1.2 These Investor Terms and Conditions describe:
1.3. These Investor Terms and Conditions should be read in conjunction with other important documents and guidance. These are:
1.4. You should keep a copy of these Investor Terms and Conditions safe for future reference. You can also download the latest version from the Website.
1.5. In these Investor Terms and Conditions "we", "us" or "our" means Kuflink. "You", "your", "it" or "its" means the Investor. Words which appear in bold are defined in the Glossary at the end of these Investor Terms and Conditions.
1.6. Before you create an Investor Account, you must read these Investor Terms and Conditions.
1.7. By creating and maintaining an Investor Account, you agree to be bound by these Investor Terms and Conditions. You agree to access and use the Kuflink Platform and the Website for the purposes of lending to Borrowers as envisaged by, and in accordance with, these Investor Terms and Conditions.
1.8. If, after reading these Investor Terms and Conditions, you feel you are not able to comply with your obligations under them, or you do not wish to be bound by them, then you should not proceed to create an Investor Account or access the Kuflink Platform.
The Kuflink Platform is a direct lending platform that matches those who wish to lend money with those who wish to borrow. Our role is to:
3.1. We, or others we instruct, perform the following Intermediary Services:
3.2. You authorise us to provide or arrange the provision of the Intermediary Services for you.
3.3. In connection with our Intermediary Services, we collect business, financial and personal information from a Borrower and from third parties when a Borrower applies for a Loan, but we cannot guarantee its accuracy. Accordingly, we accept no responsibility or liability for the inaccuracy of such information. We may from time to time update the information we publish when we are provided with new or additional information, but we shall have no obligation to do so.
4.2 If you wish to lend money through Kuflink’s P2P platform, you should go to the 'Invest ' page on our website and select one of our Investment Products. The Investment Product which you select will determine how we will manage your P2P investment and the terms on which you will lend to Kuflink borrowers.
4.3 You must provide us with the account details of the bank account from which you intend to make and receive payments (your nominated Bank Account). Your Nominated Bank Account must be in the same name as the legal person who is registered with us and must be held with a UK bank. We may accept or reject applications to create an Online Kuflink Account at our absolute discretion.
4.4 If we accept your application, we will provide you with your Online Kuflink Account details.
4.5 If you want to add funds to your Kuflink investments or invest cash balances into a new Investment Product, you can do this through your Online Kuflink Account.
4.6. You must provide us with the sort code and account number of your Nominated Bank Account.
4.7. You must not transfer your Investor Account to another person, or permit another person to use your Investor Account, without our specific prior written consent.
4.8. You must notify us immediately if you believe that an unauthorised person is using your Investor Account, or the security of your Investor Account has been or might be breached.
4.9. We can assume that all correspondence, orders, transfers and instructions made by reference to your username and password are made by you.
4.10. We can decline to act on your instructions or suspend your Investor Account if we suspect illegal or fraudulent activity or unauthorised use of your Investor Account.
4.11. Before you can start to lend to Borrowers you must fund your Investor Account. You will also need to agree to, and accept, the Loan Conditions and Transfer Certificate. The User Guide and FAQs explain how Investors can transfer money into their Investor Account and how the lending process works.
5.1 The Kuflink Service is a loan management service which enables you to lend to Kuflink borrowers via the Kuflink platform. The money you provide will be used by Kuflink borrowers to finance properties deals
5.2 The Product Particulars will set out any specific features of the Investment Product. Over time, we may change the parameters of the Product Particulars and Investment Products available as part of the Kuflink Platform Service.
5.3 The minimum value of a Kuflink initial investment is £100.
5.4 As part of the Kuflink Platform Service, we shall:
(a) enter into loan agreements with Kuflink borrowers on your behalf as your agent on such terms as we see fit in line in accordance with the Product Particulars of your chosen Investment
(c) arrange for the Collection Manager to take security on the Kuflink’s borrower’s assets and attend to the recovery of any debts owing.
6.1. These Investor Terms and Conditions set out the basis of our relationship with you as an Investor.
6.2. We do not guarantee you will be able to lend through the Kuflink’s Platform.
6.3. The Loan Contract sets out your lending relationship with a Borrower. A Loan Contract is between an Investor and a Borrower, but we have certain rights under it to enable us to perform our role properly. If there is any conflict between these Investor Terms and Conditions and the Loan Contract, the terms of the Loan Contract will prevail.
