or any other recognised third party company solely for the purposes of verifying your identity, performing anti-money laundering checks, fraud prevention and intermediaries involved with the collection process associated with a Borrower Event of Default. You also acknowledge that we may be required to pass your information to taxation or regulatory authorities if requested.
5.3 Except in the circumstances set out in paragraph 7.5, your identity shall not be disclosed to Borrowers.
5.4 We may not accept you as a Lender or accept any funds from you until we have satisfied ourselves, at our own discretion, that we have sufficient and appropriate information to accept you as a Lender.
6. PLATFORM ACCESS AND USE
6.1 Use of the Platform and Website is at all times subject to the Terms, incorporating the Website Terms.
6.2 On Growth Street accepting you as a lender, Growth Street will make available to you secure access to an account within the Website at https://lend.growthstreet.co.uk/dashboard, or such other URL notified by us to You from time to time (a Lender Account). You will be given a username and password to access your Lender Account. These login credentials will be unique to you and are our primary method of securely identifying you when delivering our Services to you. If you suspect that your secure access to the Platform has been compromised in any way it is your responsibility to contact us.
6.3 You will not provide your username and password to any third parties.
6.4 You agree that we (including our Service Providers) may communicate with you by e-mail and/or SMS and/or via Lender Account notifications for issuing any notices or information about your Lender Account and Account (as described below) and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated via the Lender Account. All communications will be in English.
6.5 Growth Street shall make reports and copies of your Loan Contracts available to view and download from your Lender Account. Reports shall contain the summary of each outstanding Loan Contract, including status, applicable Lender Rate and Loan Repayment Date, together with a statement of your funds available in your Account, and historic earnings from your Growth Street lending activities.
6.6 We have the right not to act on your instructions (whether received via the Lender Account or otherwise) under the following circumstances:
(a) in our reasonable opinion we deem that your instruction was not sufficiently clear to act upon;
(b) we could not verify your identity to our reasonable satisfaction;
(c) the instruction was not made by you; or
(d) we believe that the instruction may be related to an illegal activity.
7.1 You acknowledge and confirm that when you lend money through the Platform you are lending to a third party Borrower and you are not lending money to either the Company or any member of the Growth Street Group. Except as expressly provided in these Terms, no member of the Growth Street Group shall be liable for the repayment of principal or any interest on your invested capital.
7.2 When you submit a Lend Order, you expressly authorise the Company to act as your agent by Matching your offer to lend against appropriate Loan Requests and entering into Loan Contracts on your behalf. On receipt of your Lend Order Growth Street may at our discretion Match your money against one or more Loan Requests in accordance with your Lend Order.
7.3 You may change Lend Orders at any time in the Lender Account, but doing so will not affect any Loan Contracts entered into on your behalf prior to receipt of any new Lend Orders. If your Lend Order has not been Matched and is cancelled, any of your funds in your Account reserved for the Lend Order shall be immediately available for you to either submit a new Lend Order or to pay away to your nominated bank account. If you need assistance changing Lend Orders please email firstname.lastname@example.org.
7.4 You may create standing Lend Orders that shall apply to any funds credited to you in your Account but you shall only be Matched with a Loan Request if you have cleared funds in your Account.
7.5 You agree that the identity of Borrowers who are Matched to you shall remain anonymous, and that your identity will not be disclosed to Borrowers, unless such disclosure is necessary for enforcement proceedings following an Event of Default by a Borrower. Your personal data will be handled in compliance with the Data Protection Act 1998 and any other relevant EU data protection regulations
7.6 You hereby irrevocably appoint the Company (or any member of the Growth Street Group which the Company shall be entitled to nominate at its discretion) as your agent to perform the following duties for as long as these Terms remain in force:
(a) To communicate your offer to lend (in accordance with your Lend Order) to any Borrowers that enter a Platform Agreement with the Company and are eligible to be Matched;
(b) To enter into negotiations and make agreements on your behalf relating to the individual terms of any loan provided that you do not receive less interest than the rate set out in your Lend Order;
(c) To enforce or procure the enforcement of any Loan Contract to which you are a party; and
(d) To manage the recovery processes where any Borrower has failed to make payments to you under any Loan Contract or where an Event of Default has occurred. As part of this recovery process you provide us with the requisite authority to sub-contract this process to a third party to act on your behalf.
