Last Updated 17/05/2019
Part 1: General investor Terms and Conditions
Part 2: IF ISA Terms and Conditions
PART 3: Reserve deals Terms and Conditions
Part 3: Secondary Market Terms and Conditions
Part 4: MangoPay Terms and Conditions
PART 1 – GENERAL INVESTOR TERMS AND CONDITIONS
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 (firstname.lastname@example.org) 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 (email@example.com 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 2 – KUFLINK ISA TERMS AND CONDITIONS
Innovative Finance ISA Terms and Conditions
Please read your Innovative Finance ISA terms and conditions. You must accept these terms and conditions in order to open your Innovative Finance ISA account with Kuflink.
Please note that to open an Innovative Finance ISA Account with Kuflink, you must first also have agreed to the terms of our Participation Agreement.
1 Definitions and Interpretation
1.1 Please note that these Terms and Conditions uses a number of capitalized terms that are defined in the Participation Agreement, and these definitions apply here also.
1.2 The following further terms are defined for the purposes of these Terms and Conditions as follows:
1.2.1 HMRC refers to Her Majesty's Revenue & Customs
1.2.2 IF ISA refers to the species of ISA known as the Innovative Finance ISA, which are permitted under the ISA Regulations to invest (subject to conditions) in loans entered into via a platform operated by a person authorized and regulated by the FCA under article 36H of the Regulated Activities Order.
1.2.3 ISA means an Individual Savings Account, whose operation and promotion are governed by the ISA Regulations
1.2.4 ISA Manager refers to the person who is charged with the duty to manage your ISA under the terms of these Terms and Conditions.
1.2.5 ISA Regulations means the Individual Savings Accounts Regulations 1998, as amended.
1.2.6 We, us, our or Kuflink all refer to Kuflink Limited, which operates the Platform and under these Terms and Conditions provides the service of ISA Manager.
2 Your Innovative Finance ISA account
2.1 Kuflink will be your ISA Manager.
2.2 Under these Terms and Conditions, your ISA will be classified and treated for all purposes as an IF ISA. Please note the further provisions of these Terms and Conditions that apply where, in any given fiscal year, you hold more than one ISA.
2.3 To open an IF ISA account, we must be in receipt of a completed ISA application, together with your payment for any amount between our stated minimum subscription up to the maximum annual subscription allowance for an IF ISA. Note that if you have already contributed moneys as an Advance to be held in the Client Money Account you may direct that these be used to fund your IF ISA (up to the applicable statutory maximum level for ISA investment and taking into account all moneys you have committed to ISA investment in the same fiscal year).
2.4 You may subscribe to an ISA in any United Kingdom fiscal year (i.e. period starting on 6 April of one year and ending 5 April of the following year) for which you are:
2.4.1 resident in the United Kingdom, or
2.4.2 although non-resident in the United Kingdom, perform duties of a Crown employee which are treated as being performed in the United Kingdom, or
2.4.3 the spouse or civil partner of a person to whom 2.4.2 applies.
2.4.4 minimum 18 years of age.
2.5 Your application for an IF ISA account is specifically related and restricted to the UK fiscal year in which you make it. Kuflink will continue to manage your IF ISA in successive years unless you opt out via Kuflink’s platform. We will require that you make certain representations to us concerning your tax residence etc., as detailed in these Terms and Conditions, which will be treated as holding true by Kuflink in successive years until and unless we are notified by you to the contrary.
2.6 In accordance with the ISA Regulations, you are not eligible to apply if you have already subscribed to an IF ISA offered by a different ISA Manager, or have already subscribed the maximum available allowance to a Cash and/or Stocks and Shares ISA (as defined in the ISA Regulations), in the same UK fiscal year as you are applying for this ISA. These restrictions do not apply:
2.6.1 If you are transferring the entire value of an existing IF ISA from another ISA Manager to this IF ISA (in circumstances where this is permitted under the ISA Regulations), or
2.6.2 Where you have already subscribed the maximum allowance to a Cash and/or Stocks and Shares ISA and this is transferred to this IF ISA.
2.7 The loans that you make on the Platform will be, and must remain in, your beneficial ownership and the value of your IF ISA must not be used as security for a loan.
2.8 Any documents evidencing title to the loans you advance on the Platform and which become comprised within your IF ISA will be retained by us under the terms of your Participation Agreement.