6.4. We are not authorised to give investment advice. No information contained on the Kuflink Platform or on the Website constitutes investment advice or a recommendation to lend money and should not be treated as such.
7.1. You may cancel your agreement with us within 14 days of opening your Classic Account.
7.2. If, after opening your Account and during the 14-day cancellation period, you add funds to your Kuflink Account and either:
you will lose your right to cancel. This means that you will be unable to close your Kuflink Account other than in accordance with Ceasing to be an Investor with Kuflink and termination).
8.1. To access and use the Kuflink Platform for the purposes of lending you must create and maintain an Investor Account. To be eligible to do so, unless we agree otherwise, you must satisfy the following Investor Eligibility Criteria:
8.2. We may change the Investor Eligibility Criteria from time to time.
8.3. You may not be both an Investor and a Borrower unless you have obtained our specific prior written consent.
8.4. If you cease to satisfy the Investor Eligibility Criteria we may close your Investor Account in accordance with the process set out in Ceasing to be an Investor with Kuflink and termination.
8.5. Information regarding the funds in your Investor Account, the Loan Parts you hold and other information relating to your lending is viewable in your Investor Account.
8.6. We may:
8.9. Funds held in your wallet do not earn interest.
8.9. We can enforce certain terms under a Loan Contract and can take certain action on behalf of the relevant Investors. You cannot, and are not entitled to, engage with any Borrower and any Guarantor, or undertake any action in your own name under a Loan Contract and a Guarantee unless we otherwise agree.
8.10. We may amend the Loan Conditions from time to time and will notify you of these changes. These changes will have no retrospective effect and will generally take effect after you have been notified.
9.1. The Loan Contract governs the payment of principal and interest due to you from a Borrower under the Loan Contract.
9.2. Neither we nor any Kuflink contract guarantee any payments due to you from any Borrower under any Loan Contract.
9.3. We will provide individual Investors with an annual statement of the interest to which they are entitled for personal tax purposes.
9.4. It is your responsibility to account for any tax imposed on you as a result of lending Loan Parts through the Kuflink Platform, including on any interest you earn. Neither we nor any part of Kuflink will deduct any tax from any interest that you receive or any proceeds of sale from any transfers of Loan Parts that you effect unless we, or any Kuflink employee, are required to do so by law.
10.1. All withdrawals must be to your Nominated Bank Account.
10.2. You can withdraw available funds that have not been lent or allocated for lending from your Investor Account
11.1. Any Security granted at the time of origination of a Loan will operate to secure the obligations of the Borrower and a Guarantor under that secured Loan. Any Security granted at any time after origination may operate to secure all monies due from a Borrower and a Guarantor under all Loans made to that Borrower.
11.2. If the Security becomes enforceable, the Security Holder will act in the interests of all relevant Investors (unless otherwise required by law) and will be entitled to make distributions to Investors in accordance with the principles outlined in these Investor Terms and Conditions and the Loan Conditions. Neither we, nor the Security Holder, nor any person acting on our or its behalf will be liable for any loss suffered by any Investor unless the loss is caused by our or its own negligence.
11.3. After enforcement of the Security, any monies received or recovered by or on behalf of the Security Holder will be applied in the following order of priority:
11.4. The Security Holder is only required to make the payments referred to in clause
11.5 to us and this payment to us will constitute a complete discharge by the Security Holder of its obligations to make payment to the relevant Investors. Following receipt of this payment, we will make distributions to Investors.
11.6. Any monies received or recovered in respect of Security will be applied in discharging the obligations of the Borrower and Guarantor under the secured Loan expressed to have the benefit of such Security. If there is more than one such secured Loan with the benefit of such Security, such monies will be applied proportionately by reference to the principal amounts owing to the relevant Investors under the secured Loans, and once all principal amounts are repaid, if further monies are received or recovered, these will be applied proportionately by reference to the Accrued Interest owing to the relevant Investors.
