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Unbolted Lender Terms and Conditions

1.      Introduction

1.1.    Our agreement with you is set out in these terms and conditions (the "Terms and Conditions") documenting the terms on which we will provide services to you as a Lender.  If you wish to use the Website and become a Lender you must enter into and comply with the Terms and Conditions. 

1.2.       References in the Terms and Conditions to "we", "us", 'our" and "Unbolted" means Open Access Finance Ltd. References to "systems", or "platform" means the Unbolted website (www.unbolted.com), any other online services provided by us and any data managed by, displayed on or transmitted from such services (together, the "Website").

1.3.    Unbolted is a trading name of Open Access Finance Ltd, a private company limited by shares registered in England and Wales with registered number 08778211, whose registered office is at Token House, 11-12 Token House Yard, London, EC2R 7AS, which is authorised and regulated by the Financial Conduct Authority with permissions to operate an electronic system in relation to lending under firm reference number 741896 ("Open Access").

1.4.       References in the Terms and Conditions to "you", "your" and "Lender" mean a registered user of the Website, whether as an individual or on behalf of an entity which meets the criteria of a Lender set out below.

1.5.      Capitalised terms used in the Terms and Conditions (to the extent not defined elsewhere in the Terms and Conditions) are defined in clause 2 (Definitions) below. 

1.6.       By using these systems and the services provided via the Website, you confirm that you have read, understood and agree to the Terms and Conditions and where you are acting on behalf of a limited company, limited liability partnership, partnership or public body (a "Corporate Entity") that they agree to the Terms and Conditions. If you do not agree to the Terms and Conditions you must stop using the Website immediately.

1.7.      Each loan agreement between each Lender and Borrower comprises our standard Loan Agreement and, where the loan is being transferred to you by an existing Lender, a Transfer Contract (together comprising the "Transferred Loan Agreement").

1.8.      There will generally be more than one Lender and Loan in respect of each Borrower. The Loan Agreement is a separate agreement between you and the Borrower and is governed by separate terms and conditions contained therein. If there is a conflict between the Terms and Conditions and the Loan Agreement, the Loan Agreement will prevail.

1.9.      We do not participate in the funding of Loans and are not a Lender for the purpose of any Loan Agreement.  Furthermore, we do not assume any Lender's rights (by assignment, novation or operation of law), or receive any form of credit (as defined in the FCA Rules) under any Loan Agreement.

1.10.    Please note that under clause 7 (Loan Management) of the Terms and Conditions, in certain circumstances, you grant us the authority to amend a Loan Agreement without the need for your agreement to those changes and you will be bound by the Loan Agreement as amended.

1.11.     If, where you are acting on behalf of a Corporate Entity, you are using the Website, agreeing to the Terms and Conditions and entering into a Loan Agreement, you warrant that you are duly authorised to act on the Corporate Entity's behalf.

1.12.    We will act as agent on behalf of each Lender in relation to the Loan Agreement and the Security Trustee will hold the Security Interest in respect of a Pledged Asset on trust for the benefit of all Lenders lending through the Website to a Borrower.

2.       

2.1.   Definitions

 

Adviser

any lawyer, banker, valuer, surveyor, company, broker, auctioneer, accountant or other expert which the Security Trustee may in relation to the Pledged Assets or the Security Interests act on the opinion or advice of;

Appointee

any one or more persons appointed by the Security Trustee as agent, attorney, custodian, delegate, receiver or other person lawfully appointed by the Security Trustee;

Autolend

a tool available through the Website that allows you to give instructions to us as your agent, to automatically commit funds to Loans on your behalf;

Borrower

an individual or entity who has applied to take out a Loan or has taken out a Loan, as the context dictates;

Business Loan

a Loan designated by us as a Business Loan which is not a Gold Loan and where the Borrower is (i) not a Consumer or (ii) if a Consumer, the borrowing is wholly or predominantly for business purposes and exceeds £25,000;

Client Account

the segregated client account with Barclays Bank plc;

Consumer

a Lender or a Borrower that is either (i) an individual, (ii) a partnership consisting of two or three persons where at least one person is not an incorporated entity; or (iii) an unincorporated body of persons that is not a partnership and where at least one such person is not an incorporated entity;

Corporate Entity

a limited company, limited liability partnership, partnership or public body;

Effective Date of Novation

the date of a Transfer Contract;

FCA

the Financial Conduct Authority or any successor body;

FCA Rules

the Handbook of Rules and Guidance of the FCA as amended from time to time;

Gold Loan

a Loan made to a Borrower from a Lender, where the Pledged Asset consists of gold or silver and the Valuation is directly dependent on the value of gold or silver, and that Loan has been designated (by us in our sole discretion) as a "Gold Loan";

Lender

an individual or entity who has made a commitment to fund or has funded a Loan and is the lender of record as identified by a Lender Reference Number in respect of that Loan, as the context dictates;