2.9 We will notify you if, by reason of any failure on your part to satisfy the provisions of the ISA Regulations, your IF ISA has ceased, or will, cease to qualify for relevant tax benefits or treatments to which it would otherwise be entitled. If the failure cannot be corrected or if you fail to take any action requested by us in writing within a reasonable period of time, we may close your account by written notice.
2.10 If you do not place any money in your IF ISA account during a UK fiscal year, you will need to make a new declaration should you wish to subscribe to your Kuflink IF ISA in the following UK fiscal year.
2.11 In order to enter into a Participation Agreement, you will be required to provide Kuflink with various materials to prove your identify and assure Kuflink of the provenance of your money. On the basis that you have complied with these requirements to Kuflink's satisfaction, no further such details are needed from you in relation to the opening of an IF ISA account under these Terms and Conditions.
2.12 You must inform us immediately if any declarations or confirmations you have made about your eligibility to hold an ISA no longer apply.
3 Payments and withdrawals
3.1 Subscriptions can be made into your IF ISA account by debit card or bank transfer, or by directing that moneys that you have already Advanced to Kuflink and which are comprised in the Client Money Account should be used for this purpose.
3.2 An initial subscription must be of at least £100.
3.3 All subscriptions must be in cleared Sterling funds drawn on a UK bank or building society account bearing your name.
3.4 The maximum you can subscribe to the Kuflink IF ISA is the maximum ISA limit per tax year as prescribed in the ISA Regulations Amounts subscribed in excess of such maximum will not qualify towards your IF ISA, but will be available as Advances to Kuflink for use in the funding of Loans made in accordance with your Participation Agreement.
3.5 Please note that all subscriptions, subject to cancellation rights under clause 4, are irrevocable.
3.6 You may make withdrawals from your IF ISA account in any circumstances under which you have the right to withdraw funds under the Participation Agreement. Broadly speaking you cannot withdraw any value from your IF ISA that at the material time is committed by Kuflink via the Participation Agreement to one or more Loans.
3.7 Any interest accrued within your IF ISA account will automatically be re-invested into the following year until maturity
4.1 Regardless of whether you have chosen to Advance money to Kuflink for the purposes of Loans entered into under your Participation Agreement, we are required to notify you that you have the right to cancel your application for an IF ISA under the terms of these Terms and Conditions.
4.2 If you wish to cancel your IF ISA, you must notify Kuflink of this within 14 calendar days of the date on which we notify you that your IF ISA account has been opened. You can do this by phoning/emailing/writing to us on 01474 334499 or ISA@Kuflink.com
4.3 If you choose to cancel your IF ISA within the 14-day cancellation period, you will remain eligible to open an IF ISA with us on a future occasion, or to do so or another ISA Manager. This will not impact your annual allowance permitted by HMRC
4.4 Please note that cancellation of your IF ISA has no effect on the status of your Participation Agreement, which remains in force. Cancellation of your Participation Agreement in accordance with its terms will automatically serve as a cancellation of your IF ISA, if you have entered into one.
4.5 If you have committed to your IF ISA moneys that were already in the Kuflink Client Money Account, cancellation of your IF ISA serves to redirect such moneys for general use under the terms of your Participation Agreement. If you have forwarded moneys to Kuflink specifically to fund your IF ISA and then cancel it, we will arrange for such moneys to be refunded to you, minus a handling charge of a reasonable amount to represent Kuflink's costs of administering the cancellation process.
5 Account closure
5.1 If you wish to close your IF ISA account, you can do so by phoning/emailing/writing to us at 01474 334499 or ISA@Kuflink.co.uk
5.2 If you give instructions to close your IF ISA account, and do not arrange with another ISA Manager to transfer the money in your account into the IF ISA that they manage, please note that you will not be able subscribe to another IF ISA in the same UK fiscal year. However, you would have the choice to re-open your IF ISA account with Kuflink in that same UK fiscal year if you wish.
5.3 We may close your account with immediate written notice to you if we are directed to close it by HM Revenue & Customs.
5.4 It is Kuflink's policy that moneys which are transferred out of a closed IF ISA account (unless required by law to be repaid to you or treated in some other fashion) will be retained as Advances made by you to Kuflink for the purposes of Loans under the terms of your Participation Agreement.