11.7. The enforceability of Security is subject to normal legal risks, challenges and limitations, and that available proceeds post-enforcement may not be sufficient to discharge all of the obligations owed by the Borrower and any Guarantor at that time to each Investor. In addition, it is possible that there may be other creditors of the Borrower and Guarantor that have claims that may be recovered in priority to those of the Security Holder and the Investors.
12.1. If a Borrower misses a payment due under a Loan Contract, we will take certain administrative steps to pursue the missed payments. This may include engaging with the Borrower, seeking more information from them, and attempting to recover the outstanding sums due from them. In each case we will take the recovery action that we consider to be in the best interests of the affected Investors as a whole. We may recover our reasonable costs as a priority from any amounts recovered as outlined in the Loan Conditions.
12.2. If we are unable to recover the amounts outstanding under a Loan, we may also appoint a Collections Agent who will seek to collect and recover any outstanding sums due under the Loan on your and other Investors' behalf. A Collections Agent may charge a Collections Fee, which is payable by the Borrower, and this will be added to the overall amount that the Collections Agent is seeking to collect and recover from the Borrower. The Collections Fee will be paid in priority to any distributions to Investors.
12.3. If an Event of Default occurs, we may demand full repayment of the Total Amount Payable and all applicable fees and costs under the Loan Conditions from the Borrower and the Guarantor and will repay to each Investor that Investor's proportionate share of any funds successfully recovered.
12.4. We, the Security Agent or the Security Holder may take such steps as we consider necessary or desirable in our absolute discretion to collect the outstanding debt including, without limitation, pursuing Guarantors, enforcing Security, assigning the debt to a debt purchaser, and commencing formal legal action or insolvency processes through the courts. If further action is necessary, a Collections Charge and third party legal and other costs may apply (as outlined in the Loan Conditions), and the Borrower and Guarantor will be liable to pay all such applicable costs.
12.5. We, the Security Agent or the Security Holder will act in a fair and equitable manner to achieve maximum recovery for all affected Investors (and this may include agreeing new payment terms or selling the debt to a third party).
12.6. We, the Security Agent or the Security Holder may decide (in our absolute discretion) not to pursue the Borrower or the Guarantor for non-payment or after an Event of Default has occurred on grounds of compassionate reasons, customer vulnerability, or if we consider it to in the best commercial interests of all Investors to do so.
12.7. Only we, the Security Agent, the Security Holder or the Collections Agent can engage with the Borrower and any Guarantor to take steps to pursue the missed payments and recover outstanding sums on behalf of all Investors. You are not permitted to undertake any individual action or engage with the Borrower or the Guarantor unless we agree otherwise.
12.8. We will keep you updated with the progress of efforts to collect missed payments and recover outstanding sums on defaulted Loans. You can view this status information in your Investor Account.
13.1. We will treat all money received from you, or held on your behalf, as Client Money in accordance with the FCA's Client Money Rules.
13.2. Client Money will be held in Kuflink Client Bank Accounts (Currently held with Metro Bank). You agree to the holding of your Client Money in this way.
13.3. No interest or income derived from the holding of Client Money in Kuflink Client Bank Accounts or FCA-approved client money market investment accounts will be paid to you in respect of any funds that are held for you.
13.4. If we were to cease trading, the funds held as Client Money would not be treated as our assets. Your funds would be classified as being held under a statutory trust and we would always seek to comply with all relevant obligations placed on us as a trustee.
13.5. Lending through Kuflink’s Platform is not covered under the Financial Services Compensation Scheme. However, you may be entitled to compensation from the Financial Services Compensation Scheme in respect of any money held by us on your behalf if the bank or credit institution that is holding the money becomes insolvent. Further information is available at http://www.fscs.org.uk.
14.1. We will not charge you any fee for creating an Investor Account or lending through the Kuflink Platform.
14.2. We may charge a Servicing Fee which will be included in the interest rate charged on each Loan. If applicable, it will be included in the Fixed Interest Rate stated in the Key Contract Terms and be deducted by us from monthly payments made by the Borrower and retained by us in accordance with the Loan Conditions. Investors are not entitled to the Servicing Fee.