7.7 You agree that any Security provided by a Borrower to whom you are Matched shall be held in trust by the Security Trustee for a class of beneficiaries of which you shall be included and the Security Trustee shall be entitled to enforce the Security on your behalf where necessary, and you authorise the Company, the Agent and the Security Trustee to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
7.8 You agree to waive any rights you may have to require that the Security be enforced in any particular order or manner or at any particular time, or that any amount received or recovered from any person, or by virtue of the enforcement of any of the Security or of any other security interest, which is capable of being applied in or towards discharge of any obligations, whether under a Loan Contract or otherwise, is so applied.
7.9 You shall not have any independent power to enforce, or have recourse to, any of the Security or to exercise any right, power, authority or discretion arising under the Security except through the Security Trustee.
7.10 Once your funds are Matched with a Borrower’s Loan Request, you authorise the Company to instruct Prepay to advance funds from your Account to the Borrower to discharge your obligation under a Loan Contract.
7.11 Interest owing to you from a Borrower under a Loan Contract shall accrue daily at the applicable Lender Rate and shall be credited to your Account within three Business Days of the relevant Loan Repayment Date or earlier repayment by the Borrower.
7.12 Once a Loan Contract has been entered into on your behalf, you are not permitted to vary or cancel the terms of the Loan Contract. You may however request that the Company seeks to assign your rights and obligations under all of your outstanding Loan Contracts to another Lender. The Company shall consider such requests and, at its sole discretion, procure the assignment of your Loan Contracts to other Lenders.
8. ACCOUNT OPENING AND PAYMENTS
8.1 The terms set out in clauses 2.5, 8.2 – 8.20 , 14.5, 14.6, 15.2. 17.1 – 17.3 and 17.6, and any clauses explicitly referencing ‘Account’ are the exclusive terms applicable to the Account provided to you by Prepay.
8.3 Neither Growth Street nor Prepay will charge you any fees relating to the operation of your Account.
8.4 You will provide instructions regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, via the Lender Account. Prepay has no liability for actions taken in accordance with any such instructions.
8.5 The Account will be an account in your name, with an account number and sort code unique to you. Any and all funds in your Account belong to you and you alone, and will not be pooled with other lenders. The Account can receive payments made via the Faster Payments Scheme and BACS bank transfers from any UK bank account. Any outgoing payments from your Account (other than a transfer to a Borrower pursuant to a Matched Lend Order) will be made via the Faster Payments Scheme only and only to a single nominated bank account in your name.
8.6 Prepay may in the future offer you the opportunity to use physical or virtual cards in connection with your Account. These cards would operate as MasterCards. If Prepay offer such cards to you, Prepay will notify you of any additional terms and charges in accordance with the provisions of this agreement. You may in your absolute discretion determine that you do not wish to be issued with or use such cards.
8.7 Growth Street and/or Prepay may from time to time set limits on the size of payments in and out of the Account. Any such limits will be communicated to you within the Lender Account.
8.8 Prepay will credit a payment into your Account when it receives funds, which could be up to three Business Days depending on how the payment was sent. Growth Street will notify you to confirm when funds are transferred into and out of your Account.
8.9 A payment in and out of your Account will not be allowed if it exceeds any payment limits, the Account or your Lender Account is inactive or blocked, or we or Prepay suspect the payment to be fraudulent. If Prepay is unable to credit your Account for any of the reasons in this clause, then the funds may be sent back to the sender without a prior notification to you.
8.10 Funds will only be deployed in accordance with your Lend Orders when they are credited to your Account. Where you have provided Lend Orders, funds in your Account will be reserved until they are Matched. Where you have not provided a Lend Order, or you have requested that your money is not reinvested, funds in your Account will be available to you to either create a new Lend Order or withdraw to your nominated bank account. Any funds in your Account will not earn any interest.