Lender Representative

the named individual or individuals that the Lender has, from time to time, authorised to deal with us and execute all documentation required to commit the Lender to Loans under the Terms and Conditions;

Loan

a loan facilitated by us and made to a Borrower from a Lender and in return for which the Borrower has granted a Security Interest over a Pledged Asset;

Loan Agreement

the standard form of agreement documenting a Business Loan, Gold Loan, or Standard Loan, which we will enter into with the Borrower asyour agent;

LTV

the ratio of Loan amount to Valuation;

Nominated Account

A UK bank account or such other account as we may accept, held in your name, from which you wish to make or receive payments, to or from us;

Open Access

a private company limited by shares registered in England and Wales with registered number 08778211, whose registered office is at Token House, 11-12 Tokenhouse Yard, London, EC2R 7AS,, which is authorised and regulated by the Financial Conduct Authority with permissions to operate an electronic system in relation to lending under firm reference number 741896;

Pledged Asset

an asset or assets mortgaged, charged or pledged by a Borrower in favour of the Security Trustee, or, proposed to be mortgaged, charged or pledged by a potential Borrower, by way of security for a Loan or Loans;

Principal

the principal amount advanced by a Lender under a Loan;

Security Agreement

either the Loan Agreement, or a separate security agreement between the Borrower and the Security Trustee pursuant to which the Borrower creates a Security Interest over the Pledged Asset in favour of the Security Trustee for the benefit of the relevant Lenders;

Security Trustee

such person as we may appoint from time to time to take and to hold the Security Interests in respect of the Pledged Assets in accordance with the terms of the Security Agreement (which at the date of this Agreement is Open Access);

Security Interests

all rights, covenants, undertakings, representations, guarantees, indemnities and all other rights, powers and interests in favour of the Security Trustee in respect of a Pledged Asset arising by way of mortgage, charge, pledge or lien;

Standard Loans

all Loans that are not designated by us as either Gold Loans or Business Loans;

the Terms and Conditions

these terms and conditions;

Transferred Loan Agreement

our standard Loan Agreement and a Transfer Contract;

 

Transfer Contract

defined in clause 6.2.4.3;

Unbolted Account

your online account with us;

Valuation

a valuation of a Pledged Asset being the likely sale price of the Pledged Asset if the Pledged Asset were to be sold at an open auction on arm's length terms without reserve (excluding VAT and any related auction fees payable by a buyer of the Pledged Asset); and

Website

(www.unbolted.com) and any other online services provided by us and any data managed by, displayed on or transmitted from such services.

2.2.         A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.3.         Words in the singular include the plural and vice versa.

2.4.         Use of any gender includes other genders.

2.5.         Headings are for reference only and shall not affect the interpretation of the Terms and Conditions.

2.6.        A reference to a statute or statutory provision or any provision of FCA Rules is a reference to it as amended, extended or re-enacted from time to time.

2.7.         A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision.

2.8.       A reference to any agreement or document is a reference such agreement or document as varied, superseded or novated from time to time.

2.9.        Terms defined in FCA Rules which are used in but not otherwise defined in the Terms and Conditions shall have the meaning set out in the Glossary of FCA Rules.

2.10.     A reference to writing or written includes e-mail or other similar electronic communication, unless specifically stated otherwise in the Terms and Conditions.

3.      Registration as a Lender

3.1.     Before you are able to start lending on the Website, we will require you first to register with us to create your online account (your "Unbolted Account").

3.2.     If you are an individual, you must provide accurate registration information, including your correct name, date of birth, e-mail address and current home address. You should inform us promptly of any changes to such information. Our use of your personal information is subject to the terms of our privacy policy, which is available on the Website.

3.3.       If you are acting on behalf of a Corporate Entity, you must provide accurate registration information, including your full name, registration number, registered office in country of incorporation and business address. Additionally, for private / unlisted companies, you will need to provide names of all directors (or equivalent management), names of individuals who own or control over 25% of the Corporate Entity's shares or voting rights and the names of any individual(s) who otherwise exercise control over the management of the company. You will be required to provide a board resolution or similar form of evidence of authority (in a form that is satisfactory to us), confirming the authority of each Lender Representative to bind the Corporate Entity in relation to all matters connected with the entry into Loans on behalf of it as Lender. The correct name, date of birth and e-mail address of each Lender Representative must also be provided.  You should inform us promptly of any changes to such information. Our use of data pertaining to individuals within your organisation is subject to the terms of our privacy policy, which is available on the Website.

3.4.       You will also be required to provide us with the sort code and account number of a UK bank account or such other account as we may accept, held in your name, from which you wish to make or receive payments, to or from us ("Nominated Account").

3.5.       By providing us with any personal information, you authorise us, at any time, to use any means that we consider necessary to verify your identity with any third party providers of information, including credit reference agencies.