14.3. The Servicing Fee is charged to cover our role in undertaking the following Loan servicing activities:
14.4. If we incur any fees or charges, such as disputed transaction fees, bank fees or payment processing charges in our provision of Intermediary Services to you or otherwise, we will make you aware of these and you will reimburse us for all such costs we incur. To facilitate the reimbursement, you authorise us to access and withdraw funds from your Investor Account, or collect the fee or charges from any payments due to you. We also reserve the right to request payment directly from you in relation to such incurred fees or charges.
14.5. We reserve the right to change or waive any applicable fees from time to time.
15.1. We may make changes to these Investor Terms and Conditions from time to time without your consent for any of the following reasons:
15.2. We will always try to give you at least one month's notice of an amendment to these Investor Terms and Conditions by notifying you of the proposed change through the Website or sending an email to your registered email address. However, this may not always be possible, and we may make changes on shorter notice periods.
15.3. Subject to clause 17.2, if you do not agree with any changes that we make to these Investor Terms and Conditions you are able to close your Investor Account at any time by contacting us by email (email@example.com) or by telephone 01474 334488. By continuing to access and use the Kuflink Platform after any changes to these Investor Terms and Conditions, you accept and agree to be bound by the updated Investor Terms and Conditions.
16.1. If you no longer wish to be an Investor then, provided you have:
you can notify us at any time and we will close your Investor Account.
16.2. If you wish to close your Investor Account but the following circumstances apply:
you must either (depending on the circumstances):
16.4. We may give you notice that we intend to close your Investor Account at any time if:
17.1. You will be liable to us for any foreseeable loss or damage suffered by us as a result of:
17.2. You will not be liable to us for any loss or damage which is not foreseeable.
18.1. Subject to clause 18.2, we will be liable to you for any foreseeable loss or damage suffered by you as a result of:
18.2. We, the Security Holder and any part of Kuflink group will not be liable to you for loss or damage (whether or not this is foreseeable) arising from any action taken (or not taken) in relation to maximising collections and recoveries, or from circumstances that are beyond our reasonable control.
18.3. Nothing in these Investor Terms and Conditions will exclude or limit our liability for death or personal injury caused by our negligence or fraud, or for any other liability that cannot lawfully be excluded or limited under applicable laws and regulation.
We will ensure that any potential conflicts of interest that might arise between a Borrower and an Investor, or different Investors, are identified and managed effectively in accordance with our conflicts of interest policies.
20.1. We always try to offer the best service possible. However, if you are unhappy with any service or product offered by us or Kuflink, please contact us by email (firstname.lastname@example.org or by telephone (01474 334488).
20.2. We will endeavour to resolve your complaint as quickly and as fairly as possible.
20.3. More information on how to complain and how complaints are dealt with by us can be found on the Website and in the User Guide.
21.1. If any provision of these Investor Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, this will not affect the validity and enforceability of the remaining provisions.
21.2. Our rights under these Investor Terms and Conditions may be exercised as often as necessary, are cumulative and not exclusive of any rights or remedies provided by law. Delay in the exercise of any right granted to us in these Investor Terms and Conditions is not a waiver of that right.
21.3. These Investor Terms and Conditions are governed by and construed in accordance with English law. If any dispute (whether contractual or non-contractual) arises out of, or in connection with, these Investor Terms and Conditions, we and the Investor submit to the non-exclusive jurisdiction of the English courts.
Part B: Kuflink ISA and reserve deals
Terms and Conditions
22.1 The Kuflink ISA is an IFISA. We do not offer any other type of ISA.
22.2 If you are eligible and you open a Kuflink ISA, Parts A and B of these Investor Terms and Conditions will apply to your Kuflink ISA. Part A of these Investor Terms and Conditions will apply to your Kuflink Account. In relation to your Kuflink ISA, in the event of any conflict between terms in Parts A and B, the terms in Part B will prevail.
22.3 Even if you are eligible to open a Kuflink ISA we have absolute discretion to accept or reject your application to open a Kuflink ISA.
23.1 You appoint us to act as the ISA Manager of your Kuflink ISA. We will operate your Kuflink ISA in accordance with the Kuflink ISA Terms and Conditions, the ISA Regulations and all other applicable laws and regulations to which we are subject.