5.5 In closing your ISA we may deduct any sums due to us.
5.6 You will reimburse us any amounts required to be paid in tax or otherwise if you close your ISA.
6 Death or bankruptcy
6.1 Where the ISA investor dies on or after the 6 April 2018 the account will remain a continuing account of the deceased investor until the earlier:
6.2 When we receive notification of your death we will close your IF ISA account and unless we are required for any other reason to retain the funds against payments due to us or to transfer any part thereof to your estate, the funds standing to the credit of your IF ISA will be treated as Advances to Kuflink for the purposes of Loans entered into under your Participation Agreement (in relation to which your executors or administrators, on proof of grant of representation, will be treated as Kuflink's lending clients).
6.3 We may require a grant of representation before releasing any monies in your account to your executors.
6.4 Your IF ISA account will be valued for probate as at the date of your death and dealt with as instructed by your personal representatives.
6.5 We may support the setting up of an IF ISA based on Additional Permitted Subscriptions (APS) for your surviving spouse or civil partner.
6.6 In the event of your bankruptcy, ISA tax exemptions will no longer apply from the date on which a trustee is appointed to manage your estate.
6.7 When we receive notification of your bankruptcy we will close your IF ISA account and unless we are required for any other reason to retain the funds against payments due to us or to transfer any part thereof to your trustee in bankruptcy, the funds standing to the credit of your IF ISA will be treated as Advances to Kuflink for the purposes of Loans entered into under your Participation Agreement (in relation to which your trustee in bankruptcy, on proof of valid appointment, will be treated as Kuflink's lending client).
6.8 Kuflink reserves the right to make an administrative charge (currently at the rate of 25?? but subject to periodic review), deductible from the IF ISA account, if required:
6.8.1 To register a grant of representation for your estate;
6.8.2 To register a trusteeship in bankruptcy; or
6.8.3 In relation to setting up an APS for a surviving spouse or civil partner.
7 Transfers in
7.1 You may transfer money into your IF ISA with us from an existing ISA with another provider. An online transfer-in form will need to be completed and then we will send you a Transfer Authority form to approve and sign. We can then arrange for the funds to be transferred to us from your existing ISA provider in accordance with your instructions and ISA Regulations.
7.2 The transfer process will begin on the date on the Transfer Authority form or the date you stipulate for us to begin the transfer process, whichever is later. We will then send your request for the transfer of money in your existing ISA to your existing ISA Provider together with confirmation that we will accept the ISA transfer, within 5 business days of receiving your Transfer Authority form.
7.3 You will not be charged for a transfer in of an ISA from a third party ISA manager.
7.4 Funds that you have Advanced to Kuflink under your Participation Agreement can be transferred into your IF ISA account as long as they are not currently invested in a Loan.
8 Transfers out
8.1 You cannot liquidate Loans within an IF ISA to fund a transfer out.
8.2 If you choose to transfer out funds from your IF ISA to another ISA provider, you will be charged a fee of £35.
8.3 You may transfer all (but not part only) of the money in your account in the current tax year, together with all or parts of any funds (together with interest) in your account from previous tax years to another ISA Manager in accordance with the ISA Regulations and these conditions. You will need to contact your other ISA Manager in order to arrange a transfer and you can choose the date funds are transferred subject to us being allowed a reasonable period to implement that transfer. That reasonable period shall not exceed 30 Business Days and shall be consistent with the requirements of the ISA Regulations.
9 Changes to Terms and Conditions
9.1 We may, at any time, amend these Terms and Conditions by giving you written notice. Such amendment will take effect on the date specified in the written notice. For the avoidance of doubt, these changes may impact our fees and charges, or the level of service provided. Any amendment that adversely affects you will not apply to sums already lent out.
9.2 Kuflink may amend these terms if it believes it necessary in order to respond proportionally to changes in law and regulations.
9.3 We may also amend the Terms and Conditions to reflect changes to our systems, administrative processes and procedures, market practice or client requirements and to reflect other legitimate cost increases (or reductions) associated with providing your Kuflink Innovative Finance ISA
9.4 You will be given at least 20 Business Days' notice in respect of any changes to these Terms and Conditions unless the specific circumstances require a shorter period. Any amendments will comply with any applicable laws and regulations.