3.6.      You warrant to us that all information provided to us in the course of the registration and lending process is true and accurate in all respects. You will update us as soon as possible if any of the information you provide to us changes.

3.7.      You may not register more than once on the Platform, unless any subsequent registration is in the form of a joint account with another person, or is the corporate or trust account of a different entity (for which you are an authorised operator or controller).

3.8.        Once you are registered on the Website and have applied to become a Lender, we may carry out identity and fraud checks on you as the proprietor, member or director, your business and other members, or directors of the business. We use our own internal guidelines and policies when assessing applications and we have sole discretion as to whether to allow you to be a Lender on the Website.

3.9.        If you satisfy our identity and fraud checks and we accept your application to become a Lender, we will notify you and you will be able to transfer money into your Unbolted Account and begin lending money to Borrowers through the Website.

3.10.      There are no fees payable to set up an Unbolted Account.

3.11.      Within the registration process, you will be required to choose a username and a password, and provide a valid email address.

3.12.    You agree to keep your username and password strictly confidential, and provide them only to us and only when requested. You are responsible for any misuse of your Unbolted Account details.

3.13.     We are entitled to assume that all correspondence, orders, transfers and instructions made by reference to your username and password are made by you and with your authorisation. You agree to inform us at once by e-mail or telephone if you believe that any of your Unbolted Account information is being misused by anyone.

3.14.     We may suspend your Unbolted Account immediately if we believe it is being misused. In such circumstances we will contact you as soon as possible in order to resolve the issue.

4.      Our Role

4.1.         Our role is to:

4.1.1.         introduce Lenders and Borrowers;

4.1.2.         provide an easy process for entering into a Loan Agreement;

4.1.3.         collect  principal and interest due under or in connection with the Loans advanced pursuant to the Loan Agreements and to pay such amounts to the relevant Lenders; and

4.1.4.         enter into and manage the administration of Loan Agreements on your behalf.

4.2.         Save as set out in clause 7 (Loan Management) and as set out in clause 6.2.6 (Autolend), we will not perform any management functions (discretionary or otherwise) on your behalf.  You will retain complete control and discretion over whether or not to make a Loan to a Borrower and over all other aspects of your participation on the Website and the Loans made through it.

4.3.         We shall hold your money, including your lending commitments and interest and capital payments received from Borrowers in our Client Account prior to being transferred to the relevant Borrower or returned to you.    Your money in the Client Account shall be pooled with the money of other Lenders and Borrowers and you may suffer a loss in the event of the insolvency of, or a default by, the bank with whom we hold the Client Account. Any interest accrued in the Client Account and attributable to the money we hold for you in our Client Account will be paid to your Nominated Account.

5.      Eligibility and Representations

5.1.         You agree and acknowledge that:

5.1.1.         Each Lender Representative has been duly authorised to bind you as Lender in your dealings with us, is 18 years of age or over and is capable of taking responsibility for their own actions and for your actions as Lender.

5.1.2.         Your Nominated Account must be a bank account held in your name with a UK bank, or such other institution as we may accept.

5.1.3.         You do not hold a consumer credit license (interim or final) from the Financial Conduct Authority.

5.1.4.         You are not, and will not carry out the activities of a credit broker and you do not lend money to other people in the course of a business.

5.1.5.         You will not allow any other person, other than your Lender Representative, to trade on your Unbolted Account.

5.1.6.         You understand that if a Borrower defaults on a Loan, your capital and any principal or interest (or both) due under the Loan Agreement may not be paid to you and you may lose money as a result.

5.1.7.         You agree it is your responsibility to account for any tax that may be payable to the appropriate authorities as a result of lending money through the Website, including on any interest you earn.

5.2.         The representations and acknowledgements set out in clause 5.1 are deemed to be repeated on each day that a Loan which you have made through the Website is outstanding, and you undertake not to take or permit any action to be taken that may cause such representations and warranties to be untrue or inaccurate.

5.3.         If at any time whilst you are a Lender, any of the above representations and acknowledgements are no longer true or accurate by reference to the facts then existing, you should contact us as soon as possible.

5.4.         We may terminate your Unbolted Account and/or prevent you from applying to make new Loans at any time and in our sole discretion, including but not limited to, where:

5.4.1.         you breach the Terms and Conditions, provided that it is not capable of remedy and if it is capable of remedy, you do not do so within 7 days of notification;

5.4.2.         we suspect that you have committed fraud, been involved in money laundering or other criminal activities or have used the Website for any such purposes;

5.4.3.         you send or use any material on the Website that is illegal, offensive, abusive, indecent, defamatory, threatening or obscene, or in breach of copyright, trademark, confidence, privacy or any other right or which consists of or contains software viruses; or

5.4.4.         there is no activity in relation to your Unbolted Account within a 12 month period.