8.11 If any funds remain on your Account for longer than 12 months, Prepay may automatically transfer the funds back to your nominated bank account without action by you.
8.12 You can raise a query about, or close, your Account by contacting customer services. You may only close your Account if you are not participating in any outstanding loan notes and if you do not have any pending orders.
8.13 You can contact customer services by phoning 0808 123 1231 between the hours of 9.00am and 6.00pm, Monday to Friday, excluding bank holidays, or by emailing email@example.com.
8.14 Any available balance on your Account at the point of closure will be transferred to your nominated bank account.
8.15 If you have a reason to believe that a transaction on your Account was unauthorised by you or any authorised users, or was made incorrectly, you must inform us immediately by calling customer services, but in any event within 13 months of the date of the relevant transaction.
8.16 If you dispute a transaction:
(a) Prepay will immediately refund the amount to your Account to the position it would have been in if the unauthorised transaction had not taken place. Prepay will have no further liability to you. If Prepay subsequently discovers that you were not entitled to a refund, Prepay shall treat the refund as a mistake and be entitled to reapply the transaction, including any charges to your Account. In this event Prepay will charge you a £10 administration fee.
(b) if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to Growth Street and Prepay at the time you report the unauthorised transaction), Prepay may investigate before giving you a refund.
(c) If an incorrect transaction is paid into your Account that should not have, Prepay will, where possible, immediately send the funds back to the bank acting for the person from whose account the transaction was made.
8.17 You will be liable for all transactions made from your Account;
(a) if you or any authorised users have acted fraudulently;
(b) failed to comply with these Terms; or
(c) if the transaction was made because you or any authorised users deliberately or with gross negligence failed to keep your security information related to the Account secret.
8.18 You will be responsible for all transactions which you or any authorised users make on your behalf from your Account.
8.19 Prepay is committed in maintaining your personal information in accordance with the requirements of the Data Protection Act 1998 and will take all reasonable steps to ensure that your personal information is kept secure.
8.20 Prepay can terminate this agreement by providing you with at least two months notice (provided that Prepay hold an up-to-date email address); or with immediate effect if you or any authorised users have breached these Terms.
9. DEFAULT SHIELD
9.1 The Default Shield is a facility arranged by Growth Street. The Default Shield 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.
9.2 Where, in the reasonable opinion of the board, an Event of Default has occurred under a Loan Contract, subject to paragraph 9.5 below, the Security Trustee will automatically make payment to you on the Borrower’s behalf. If this happens, you agree that any right you had against the Borrower in respect of that payment will be transferred to the Security Trustee. The Security Trustee may then seek to recover the payment from the Borrower for its own account.
9.3 Financial statements of the Security Trustee are available on request to the Growth Street Group chief executive.
9.4 When you have received payment from the Security Trustee of all outstanding amounts of lender return and principal under a Loan Contract, you shall have no further rights in respect of that Loan Contract and the Security Trustee shall be entitled to benefit from any rights, future interest payments, title and Security relating to that Loan Contract.
9.5 The Security Trustee shall not make a payment to a Lender if, in the reasonable opinion of the board of directors of the Security Trustee taking into account its financial commitments and likely future recoveries, such payment would leave the Security Trustee unable to discharge its debt due to all lenders in relation to the defaulting Borrower. In such circumstances you will be notified by the Company and the Company may seek your instructions in respect of any affected Loan Contract. The Security Trustee as the security trustee shall seek to recover all outstanding amounts due from a Borrower to you as expediently as possible.
9.6 If at any time, in Growth Street’s opinion, the Default Shield does not have sufficient funds to cover current or expected borrower default (a "Negative Position"), and Growth Street reasonably believes the Negative Position is not capable of being rectified through the ordinary course of business, Growth Street may declare a “Resolution Event”. If a Resolution Event is declared, we will notify you, along with any other Growth Street lenders entitled to protection from the Default Shield (the “Eligible Lenders”).