23.2 We are not authorised to provide investment management services, give advice or make recommendations to you and you acknowledge that you are solely responsible for any investments held within your Kuflink ISA. You may wish to seek independent financial advice before opening a Kuflink ISA.
23.3 You authorise us to provide HMRC with all relevant information about you, your Kuflink ISA and the investments held in your Kuflink ISA.
23.4 We may delegate any of our administrative functions or responsibilities to another person. If we delegate, we will satisfy ourselves that the person to whom we have delegated is competent to carry out those functions and responsibilities. We shall remain responsible for the operation of your Kuflink ISA.
23.5 We will tell you if, by reason of any failure to satisfy the provisions of the ISA Regulations, we become aware that your Kuflink ISA has, or will, become void.
24.1 To be eligible to open and maintain a Kuflink ISA, in addition to satisfying the relevant applicable Investor Eligibility be an individual;
24.2 You cannot:
24.3 You must notify us immediately if you are no longer eligible for a Kuflink ISA. This would be the case if, for example, you are no longer a permanent resident of the United Kingdom.
24.4 If, after opening a Kuflink ISA, you become ineligible to hold a Kuflink ISA then we may transfer any cash and non-cash investments from your Kuflink ISA into a Kuflink Account (or if you do not hold a Kuflink Account we will open one for you for this purpose) and it will not qualify for a tax exemption.
24.5 If you breach any of the terms contained in Part B, we may close your Kuflink ISA in accordance with the process set out above.
25.1 To apply for a Kuflink ISA you must:
25.2 We have the right to refuse your Kuflink ISA application and/or subscription monies for any reason, at our discretion.
25.3 Your Kuflink ISA will begin:
26.1 In any tax year your contributions into any ISA must not exceed the maximum aggregate Subscription Limit set out in the ISA Regulations for that tax year. You can monitor your subscription level in your Kuflink ISA.
26.2 You can make payments into different types of ISA in each tax year in any combination that you choose, but you may not subscribe:
26.3 If you subscribe for more than one IFISA in the same tax year (whether a Kuflink ISA or not), or you subscribe in excess of the Subscription Limit, then you agree that we may (including upon instruction from HMRC):
27.1 We may accept transfers into your Kuflink ISA from another ISA Manager at our discretion.
27.2 If applicable, your request to transfer funds into your Kuflink ISA must be made in the form available on, and in the manner described on, the Website.
28.1 If you die, we will close your Kuflink ISA and the tax benefits will cease on your death. Any interest received after your death will be paid into a Kuflink Account and will not be exempt from income or other taxes from the date of your death.
28.2 Your personal representatives must provide us with proof of your death and of their appointment, after which we will act in accordance with their instructions.
28.3 In the circumstances set out in the ISA Regulations, your surviving spouse or civil partner may be entitled to an additional ISA allowance equal to the value of your Kuflink ISA as at the date of your death.
29.1 Subject to clauses 34.2 and 34.3, you may cancel your Kuflink ISA within 14 days of it beginning.
29.2 If, after opening your Kuflink ISA and during the 14-day cancellation period, you add funds to your Kuflink ISA and either:
and you wish to cancel your Kuflink ISA, we will transfer all cash and non-cash investments in your Kuflink ISA into your wallet. We will then cancel your Kuflink ISA and you will lose any tax exemption under the ISA Regulations in respect of it. Part A will govern your Kuflink Account.
29.3 If you have not, during the 14-day cancellation period, entered into a Loan Contract or committed to lend money to a Borrower and you notify us that you wish to cancel your Kuflink ISA:
30 Reserve deals:
30.0 These are deals where the investor has the opportunity to get involved in the deal before it goes live on Kuflink’s investor platform. By investing money before the deal goes live allows you to secure a piece of the arrangement and be paid as set out below.
30.1 Interest accrued whilst the deal is marked ‘reserve’ will be paid to you in a lump sum once the loan has gone live.
30.2 Lump sum will be the interest accrued (based on the interest payable on the deal) and paid in the form of a cash back when the deal goes live.
30.3 For reserve opportunities, you will accrue interest daily up until the day before the deal goes live. Should you withdraw your investment prior to the deal going live, you will not be eligible for interest during the reserve period.
30.4 Should the deal not go live (for any reason) the interest accrued will not be payable