5.5.         We may suspend your Unbolted Account and attempt to wind up your existing Loans by transferring the Loans you have made to alternative Lenders:

5.5.1.      immediately and without notice where we believe it to be desirable for legal or regulatory reasons (for example if we suspect you of money laundering);

5.5.2.         upon your written request and subject to our consent, which consent shall not be unreasonably withheld; or

5.5.3.         upon giving you at least 30 days' written notice for any other objective reason.

6.      The Lending Process

6.1.         Adding or Withdrawing Funds

6.1.1.         When you log in to your Unbolted Account, you will be able to see details of your account balances, representing money we hold for you pending distribution to Borrowers and/or pending your instructions to pay out to your Nominated Account.

6.1.2.         You can transfer money into your Unbolted Account by bank transfer or by debit card if the Website allows. It is important that you quote your Unbolted Account number in the narrative box if you transfer money using a bank transfer. In the case of transfers by debit cards (if allowed), a transfer will be deemed to be complete as soon as funds are credited to your Unbolted Account.

6.1.3.         As soon as we receive and allocate funds to your Unbolted Account you can start lending. There are no charges for adding or withdrawing funds from your Unbolted Account.

6.1.4.         If you are not a Consumer, you may not lend more than £25,000 on any one Loan, if either (i) the Borrower of a Loan is not a Consumer or (ii) if the Borrower of a Loan is a Consumer but the loan is made to a Borrower wholly or predominantly for business purposes. If either of the above cases hold, the Website will make this clear to you before the Loan is completed.

6.1.5.         You may withdraw any funds held in your Unbolted Account in part or in full at any time, provided that you have not committed these funds to new Loans. We will only be able to make repayments requested by you into your Nominated Account. Withdrawal requests will be dealt with within one business day.

6.2.         Lending Money

6.2.1.         There are two ways to lend money through the Website:

6.2.1.1.     Individual selection: Search for Loans that are listed on the Website, select the Pledged Asset that you wish to lend against and the amount you want to lend.

6.2.1.2.     Automatic selection: Authorise us to act as your agent to automatically lend your funds to Loans that meet your criteria, by using Autolend.  Refer to clauses 7.14 to 7.16 below for more details on Autolend.

6.2.2.         You can use a mixture of the above ways to lend money on through the Website.

6.2.3.         Lending on new Loans

6.2.3.1.     Once you have paid funds into your Unbolted Account and selected the available Loans on the Website that you would like to participate in, you can stipulate how much you wish to lend. Once you have provided your requirements, and if you agree to the terms of the relevant Loan Agreement which will set out the basis upon which you will lend to the Borrower, you authorise us to execute the Loan Agreement, which we will do when the Borrower's lending requirements have been fulfilled and the Borrower is ready to drawdown on the Loan.

6.2.3.2.     Once you have made an offer to lend, your money will be committed to that Loan and you will not be able to access it unless the Loan does not complete. 

6.2.3.3.     A Loan may not complete because a Borrower does not take up the offer (for example, because there is an alternate source of funding now available to the Borrower); if the Borrower's fund-raising target is not met; or if we determine that the Loan cannot complete for any legal or commercial reason (for example because our further due diligence reveals that the Borrower does not match our lending criteria). 

6.2.3.4.     Once the Borrower draws down on the Loan offer, your money is transferred from your Unbolted Account to the Unbolted Account of the Borrower.

6.2.3.5.     Until the monies in your Unbolted Account have been drawn down by the Borrower, no interest will be earned by you or paid to you on monies in your Unbolted Account.

6.2.3.6.     All notices and communications from a Borrower may be sent to us acting as agent on your behalf.

6.2.3.7.     Each Loan will be for the period specified in the Loan Agreement applying to it and subject to the Borrower's right to withdraw from the Loan or repay it early. We will notify you if a Loan is repaid early.

6.2.3.8.     A Loan Agreement is an agreement between a Lender and a Borrower. The Security Trustee will, where it is appropriate to do so, enforce the terms of the Loan Agreement and we will receive and provide notices under it, but neither the Security Trustee nor we have any other responsibility for discharging the obligations of a Borrower to a Lender.

6.2.4.         Lending on existing Loans

6.2.4.1.     You may request to act as a Lender in respect of an existing Loan made by another existing Lender by buying the existing Loan from the existing Lender.

6.2.4.2.     You can buy existing Loans on an individual basis, which allows you to decide exactly which Loans you wish to buy. You can select the Loans you want to buy in the 'Loans Available on Resale' section of the Website.

6.2.4.3.     Where you buy an existing Loan, instead of executing a new Loan Agreement with a Borrower, you will become party to a Transferred Loan Agreement with the existing Lender and the Borrower. The Transferred Loan Agreement comprises the Loan Agreement and a contract in respect of the existing Loan Agreement that releases the seller of the existing Loan from the Loan and novates the Loan Agreement to you (the "Transfer Contract"). The date of the Transferred Loan Agreement is the "Effective Date of Novation".