9.7 In order to spread the risk of borrower default equally between the Eligible Lenders, if a Resolution Event is declared, the benefit of all loans outstanding and matched to the Eligible Lenders (the “Relevant Contracts”) shall be immediately assigned to the Security Trustee. The Relevant Contracts will then be held for the benefit of the Eligible Lenders as a whole and all payments received from borrowers will continue to be collected by the Security Trustee. The collected funds will, at such intervals as determined by Growth Street in its discretion (after deducting any fees payable to Growth Street under the Relevant Contracts), be distributed to the Eligible Lenders in proportion to their outstanding investments.
10. TERM AND TERMINATION
10.1 These Terms shall commence on the date you register with the Company as a potential lender.
10.2 Once you have been approved as a Lender these Terms shall remain valid and binding until otherwise amended, superseded or terminated.
10.3 This agreement may be superseded by any amended Terms agreed by the parties in accordance with clause 17.2.
10.4 This agreement can be terminated by you provided that you have no outstanding Loan Contracts, by email to firstname.lastname@example.org.
10.5 This agreement can be terminated by the Company at any time without notice, in which case the Company shall procure the assignment of any outstanding Loan Contracts to which you are a party.
10.6 On termination Prepay shall disburse to you from your Account all amounts held in your Account, to your nominated bank account.
The Company does not provide any advice or guidance in relation to tax or otherwise and therefore we strongly recommended that you consult an independent financial advisor or tax advisor if you are unsure as to what your tax obligations are. Growth Street does not withhold tax on interest generated on any loans that you make. It is your responsibility to ensure that any tax liabilities that you incur (though interest earned through loans placed on the Platform or otherwise) are paid to the relevant taxation authority. The Company has no liability in relation to any tax liabilities incurred by Lenders.
As a further condition of having access to the Platform, you shall agree to the Website Terms made available on the Website. The Company may amend and update the Website Terms from time to time, and notice of such changes will be made on the Website. Your continued use of the Website and the Platform shall constitute acceptance of the amended Website Terms.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Company.
13.2 You agree that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights is conditional on the Company obtaining a written licence from the relevant licensor on such terms as will entitle the Company to license such rights to you.
13.3 All Information is owned by us or our Service Providers. You agree to only use our Information in accordance with the normal use of our Platform, Website and Services, and You agree not to use our Information in a manner which would result in a material commercial gain other than for the purposes of lending or borrowing through our Platform.
14.1 You agree to indemnify and hold harmless the Company, any member of the Growth Street Group, any of the Company’s lenders or Borrowers, any employees and directors of any company belonging to the Growth Street Group, our Service Providers, and other agents or sub-contractors, against any fraud or illegal activity that you conduct using the Platform, Services, Website or Account.
14.2 You agree to indemnify and hold harmless the Company, any of the Company’s lenders, any member of the Growth Street Group, any employees and directors of any company belonging to the Growth Street Group, our Service Providers, and other agents or sub-contractors (other than by reason of their gross negligence or wilful misconduct) against any:
(a) damage or loss to which you are exposed under or in connection with a Borrowers obligations and liabilities under a Loan Contract;
(b) losses or liabilities incurred as a result of any inaccurate or information that you have knowingly provided to us;
(c) losses or liabilities incurred as a result of allowing any other person to access your account either with your permission or as a result of your failure to keep your username and password private;
(d) losses or liabilities incurred as a result of any service that you have offered, whether with our permission or without, to another third party using our Platform, Services or Website; and
(e) risk to which you are exposed to by way of moratorium, rescheduling, refinancing, suspension of payments or similar arrangement or circumstances affecting repayment under the Loan Contract.
14.3 You agree that except as specified in these Terms, the Growth Street Group shall have no obligation to enter into any arrangements to assign or purchase (or procure the assignment or purchase of) any Loan Contract to which you are a party.
14.4 You agree that the Growth Street Group shall have no obligation to reimburse or indemnify you for any cost, loss or liability which you incur as a result of the failure of any Borrower to perform its obligations under the Loan Contract.
