Terms & Conditions
Who we are:
We are Findango (UK) Limited (“Findango”) of Salisbury House, London Wall, London EC2M 5PS.
We have developed and host at https://app.findango.loans/login, through a secure hosting provider, an online platform (the “Platform”) which permits potential lenders and potential borrowers to connect with each other regarding loan finance for real estate projects (‘the Service”). The Service will provide a facility allowing potential borrowers and lenders to communicate with each other to arrange funding, but our involvement is limited to facilitating the parties communicating with each other. Any transactions resulting from use of the Platform are personal to the parties to those transactions and Findango is not liable in any respect for any issues or liabilities arising to those parties.
Service Users comprise Borrower Users, Broker Users and Lender Users. Borrower Users will complete an online subscription application and provide us with information as to contact details, company name and address information as required by us from time to time. However, prior to publishing a proposed deal on the Platform and being permitted to communicate regarding it with Lender Users, the proposed borrowing entity will have to pass our KYC checks, which will include checks on its directors, members and ultimate beneficial owners (UBOs.) The parties acknowledge that a Borrower User may not be the same as a borrowing entity. Our KYC checks are for the benefit of Findango only and are not a substitute for the KYC checks undertaken by a Lender User prior to the advance of a loan.
Broker Users and Lender Users will sign up offline to an Offer Letter incorporating these Terms and any Broker User or Lender User specific terms as agreed between the parties on a case-by-case basis. In the event of any conflict between these Terms and any specific terms included in an agreement between a Broker User or a Lender User, the specific terms will prevail.
In the case of Lender Users and Broker Users, as a pre-condition to approving a subscription, Findango will carry out KYC due diligence as required in accordance with applicable law relating to anti-money laundering. For Lender Users and Broker Users who are not regulated, they will have to pass our KYC checks, which will include checks on its directors, members and UBOs. For Lender Users who are not regulated, information may also need to be provided on their source of funding.
Borrower Users will upload details of their funding requirements to the Platform by completing a template and uploading relevant documents relating to their requirements to the Platform. Broker Users may upload material on behalf of Borrower clients, but in dealing with other Service Users, Broker Users must make clear that they are acting as brokers and not as principals and that the transactions in question will be concluded between the relevant principals. Material uploaded by Broker Users will be flagged as such. Once a lending opportunity and the associate borrowing entity have been approved by us in accordance with these terms, the materials uploaded by a Borrower User or Broker User can then be published on the Platform and made accessible to Lender Users only. Lender Users can search the Platform for suitable lending opportunities.
The Platform enables borrowers and lenders to communicate with each other and exchange documents. Initial offers of funding (subject to credit approval) can also be made via the Platform.
entity on drawdown of the loan. Such commission is to be paid by the borrowing entity on drawdown of the loan. Further details on commissions appear under the heading “Fees” in the Terms.
The Agreement between us and each User comes into effect on the approval by us in writing (including email) of a subscription application. However, use by the Service User of certain areas of the Site and Platform may be dependent on the User’s completion of any required KYC procedures as referred to above.
The Authorised Use Policy applicable to You and to all persons authorised by You to access the Site or Platform through Your subscription and requires You and them to adhere to the following principles of acceptable conduct.