10 Term period
10.1 Your IF ISA term will last for whichever term you choose, either 1, 3 or 5 years. There is no early exit for IF ISA investments.
10.2 You will be notified by e-mail when your IF ISA is three months and one month away from maturing
10.3 If you do not take action by the date your IF ISA investment matures, your matured IF ISA investment will automatically be re-termed for one year. You can change from the default automatic re-term by logging in to the Kuflink platform.
11 ISA Regulations
11.1 The management of your ISA Account will be subject to the ISA Regulations. Any changes made by HMRC to the ISA Regulations that affect these terms will apply as soon as they come into effect.
11.2 We will inform you if your ISA Account has lost or will lose its tax exemption through any failure to comply with the ISA Regulations. If an investment which was previously allowed under the ISA Regulations ceases to be allowed, Kuflink will notify you and request your instruction to either sell the investment and reinvest the proceeds in the account or transfer it out of the account.
11.3 These Terms and Conditions are based on our understanding of current law and HMRCs practice as at April 2016. These may change in the future and the favourable tax treatment of ISAs may not be maintained.
12 General and Miscellaneous Provisions
12.1 These Terms and Conditions are personal to you and cannot be assigned or transferred.
12.2 Any obligation that we owe to you under these Terms and Conditions may be satisfied by any other company in our group, for whose acts or omissions we will remain fully liable to you.
12.3 In the event of any conflict between these Terms and Conditions and the Participation Agreement to which you are party, the latter prevails.
12.4 For the purposes of the Contracts (Rights of Third Parties Act) 1999, these Terms and Conditions confer no rights on any person other than the parties hereto.
12.5 These Terms and Conditions are governed by English law, and the courts of England have exclusive jurisdiction in relation to any matters, contractual or otherwise, arising out of them.
PART 3 – RESERVE DEALS TERMS AND CONDITIONS
1.1 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.
1.2 Interest accrued whilst the deal is marked ‘reserve’ will be paid to you in a lump sum once the loan has gone live.
1.3 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.
1.4 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.
1.5 Should the deal not go live (for any reason) the interest accrued will not be payable
PART 4 – SECONDARY MARKET TERMS AND CONDITIONS
1.1 All transactions via the secondary market are subject to final approval by Kuflink and subject to Kuflink’s terms and conditions. Kuflink reserve the right to refuse the sale of any investment without prior notice.
1.2 Investors are permitted to offer their loan part for sale at the original purchase value only.
1.3 You may only sell your total investment in one opportunity. Kuflink cannot permit part sales. If you have made multiple separate investments into one opportunity, you may sell one or more of these investments individually.
1.4 There is no 14-day cooling off period applicable for transactions made via the secondary market.
1.5 Information regarding individual opportunities is available via the platform ‘Loan Updates’ function and is accessible in full to all registered Kuflink investors.
2.1 Transactions will be subject to an arrangement fee of 0.25% of the loan part value, payable to Kuflink by the seller upon completion of the sale. This fee will be automatically deducted from funds transferred by the purchaser into your Kuflink wallet.
2.2 Kuflink may waive their arrangement fee during promotional periods.
2.3 There are no fees payable by the purchaser.
2.4 All transactions are subject to invested parties having sufficient funds available in their online wallet.
3.1 Listing your loan part on the secondary market is not a guarantee that you will find a buyer. An expression of interest is not legally binding and does not constitute a sale.
3.2 Sales via the secondary market are considered final and legally binding once contracts have been exchanged between the seller and purchaser.
3.3 Once a sale is complete, the initial investor forfeits all rights to future returns on that investment and these rights pass, in full, to the purchaser.
3.4 The seller is not liable or responsible for the overall performance of any loan, and as with all investments, your capital is at risk.
4.1 Investors are not permitted to sell during the first month of any loan term.
4.2 Investors are not permitted to sell during the last month of any loan term.
4.3 Investors are not permitted to sell their investment in any loan which is in default.
4.4 Investors are not permitted to sell their investment in any loan which is in arrears.
4.5 Employees of Kuflink and their close family/ friends are not permitted to sell their investments within the first 48 hours of the secondary market opening for a particular opportunity, in line with our conflict of interest policy.
4.6 Cashback incentives are not eligible on secondary market transactions.