6.2.4.4.     On the Effective Date of the Novation of the Loan, the seller of the existing Loan and the Borrower shall be released from further rights and obligations to each other under the relevant Loan Agreement in respect of that Loan and a new Loan Agreement shall be deemed executed between you (as the buyer of the existing Loan) and the Borrower from that point onwards.

6.2.4.5.     On the Effective Date of the Novation of the Loan, the purchase price of the transferred Loan will be paid from your Unbolted Account to the Unbolted Account of the seller of the existing Loan. You will begin to accrue interest in respect of the relevant Loan immediately from the Effective Date of Novation.

6.2.5.          Selling existing Loans

6.2.5.1.     If you want access to the money you have lent before it has been repaid by the Borrower, you can request to sell your Loans to other Lenders on the Website, which we may allow at our discretion.

6.2.5.2.     If we do allow you to resale Loans on the Website, you can sell Loans on an individual basis, which allows you to decide exactly which Loans you wish to sell. You can select the Loans you want to or sell in the 'Loans Available on Resale' section of the Website, and these Loans will be listed on the platform for purchase unless you decide to remove them. You will continue to be the Lender for the Loan until it is sold.

6.2.5.3.     The Loan will be transferred by way of novation to another Lender. Loans can only be transferred at their par value and without any premium to the outstanding value of the Loan being transferred unless we, in our sole discretion, allow an existing Lender to transfer a Loan at a premium or at a discount as stipulated by that existing Lender. Once you have sold a Loan, you will stop accruing and receiving interest on it.

6.2.5.4.     Where you sell an existing Loan, you will enter into a Transferred Loan Agreement with the buyer of the existing Loan and the Borrower. The Transferred Loan Agreement comprises the Loan Agreement and the Transfer Contract which releases you from the Loan such that you will no longer have any rights or obligations in relation to it and novates the Loan Agreement to the buyer of the Loan. The date of the Transferred Loan Agreement is the "Effective Date of Novation".

6.2.5.5.     On the Effective Date of the Novation of the Loan, you and the Borrower shall be released from further rights and obligations to each other under the relevant Loan Agreement in respect of that Loan and a new Loan Agreement shall be deemed executed between the Borrower and the buyer of the existing Loan from that point onwards.

6.2.5.6.     On the Effective Date of the Novation of the Loan, the purchase price of the transferred Loan will be paid from the Unbolted Account of the buyer of the existing Loan to your Unbolted Account. You will cease to earn money on the Loan immediately from the Effective Date of Novation.

6.2.5.7.     On every Loan novated to another Lender, a transaction fee of up to 0.5% of the total Loan sold may be charged by us to cover administration costs.

6.2.6.          Autolend

6.2.6.1.     With Autolend, you can select the maximum amount you want to invest in any particular Loan. We will not execute Autolend instructions where the terms of the Loan differ materially from the standard Loan contracts that we have shared with you (for example, where we have taken security through a chattel mortgage or through an assignment).

6.2.6.2.     The interest rates that you will receive when you lend through Autolend, will be the prevailing interest rate earned by Lenders as advertised on the Website at that time. If we reduce the applicable interest rates any time after you have set your Autolend criteria, we will suspend automatic lending on your behalf until you have reconfirmed your Autolend criteria. We will write to you by email informing of the change in interest rates and seeking reconfirmation of the automatic lending criteria. If interest rates increase, we will notify you by email, but we will not seek your consent to make new Loans at the increased rate.

6.2.6.3.     You can choose to change your Autolend criteria at any time in respect of money that has not already been committed to Loans.

6.2.6.4.     We will commit your money to Loans on the terms of the relevant Loan Agreement, which we will enter into with the Borrower as agent on your behalf. The Loan Agreement may be amended from time to time and any changes will be notified to you accordingly.

6.2.6.5.     The contractual term of the Loans and the final repayment date will be set out in the Loan Agreement. For all Loans for which you have committed funds as a Lender, you will receive details of the designation, amount, interest rate, term and LTV of each Loan (which shall be subject to our standard Loan Agreement for the Loan in question).

6.2.6.6.     Subject to clause 16.2, you acknowledge that you will not be permitted to withdraw from a Loan once your funds have been committed.

6.2.7.         Interest and repayments

6.2.7.1.     The Loan Agreement governs the terms of repayment and payment of interest by the Borrower.

6.2.7.2.     Borrowers are liable to repay Loans to Lenders and pay any interest on such Loans and we have no liability in respect of the repayment of Loans and payment of any interest, other than to the extent we have received the same from the Borrower.