You agree to:
- (in the case of Borrower Users and Broker Users) use the Site and Platform only to post opportunities relating to UK properties;
- not circumvent or attempt to circumvent any security protection on the Site or relating to the Platform and including (without limitation) not re-registering as a user of the Platform if Your use of the Platform has previously been terminated by us for breach;
- keep passwords and any material You use to access the Platform or any limited part of the Site confidential;
- be accurate and not misleading. In particular, but without limitation, all Borrower Users confirm that in completing the questionnaire about their requirements they will do so completely and accurately;
- not advertise or promote through the platform any opportunities which fall within the categories of “regulated activities” covered by the Financial Services and Markets Act (FSMA) or which otherwise breach FSMA or any secondary legislation or codes made pursuant to FSMA. Examples of regulated activities can be found at https://www.fca.org.uk/firms/authorisation/how-to-apply/activities;
- not breach, in any way, the Data Protection Act 2018, the GDPR, any regulations, standards, or codes of practice made pursuant to either of the foregoing, or any acts or regulations amending, supplementing or replacing the Data Protection act 2018 or the GDPR or otherwise governing the use of personal data (together “Data Protection Legislation”);
- without limitation to the previous point, You will not use the Platform or the Site to process any person’s personal data unless You have their express consent to do so or are doing so on the basis of another valid legal basis under the Data Protection Legislation;
- without prejudice to the foregoing, not be discriminatory (whether on the grounds of race, sex, sexuality, disability, marital or family status or on any other protected status grounds) or in our reasonable opinion do anything which might constitute biased or hate speech;
- not, in our reasonable opinion, be offensive, harassing, defamatory or abusive;
- not use the Site or the Platform in ways which are unlawful or fraudulent, or have any unlawful or fraudulent purpose or effect or which breach the Anti-Money Laundering Legislation as defined below;
- not use the Site or the Platform for the purpose of harming or attempting to harm minors in any way;
- not upload anything to the Site which contain viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; and
- inform us as soon as reasonably practicable if You become aware that You are or may be in breach of any of the above points and comply with our reasonable directions with respect to remedying the situation;
- and we reserve the right, without liability or prejudice to any other rights we have arising out of the above, to disable access to any material that breaches the provisions of this clause and/or terminate Your access to the Site or Platform.
The Authorised Use policy forms part of the Findango Terms and Conditions (“Terms”) and breaches of the Authorised Use policy by You or by any user claiming through You will constitute a breach of the Terms and entitle us to terminate Your use of the Service and to seek damages for Your breach as further set out in the Terms.
Terms and Conditions
1.2 The Platform and the Service are intended only for facilitating loan transactions which do not fall within the definition of “regulated activity” pursuant to the Financial Services and Markets Act (2000) (FSMA) and terms used in FSMA shall bear the same meaning in these Terms. Users will be responsible for determining that any proposal intended to be shared using the Platform complies with these Terms, but Findango may require any proposed transaction to be removed on the basis that in Findango’s opinion it risks breaching these Terms or falls within the definition of regulated activity.
1.3 In particular, but without limitation,
1.3.1 each Borrower User by signing up to these terms confirms that it, or as the case may be, any borrowing entity separate from that Borrower User, is a corporate entity such as a limited company or an LLP and not an individual nor a partnership comprising three or fewer partners; and
1.3.2 each Lender User confirms that it will not use the Platform to lend to any individual nor to a partnership comprising three or fewer partners, nor to offer to make funding to individuals nor to such a partnership.
1.4. The Users note that Findango is required to have appropriate systems and controls in place to ensure compliance with the Proceeds of Crime Act, the Terrorism Act and any legislation expanding upon or replacing the same (together the “Anti-Money Laundering Legislation.”)
1.5. In particular but without limitation;
1.5.1 each User who is so required will cooperate promptly and accurately with Findango’s procedures for verifying User identities and carrying out due diligence pursuant to the Anti-Money Laundering Legislation including any on-going obligations and warrants that any material supplied by it in compliance with the Anti-Money Laundering Legislation is accurate and complete;
1.5.2 each User acknowledges that Findango will monitor transactions taking place over the Platform for evidence of any breach or suspected breach of the Anti-Money Laundering Legislation.
2 Data Protection
2.2 With respect to any personal data in material exchanged by Users via the Platform, each User acknowledges that it remains the controller of that personal data, and Findango will act solely as a data processor in relation to it.
2.3. Accordingly, except as set out below, we will only process such data on the express authority of the User who is the data controller in respect of that data.
2.4 Nothing in the above set of terms shall prevent our complying with the directions of a relevant authority under the Anti-Money Laundering Legislation.
2.5 Users must ensure that they have a relevant basis under the Data Protection Legislation for processing any personal data via the Platform and that they communicate that basis to their data subjects in accordance with the Data Protection Legislation.
3 Your use of the Platform
3.1 We hereby grant You a non-exclusive, non-transferable, limited, right to use the Platform for the purposes set out above in accordance with these Terms. The Platform and all content within it is made available to You on a limited licence basis, and all rights and title in and to the Platform and all content within it not expressly granted under these Terms are expressly reserved to us and/or the applicable licensor. You may authorise Your personnel to access the Platform for Your business purposes only, provided You draw these Terms to their attention, but remain liable for their acts and omissions, including any breaches of these Terms.