14.5 You agree to indemnify the Growth Street Group and Prepay against all liability, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other reasonable profession costs and expenses) suffered or incurred by the Growth Street Group or Prepay arising out of or in connection with any claim made against you for actual or alleged breach of this agreement, including but not limited to infringement of the Company’s Intellectual Property Rights or Information Technology, or any actual alleged infringement of a third party’s Intellectual Property Rights or Information Technology, arising out of or in connection with the Services or your use of the Platform; and
14.6 Nothing in this clause shall restrict or limit either party’s general obligation at law to mitigate a loss which it may suffer or incur as a result of a matter that may give rise to a claim under this clause 14.
15. LIMITATION OF LIABILITY
15.1 Without limitation, no member of the Growth Street Group, nor any directors, officers, employees, advisers, agents or Service Providers of the Growth Street Group accepts any liability whatsoever for any losses arising from the following circumstances:
(a) an Event of Default;
(b) any Platform downtime or system outage;
(c) any decision made by the Credit Approval Team or the Agent relating to any borrower, where the Credit Approval Team or the Agent has based its decision on such information as it deems reasonably appropriate under the circumstances, concerning for example the financial condition, creditworthiness, status or nature of the borrower, to make an informed decision;
(d) computer viruses, malware or errors received through the Platform provided that the Company has made reasonable efforts to protect the Lender from such issues;
(e) for any actions made by the Company under its rights gained from these Terms;
(f) any adverse tax implications suffered by the Lender as a result of using the Platform or Services;
(g) unauthorised access of the Platform by a third party using your username and passwords as a result of your failure to keep such credentials private and safe;
(h) access to the Platform by a third party granted by you using your username and password;
(i) a loss resulting from the due diligence checks carried out against any potential borrowers; or
(j) where we do not Match your loan to a Borrower or where we fail to Match your loan to a Borrower in a timely fashion.
15.2 Nothing in these Terms shall limit or exclude the Company’s or Prepay’s liability for fraud, death or personal injury as a result of its negligence.
16. FORCE MAJEURE EVENT
16.1 For the purposes of this clause a Force Majeure Event shall be defined as “any circumstances outside the Company’s control including but not limited to any interruptions or failures relating to internet service providers, internet signal, connections, electricity providers, configurations of the Company’s lenders and borrowers’ computers, any acts of god, flood, drought, earthquake or other natural disaster, any collapse of buildings, fire, explosion or accident, any act of terrorism, civil war or commotion, riots or any law or any action taken by a government or public authority, including without limitation imposing failing to grant a necessary licence or consent”.
16.2 The Company shall not be in breach of this agreement nor liable for delay in performing or failure to perform any of its obligations under this agreement if such delay or failure results from a Force Majeure Event.
17.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim that arises out of, or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
17.2 Growth Street shall be permitted to make amendments to these Terms from time to time and shall notify you of such amendments via the Platform. Your agreement to any amended terms shall be indicated either by way of acceptance via the Platform or by acceptance upon depositing additional funds into your Account. Prepay may change the Terms relating to your Account, including fees, by providing you with at least two months prior notice by e-mail (provided you or the Company have supplied Prepay with an up-to-date email address). If you do not agree with the changes to the terms of your Account, you may at any time within the two months’ notice period terminate this agreement and close your Account. However, in the event you do not cancel during this period then you will be deemed to have accepted them and the changes will apply to you.
17.3 If any part of these Terms is inconsistent with any regulatory requirements then we will not rely on that part but treat it as if it did actually reflect the relevant regulatory requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.
17.4 We may amend the form of the Loan Contract at any time. Subject to the rest of this clause 17.4, any changes we make to the form of the Loan Contract shall only apply to a Loan Contract entered after you have been notified by us. Notwithstanding the foregoing, we may amend an existing Loan Contract at any time and with immediate effect if, in our reasonable opinion, that amendment is necessary to ensure the security or stability of the Platform.
17.5 Any assessments by the Credit Approval Team or the Agent are provided for the assessment of potential borrowers and their proposed security for the purpose of determining the appropriate risk rate payable by a Borrower to the Security Trustee. Such assessments do not form part of the Loan Contract or have any contractual force.