6.2.7.3.     Borrowers may pay off their Loans in full or in part at any time during the term of the Loan Agreement. Interest and charges will be calculated on a daily basis up to the date the Loan is repaid (which is the date all repayments due under the Loan Agreement have been made to your Unbolted Account). The outstanding balance on the Loans is updated monthly on your Unbolted Account. The Loan Agreement governs the payment of these amounts and whether interest is payable monthly, or when the Loan is repaid.

6.2.7.4.     We will pay all repayments and any interest received, which is due to you, to your Unbolted Account.

6.2.7.5.     All repayments and interest paid will be made to you without deduction of income tax. It is your responsibility to account for any income tax and other personal taxes that may be payable to the appropriate authorities.

6.2.7.6.     The interest rate earned by a Lender will be set at the time a Loan Agreement is executed between a Lender and a Borrower and will be in line with the rates advertised on the Website, which are set by us taking into consideration prevailing market conditions. The interest rates earned by a Lender may vary from Loan to Loan. There is no provision for a Lender to offer to lend at a higher or lower interest rate.

6.2.7.7.     The maximum ratio of Loan amount to Pledged Asset value ("LTV") may vary but will not exceed the maximum LTV advertised on the Website. The LTV will be set by us, taking into consideration prevailing market conditions and will be reviewed from time to time.

7.      Loan Management

7.1.         When you lend money via the Website you appoint us, and we accept, to act as agent on your behalf in relation to:

(i) the administration of each Loan;

(ii) exercising and enforcing your rights under each Loan; and

(iii) procuring the payment of sums due under each Loan (subject to our discretion to act fairly towards Borrowers in managing the Loan).

7.2.         You agree that we will be acting as your agent on your behalf in:

7.2.1.1.     negotiating and agreeing amendments to the Loan Agreement and negotiating and settling any dispute relating to the Loan Agreement.

7.2.1.2.     You hereby appoint us, for as long as you are a Lender, as your agent on your behalf with full power to carry out the actions set out in clause 7.2.1.1. without your specific agreement. You agree and acknowledge that we shall take on no liabilities, obligations or rights under the Loan Agreement as a result of such agency, and you agree that you will continue to be solely liable and responsible for the rights and obligations under the Loan Agreement (as amended or modified) and we will not be liable for any amendments or modifications to the Loan Agreement.

7.2.1.3.     Notwithstanding any other clause in the Terms and Conditions you agree that, in certain circumstances, for example a change in the Borrower's circumstances, and, subject to clause 7.2.1.4, in our sole discretion, we (acting as agent on your behalf) may agree with the Borrower to extend or restructure the Loan and amend the terms of the Loan Agreement and that you will be bound by these amendments.

7.2.1.4.     Where we believe that an agreement to extend or restructure the Loan and amend the Loan Agreement is in your best interests , and we intend to amend the terms of the Loan Agreement in accordance with clause 7.2.1.3 above, we will notify you of our intention to amend the terms of the Loan Agreement not less than 5 business days before making such amendment. We will never agree to any additional capital commitment or requirements for you to take any active steps on your behalf as part of such without your express written consent.

7.2.1.5.     We may pass on to Lenders available data on Borrowers from credit reference agencies to assist each Lender's analysis of each Loan request.

8.      Reporting

8.1.         Details of your current Loans will be available to view at any time through your Unbolted Account page, including details of accrued interest and when any repayments are due. You should be aware that any repayment dates will reflect the loan repayment dates set out in the Loan Agreement only and may be subject to change as a result of early repayment or Borrower default.

8.2.         Through your Unbolted Account page you will be able to view, at any time, details of all Loans that you have funded, including Loans that have been cancelled, repaid in part or full, defaulted, reassigned or are still outstanding. The details you will be able to view will include amount of credit granted, accrued interest, amount repaid, Valuation of Pledged Asset and amount realised from sale of Pledged Asset for defaulted Loans.

8.3.         Through your Unbolted Account page you will be able to view, at any time, a statement of account for any period, including all funds that have been transferred in and out of your Unbolted Account, in the course of lending out money, receiving repayments or transferring money in and out to your Nominated Account.

9.   Clauses Removed

10.   Clauses Removed

11.   Valuation of Assets and Holding of Security

11.1.      All loans made through the Website will be secured against the Pledged Asset provided by the relevant Borrower. 

11.2.      Depending on the designation of the Loan, the process for recovering monies in the event of default by a Borrower will be different. You should ensure that you have read and understood clauses 12 and 13 below before applying to make a Loan.

11.3.      We will arrange for professional valuation of the Pledged Asset by suitably qualified sub-contractors or in-house experts, before a final loan offer is made to a Borrower.  We cannot guarantee that the Valuation of any Pledged Asset will reflect your expectations or any estimates provided by any third parties.

11.4.      Each Pledged Asset will be stored in an appropriate safe and secure environment with insurance coverage up to the final Valuation of the Pledged Asset. We will take reasonable care of all Pledged Asset in our control but will be under no obligation to take any special care, or provide for specialist storage conditions, except where we have specifically committed to do so as a condition to a Loan. 