3.2 Either of us may terminate the licence and the Agreement:
3.2.1 on not less than 30 days written notice to the other; or
3.2.2 otherwise in accordance with these Terms.
3.3 You must not remove or alter any copyright and other proprietary notices contained within the Platform. Neither the Platform nor any part of or content within it may be distributed, reproduced, modified, transmitted, reused, re-posted or used for public or commercial purposes without Findango’s prior written permission.
3.4 If You fail to comply with any term of these Terms, we may (without prejudice to any other rights we may have) suspend provision of the Platform or any applicable account or service provided by us to You and/or terminate it immediately (where we do so, we will always try to give You reasonable notice but You acknowledge that we may not always be able to do so where we reasonably feel such suspension or termination is necessary to protect our commercial interests).
3.5 You shall compensate and keep us fully protected against all claims, costs, damages, expenses (including legal fees) incurred by us arising out of and/or in connection with any breach by You of any of these Terms, including any use of the Platform other than in accordance with these Terms.
3.6 Please note that use of the Platform is subject to Your device from which You access the Platform complying with our minimum standard technical specification and compatibility notice which are available on our Site at https://findango.loans/. You are advised to check this specification to ensure that Your computer and/or portable device is compatible with our products and services and we shall not be liable for any failure arising in the Platform which arises from incompatibility (including, without limitation, minimum storage and memory requirements from time to time).
3.7 Termination of the Agreement between us shall not affect any rights and liabilities of either of us that accrued before the date of termination and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination. In particular the obligation to pay Commission Fees in respect of any introduction that originated via the Platform before termination of the Agreement shall remain payable notwithstanding its termination.
4 Warranties and Liability
4.1 The Platform and all content, functionality and features within it provided by us (the “Materials”) are provided “as is” and without warranties or representations of any kind either expressed or implied. To the greatest extent permitted by law, Findango disclaims all warranties of satisfactory quality and fitness for a particular purpose or that content, information displayed in or on the Platform is accurate, complete up-to-date and/or does not infringe the rights of any third party. Findango does not warrant that the functions contained in the Materials will be uninterrupted or error-free. Unless expressly stated otherwise in this Agreement and to the extent permitted by law, we do not give any other representation, warranty or recourse, express or implied and we hereby exclude all terms, representations and warranties that might otherwise be implied into this Agreement.
4.2 Except for any liability for personal injury or death caused by our negligence, or liability for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited as a matter of law, Findango shall not be liable for any damages, loss or injury arising in connection with these Terms and/or Your use of, or the inability to use, the Platform, or any function of the Platform, howsoever caused and whether arising in contract, tort (including negligence) or otherwise.
4.3 Without prejudice to any of the foregoing provisions, in no circumstances shall Findango be liable for any of the following:
4.3.1 loss of profits, loss of business, loss of anticipated savings or loss of reputation (whether direct or indirect);
4.3.2 loss of or damage to data, save for the direct cost of restoration of data from backups kept by the User in accordance with good computing practice;
4.3.3 any indirect or consequential damages whether or not a User has been advised of the risk of such damages occurring.
4.4 While we use reasonable efforts to ensure that the Platform is free from viruses and other malicious content, neither we nor any other party involved in producing or delivering the Platform assumes any responsibility, nor shall be liable for any damage to, or viruses that may infect, Your computer equipment or other property on account of Your access to, use of, the Platform or Your downloading of any materials, data, text, images, video or audio from the Platform. Except where required by applicable law, Findango shall not be liable to any person for any loss or damage they suffer as a result of viruses or other malicious or harmful content that they access from or via the Platform.
4.5 When the Platform is accessed on a mobile device, in order to operate it will make use of Your mobile data connection. You are advised to advise your personnel to check charges and terms with Your communications service provider if using the Platform abroad or in circumstances where roaming or data charges may apply. We do not receive any commission or other payment or rewards from communications with service providers in respect of the use of the Platform on devices connected to their network. We are not liable for any data or other charges incurred as a result of Your use of the Platform.
5 Information received or hosted by us during Your use of the Platform
5.1 Any information, data and documents which You supply to us as part of compliance with the Anti-Money Laundering Legislation will be held by us for all purposes required or reasonably contemplated by that legislation.