17.6 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 term, except that Prepay may enforce any clause in relation only to the operation of the Account.
17.7 You agree that the Company and Prepay have the right to assign its participation in this contract to any third party without notice, or subcontract any obligations under this agreement.
17.8 The Company’s rights and obligations under these Terms are personal to the Lender which means that you cannot assign them to another party without the explicit prior written consent for an officer of the Company.
17.9 If any section or element of these Terms is found to be unenforceable, in contradiction of to any UK or EU law, or illegal, such findings shall not affect the validity of the remainder of this agreement.
17.10 You agree that email to the address provided to us shall be deemed as an acceptable form of written notification.
17.11 If the Company does not strictly apply its rights under these Terms as a specific time, it does not restrict the Company from applying them at any time in the future.
18. DEFINITIONS AND INTERPRETATION
The following definitions should be read carefully as they provide important explanation and guidance on interpretation of the language used in this agreement.
“Account” means a regulated electronic money account provided to you by Prepay.
“Borrower” means a UK limited liability company that has registered and has been approved by the Agent’s Credit Approval Team as a borrower and entered into a Platform Agreement with the Company.
“Business Day” means a day (other than a Saturday and Sunday or Public Holiday) when banks in England are open for business.
“Credit Approval Team” means the Agent’s credit approval team, committee or subcommittee as determined by the Growth Street Group credit policy, who evaluate all potential Borrowers and Borrower loan requirements in advance of them being approved and made eligible to submit Loan Requests.
“Event of Default” means circumstances where a Borrower, to whom the Lender has been Matched, is in default of a Finance Document, and has failed to remedy the default in accordance with that document.
“Finance Documents” means any Platform Agreement, Loan Contract, debenture, mortgage, charge, lien, pledge, guarantee, or any other lending or security document entered into by a Borrower or a director of a Borrower, and any Lender or member of the Growth Street Group.
“Growth Street Group” means the Company and any subsidiary or any holding company (each as defined in section 1159 of the Companies Act 2006) from time to time of the Company, and any subsidiary from time to time of a holding company of that company.
“Information” means any of the information that can be viewed or downloaded from the Website and includes, but is not limited to, data, pricing information, Terms, images, reports, policies and software. It also includes any copyright, Intellectual Property Rights, Information Technology or other commercially valuable property of the Company.
“Information Technology” means all computer hardware (including network and telecommunications equipment), databases, and all computer software (included the Platform or any software required for the Platform) owned, used, leased by the Company.
“Intellectual Property Rights” all patents, rights to inventions, copyrights and related rights, trade marks, business names and domain names, rights in get up, goodwill and right to sue for passing off, database rights, right to use, and protect the confidentiality of, confidential information, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim property form, such rights and all similar or equivalent rights or forms of protections which subsist or will subsist now or in the future in any part of the world.
“Lender Rate” means the interest rate payable by a Borrower to a Lender in respect of a Loan advanced under a Loan Contract.
“Lend Order” means an instructions given by you to us, setting the specific terms upon which you wish to make an amount of capital available for lending, which instructions constitute an offer to lend against which you authorise us to Match your available funds with Loan Requests made by Borrowers.
“Loan” means the aggregate principal amount of the loan made or to be made by Lenders to a Borrower under Loan Contracts or (as the context requires) the principal amount outstanding for the time being of that loan.
“Loan Contract” means a loan contract entered into between the Borrower and a Lender evidencing a Loan, or part of a Loan, created by the Matching of a Borrower’s Loan Request with one or more Lenders who have expressed an offer to lend to the Borrower, the form of which is attached in Schedule 1 as amended from time to time.
“Loan Repayment Date” means the date 30 days after an advance is made under a Loan Contract.
“Loan Request” means a loan request made by a Borrower specifying the amount of a proposed Loan.
“Match”, “Matching” or “Matched” means the process of bringing the Borrower, who has submitted a Loan Request in accordance with this agreement, and a Lender together by creating a Loan Contract and instructing a transfer of that Lender’s capital held in the Lender’s Account to the relevant Borrower.