11.5.      You agree that we are not liable in any way if our insurers refuse any insurance claims in relation to any Pledged Asset and you suffer a loss on a Loan secured by the Pledged Asset.

12.   Security

12.1.    All Loans are secured pursuant to the terms of a Security Agreement and/or a personal guarantee or entered into by the Borrower or a director or member of the Borrower (where the Borrower is a Corporate Entity) or a guarantee entered into by any guarantor for the obligations of a Borrower, and the following provisions apply to each Loan:

12.1.1.      If the Borrower is a Corporate Entity, the Borrower's obligation under the Loan Agreement to you will be secured by a legal charge or pledge over the Pledged Asset and/or a debenture and any other security held by the Security Trustee on trust for each Lender and in the event that a Borrower fails to make a payment when due or defaults in meeting any material obligations of the Loan you agree that the Security Trustee will enforce the security on your behalf pursuant to the terms of the Security Agreement [and/or any personal guarantee or corporate guarantee securing the obligations of the Borrower].

12.1.2.      If the Borrower is an individual, the Borrower's obligation under the Loan Agreement to you will be secured by a pledge over the Pledged Asset and any other security held by the Security Trustee on trust for you  and in the event that the Borrower fails to make a payment when due or defaults in meeting any material obligations of the Loan Agreement you agree that the Security Trustee will enforce the security on your behalf pursuant to the terms of the Security Agreement [and/or any personal guarantee].

12.1.3.      If a Borrower has existing liabilities in place, which are secured by existing security, then the existing security holder may require the Security Trustee to enter into a deed of priority and/or inter-creditor deed and you agree that the Security Trustee may enter into such arrangements and acknowledge that the Lender's security may rank behind the existing security.

12.2.      Where we have been provided with information by a relevant Borrower, we may provide to you as a Lender certain information about the assets of that Borrower and/or an asset register detailing such assets together with estimated sale value of such assets on enforcement. In such circumstances, any asset valuation provided will be indicative of the value of the asset or assets only and realisation on enforcement in connection with the sale of such asset or assets may be lower (or higher) than the value set out in the asset register. We accept no liability for any information provided in the assets register.

12.3.      The Security Trustee will hold the assets charged under any Security Agreementon trust for itself and for each Lender to that Borrower (including you) and to itself (in respect of any amounts due to it). From time to time the Security Trustee may perform (before or after any enforcement under the terms of the security) all obligations, rights and benefits given to it by any Security Agreement.  

12.4.      The Security Trustee shall have certain powers and discretions conferred upon trustees and may also rely on any representation, notice or document believed by it to be genuine, correct and appropriately authorised and any statement made by any director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. All costs incurred by the Security Trustee will be deducted from any amounts recovered by it before the monies are paid to Lenders.

12.5.      The security held by the Security Trustee in respect of a particular Loan or the liabilities of a particular Borrower (such as the security created pursuant to the Security Agreement), operates to secure all monies due from that Borrower to Lenders from time to time. If the Security Trustee is required to enforce any Security Agreement, and any proceeds of recovery become available (after allowing for all of the Security Trustee's costs of enforcement), it is possible that the available proceeds will not be sufficient to discharge all obligations owed by the Borrower at that time to its Lenders. If that is the case, then the relevant Lenders shall only be entitled to recover their proportionate share of such recoveries. In addition, it is possible that there may be other creditors of the Borrower that have claims that may be recovered in priority to those of such Lenders, so the existence of such security should not be considered to be a guarantee of certain repayment in the event of failure by the Borrower in meeting its payments.

12.6.      You agree that the Security Trustee shall be entitled to be repaid and reimbursed out of the proceeds of any recovery under any Security Agreement and that you will pay all reasonable costs incurred by the Security Trustee in enforcing the security or in complying with any instructions from you in connection with any Security Agreement. You will only be responsible for payment of such costs out of the proceeds of any recovery and to the extent that such costs cannot be recovered by the Security Trustee from the relevant Borrower

12.7.      You agree that the Security Trustee will in its sole discretion and subject to any regulatory obligations it may owe to Borrowers, determine whether to pursue any particular enforcement procedure or recovery.

13.   Appointment of Security Trustee

13.1.      You hereby appoint the Security Trustee to act as your trustee in connection with the Security Interests in respect of the Pledged Asset or Pledged Assets on the terms set out in the Security Agreement.

13.2.      The Security Trustee declares that it shall hold the Security Interests (or, where the Security Trustee is not Open Access, procure that the Security Interests are held) on trust for the Lenders on the terms of the Security Agreement.

13.3.      You agree that the Security Trustee shall have only the duties, obligations and responsibilities expressly specified in the Security Agreement or agreements to which the Security Trustee is a party in respect of the Pledged Assets and the Security Trustee shall not have any implied duties, obligations or responsibilities.