5.2 Any material shared by You with other Users of the Platform remains owned by You and You grant us a non-exclusive license to host such material and to include it in backups and to retain those backups, solely to the extent required by the ordinary functioning of the Site and the operation of the Platform.
6.1 Fees by way of commission are payable on successful transactions between borrowing entities and Lender Users connected through the Platform and are payable on the advance of the initial tranche of any loan successfully arranged through the Platform. If the successful transaction relates to an opportunity uploaded by a Borrower User, the rate of Fees is set at 0.25% of the total loan amount contractually agreed between the borrowing entity and the Lender. To the extent any Fees set out in the Offer Letter conflict with these Terms, the Offer Letter shall prevail.
Commission Fees are levied upon the Borrower User, or borrowing entity if different, by means of a deduction from the initial loan amount advanced by the Lender User to the borrowing entity.
Commission Fees are excluding VAT (if applicable).
6.2 The Lender User prior to concluding the transaction will state to the Borrower User or borrowing entity where different the amount of the Fees and will, on concluding the transaction deduct the Fees from the initial loan advance and transfer the Fees by electronic funds transfer to Findango within 5 business days of drawdown of the advance by the Borrower User or borrowing entity as the case may be (or procure that the lending entity does so in the event that the Lender User is a different party to the Lender User). The Borrower User authorises the Lender User (or the lender) to make such deduction and payment and shall procure that the borrowing entity also does so.
6.3 Interest will be payable on unpaid Fees at the rate of 4% above Bank of England base rate from the due date for payment of the Fees until payment of the same.
6.4 Failure to make payment of Fees within 30 days of Findango serving notice in writing requiring payment will entitle Findango to terminate the agreement with the Lender User and terminate their use of the Platform.
6.5 Each Borrower User and Lender User will make a statement to Findango through the Site stating any transactions bearing Fees which they have concluded through the Platform during the previous month, and the amount of any Fees owing to Findango in respect of the same, to permit Findango to reconcile its accounts.
7 Acceptable Use Policy
In Your use of the Site and the Platform, You agree that You will adhere to the Acceptable Use Policy set out above and will procure that all users accessing the Platform for Your business purposes also adhere to the Acceptable User Policy.
8 Exclusivity in respect of Lender Users
8.1 Commission Fees shall be due for all completed transactions in respect of which the lending opportunity was introduced to the Lender User via the Site or the Platform, whether the introduction was direct or indirect, whether the loan is made by the Lender User itself or by a separate lending entity introduced by the Lender User, and whether it was made on the Borrower User’s (or borrowing entity’s) own behalf or in conjunction with a third party (such as a broker).
8.2 Paragraph 8.1 shall apply:
8.2.1 for six months from the date on which the lending opportunity was first listed on the Platform; and
8.2.2 for an additional month if the Borrower User makes a material change to the lending opportunity (such as a material change to the borrowing requirement, the loan term or the available security). In this respect materiality shall be determined by Findango (acting reasonably).
8.3 Commission Fees will not be due to the extent that the Borrower User can show that it was negotiating with the Lender User in respect of the lending opportunity before it was listed on the Platform.
8.4 Borrower Users and borrowing entities may deal with and borrow from unconnected third party lenders (i.e. lenders not registered on Findango) at any time without incurring Commission Fees.
9.1 We reserve the right to make changes to the functionality, features, feature or content of the Platform at any time.
9.2 We may make changes to these Terms on not less than 30 days written notice.
9.3 We may make changes to these Terms on less than 30 days written notice to the extent that such changes are required to comply with law or the rules of any regulator or competent authority.
Unless otherwise required by law or any regulatory or governmental authority, no purported variation of these Terms will be effective except with the prior written consent of the Lender User.
11 Third Party Rights
These Terms are personal to You and Findango and may not be enforced by any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12 Governing Law and Jurisdiction
12.1 These Terms shall be governed by the laws of England and Wales and any matter or dispute arising in connection with them or in connection with the Platform shall be subject to the exclusive jurisdiction of the courts of England and Wales. All contracts formed by these Terms shall be construed in English.
12.2 You are responsible for compliance with applicable local laws relating to the use of or otherwise connected with the Platform. To the extent that the Platform or any activity contemplated by it would infringe any law of a jurisdiction other than England, then You are prohibited from accessing or using the Platform or attempting to carry on any such offending activity and this provision shall override all other provisions of these Terms.