“Platform” means the internet based service provided by the Company which allows Lenders and Borrowers to be Matched. This includes all secure areas of the Website in addition to any technology made available to Lenders.
“Platform Agreement” means an agreement entered into by the Company (acting for itself and as agent for the Lenders, the Agent, and the Security Trustee) with a Borrower in connection with the Borrower’s acceptance to the Platform as it may from time to time be amended, supplemented, restated or replaced (however fundamentally).
“Prepay” means Prepay Technologies Limited, a company registered in England and Wales with number 04008083 who can be contacted at PO BOX 3883 Swindon SN3 9EA.
“Security” means any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest, approved by the Credit Approval Team which a Borrower and/or a director of a Borrower provides in order to secure a Loan.
“Service Providers” means third party suppliers who provide either a service or product to the Growth Street Group which is used by us to provide the products and Services that we offer. Such Service Providers include, but is not limited to, payment service providers, credit reference agencies, online identification verification software, banking applications and the technology that supports the Website and Platform.
“Services” means the role that we perform in Matching a Lender and a Borrower.
“Terms” means the terms and conditions that are set out in this document together with any other document referred to herein.
“Website” means the Company’s main website which can be found at www.growthstreet.co.uk.
“Website Terms” means the terms and conditions governing the use of the Website, as amended from time to time.
This Loan Contract is made between:
(1) <<Lender Identifier>> (the Lender); and
(2) <<Borrower Identifier>> (the Borrower).
[5.0]% per annum
[Secured / Director personal guarantee]
Terms of the Loan
a. Account means a regulated electronic money account provided to each of the Borrower and the Lender by Prepay.
b. Agent means Growth Street Limited (CRN 9264172);
c. Borrower means the person taking out the Loan;
d. Email means the email address provided to Growth Street in accordance with the Platform Agreement or the Lender Terms;
e. Exchange means the manual exchange which Growth Street provides for the purpose of matching offers to lend and borrow between Growth Street users;
f. Growth Street means the trading name of Growth Street Exchange Limited (CRN 9495712) which has its registered office at 5 Young Street, London W8 5EH;
g. Growth Street Lender means a Lender who has been Matched with a Borrower by Growth Street;
h. Growth Street Terms means the terms and conditions set out on the Website;
i. Lender means the person lending to the Borrower;
j. Lender Terms means the terms and conditions agreed from time to time between the Lender and Growth Street;
k. Loan means the total amount borrowed by the Borrower to complete a single offer to borrow of which this Loan Contract represents a part;
l. Loan Contract means this agreement;
m. Match or Matched means the process of bringing the Borrower, who has issued a Loan Request as defined and in accordance with the Platform Agreement, and the Lender together by creating this Loan Contract and matching that Lender’s capital against the Borrower’s Loan Request;
n. Platform Agreement means the platform agreement entered into on [ ] between the Borrower and Growth Street;
o. Prepay means Prepay Technologies Limited, a company registered in England and Wales with number 04008083 who can be contacted at PO BOX 3883 Swindon SN3 9EA.
p. Repayment Date means the date set out in the key terms of this Loan Contract;
q. Security means the debenture granted by the Borrower in favour of the Security Trustee on [ ] to secure, among other things, the Borrower’s obligations under this Loan Contract;
r. Security Trustee means Growth Street Provision Limited (CRN 9495633); and
s. Website means www.growthstreet.co.uk.
a. This Loan Contract evidences that the Lender has lent the Amount to the Borrower.
b. The Loan may be used: (i) for the purpose of funding the Borrower’s working capital needs from time to time; or (ii) with Growth Street’s consent, to refinance existing Borrower debts.
3. Appointment of Growth Street as agent
a. The Borrower and the Lender have appointed Growth Street as their agent: (i) for the communication of offers to lend or borrow; (ii) for receipt of communications of acceptance of offers to lend or borrow; (iii) to execute on behalf of each of the parties any agreements or deeds in relation to offers to lend which have been accepted by the Borrower including, without limitation, this Loan Contract documenting the terms of a Loan; and (iv) to enter into any transfer or assignment agreements (or notices in relation thereto) on the Lender’s behalf in order to assign the benefit of or transfer all or part of any loans made available under a Loan Contract either to the Security Trustee, another Growth Street customer, or a third party.
b. The Borrower and the Lender have appointed Growth Street as their agent: (i) to instruct Prepay to advance the Amount to the Borrower’s Account from the Lender’s Account on behalf of the Lender; (ii) to receive and collect any payment by the Borrower in accordance with this Loan Contract; (iii) to monitor the Borrower’s compliance with this Loan Contract; and (iv) to acknowledge the creation of a trust over the Security granted in favour of the Security Trustee in respect of which the Lender is a beneficiary and to accede to the terms of any security trust arrangements in respect of the Security on the Lender’s behalf.
The Borrower will pay the Lender interest on the Amount at the Lender Rate. Interest will accrue on a daily basis.
a. The Borrower agrees to pay the amounts owing under this Loan Contract to the Borrower’s Account for and on behalf of Lenders, by direct debit or such other payment as Growth Street may, in its discretion, allow, and the Borrower authorises Growth Street to instruct Prepay to transfer any amounts paid in to the Borrower’s Account to the Lender’s Account to discharge the Borrower’s obligation under this Loan.
b. The Borrower may at any time repay all or part of the Loan early, but in any event shall repay the Loan in full on the Repayment Date.
c. All payments made by the Borrower will be in pounds sterling and in immediately available cleared funds.
d. All payments shall be made in full, without set-off, counterclaim or condition, and free and clear of, and without deduction or withholding.
6. Default Interest
The Borrower will be charged interest on any late payment at the Lender Rate. This will be charged from the date it is due until the date it is paid.
Growth Street on behalf of Lenders will be entitled to demand repayment of the full amount owed by the Borrower if the Borrower:
a. fails to pay any sum to Growth Street, the Agent or the Lender when due;
b. is in breach of the Platform Agreement or any other agreement with a Growth Street Lender;
c. in the opinion of Growth Street, is likely to breach the terms of this Loan Contract, or any other Growth Street loan; or
d. breaches the terms of the Growth Street Terms.
8. Allocation of Payments
Any payment by the Borrower will be allocated between all of the Borrower’s Growth Street loans, first to pay the interest and principal on the loan(s) in such manner as Growth Street may determine; then towards repaying any arrears on the loan(s); then towards paying any amounts due to the Security Trustee; and then to pay any administration charges or commission due to Growth Street and the Agent.
a. The Lender may assign its rights, title and interest in this Loan Contract and all associated rights under the Lender Terms either to the Security Trustee or, with Growth Street’s consent, another Growth Street customer, or a third party. If this Loan Contract is assigned, the Borrower’s rights and obligations under this Loan Contract will not be affected.
b. The Borrower is not entitled to assign its rights under this Loan Contract.
a. This Loan Contract is governed by and construed in accordance with English law, and the Lender and Borrower submit to the non-exclusive jurisdiction of the English courts.
b. If any part of this Loan Contract is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of the Loan Contract.
c. Any waiver by either party of a breach of any provision of this Loan Contract shall not be considered to be a waiver of any subsequent breach of the same, or any other, provision.
d. This Loan Contract may be entered into by Growth Street as agent for the parties notwithstanding the lack of signature by Growth Street or either party. The records kept by Growth Street shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.
e. Any notices given to the Borrower or the Lender in relation to this Loan Contract shall be emailed to the party’s Email. Growth Street shall either send a copy of this Loan Contract to each party’s Email address or make it available to view and download in a secure section of the Website.
f. The Borrower’s and the Lender’s rights and obligations under this Loan Contract are subject to the Growth Street Terms. Where there is a discrepancy between the two, the terms of this Loan Contract will prevail.
g. The Borrower and the Lender agree that, while no member of the Growth Street group is a party to this Loan Contract, Growth Street or the Agent may take the benefit of and specifically enforce each express term of this Loan Contract and any term implied under it pursuant to the Contracts (Rights of Third Parties) Act 1999.