13.4.      The Lenders shall have no independent power to enforce, or have recourse to, any Security Interest or Pledged Asset or to exercise any rights or powers arising under the Security Interests, including, without limitation, any right of subrogation.

13.5.      In exercising its discretion to exercise a right, power or authority in respect of the Security Interests, the Security Trustee shall do so having and only having regard to the interests of the Lenders arising in respect of the Loan to which the Pledged Asset relates.

13.6.      The Security Trustee shall not be liable for any failure to:

13.6.1.      require the deposit with it of any deed or document certifying, representing or constituting the Security Interests;

13.6.2.      obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any document relating to a Pledged Asset;

13.6.3.      register, file or record or otherwise perfect any of the Security Interests (or the priority of any Security Interests) under any applicable laws in any jurisdiction or to give notice to any person of the Security Interests;

13.6.4.      act where, in the opinion of the Security Trustee, so to act would be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or which would or might otherwise render it liable to any person and many do anything which is, in its sole discretion, necessary to comply with any such law, directive or regulation; or

13.6.5.      require any further assurance in relation to the Security Interests.

13.7.      The Security Trustee shall not be under any obligation to:

13.7.1.      examine or enquire into:

13.7.1.1.  the title of any Borrower to a Pledged Asset;

13.7.1.2.  the capacity, power and authority of the Borrower to enter into and be bound by the Loan Agreement; or

13.7.1.3.  to make the representations or give the undertakings in the Loan Agreement;

13.7.2.      insure any Pledged Asset;

13.7.3.      require any other person to insure (or maintain insurance in respect of) the Pledged Asset;

13.7.4.      verify any obligation to arrange or maintain insurance in respect of the Pledged Asset.

13.8.      By way of supplement to the Trustee Act 1925 it is expressly declared as follows:

13.8.1.      the Security Trustee may in relation to the Pledged Assets or the Security Interests act on the opinion or advice of, or a certificate or any information obtained from, any lawyer, banker, valuer, surveyor, company, broker, auctioneer, accountant or other expert (each an "Adviser") in the United Kingdom or elsewhere whether obtained by the Security Trustee or any one or more persons appointed by the Security Trustee as agent, attorney, custodian, delegate, receiver or other person lawfully appointed by the Security Trustee (each an "Appointee");

13.8.2.      any opinion, advice, certificate or information given by an Adviser may be sent or obtained by letter, telegram, telex, facsimile reproduction or in any other form and the Security Trustee shall not be liable for acting on any opinion, advice, certificate or information purporting to be so conveyed although the same shall contain some error or shall not prove to be authentic provided that such error or lack of authenticity is not manifest; and

13.8.3.      the Security Trustee may, in the conduct of its business, employ and pay an agent to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Security Trustee.

13.9.      Section 1 of the Trustee Act 2000 shall not apply to Security Trustee in relation to the trusts constituted by this Agreement.  Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement (to the extent lawfully permitted) shall prevail and in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.

13.10.   All amounts from time to time received by the Security Trustee in connection with the realisation or enforcement of all or any part of the Security Interests shall be held by the Security Trustee on trust to be applied at any time as the Security Trustee in its discretion sees fit (to the extent lawfully permitted) having regard to the circumstances existing at the time in the following order:

13.10.1.   first, in or towards payment or satisfaction of all amounts then due and unpaid to the Security Trustee, an Adviser or Appointee but in each case excluding platform fees;

13.10.2.   second, in or towards retention of an amount which the Security Trustee considers necessary to pay any amounts due to be paid to it or an Appointee (but in each case excluding fees owed to Unbolted) or in payment of costs and expenses incurred by the Security Trustee or an Appointee in connection with the realisation or enforcement of the Security Interests;

13.10.3.   third, in or towards payment to the Lender of amounts due and unpaid to that Lender under the Loan Agreement and in the case of a Loan with more than one Lender, in or towards payment pari passu and rateably of amounts then due and unpaid under that Loan Agreement to each Lender under that Loan Agreement; and

13.10.4.   finally, towards fees owed to Unbolted.

14.   Auction on Default and Seniority of Payment

14.1.      If the Borrower defaults on the Loan, where we consider it necessary or appropriate, the Security Trustee may start proceedings to sell the Pledged Asset in order to settle the Borrower's obligations under the relevant Loan Agreement.

14.2.      The Security Trustee will sell any Pledged Asset, either through a public auction or a private treaty and will attempt to realise the true market value of each asset.

14.3.      After sale of the Pledged Asset and settling of any expenses related directly to the sale, such as vendor commission paid to an auction house, any amounts owing under the Loan Agreement to the Lender (including interest) will be settled. For avoidance of doubt, any fees due to us will be payable only after settling of all amounts owed to the relevant Lender(s). 

15.   Clauses Removed

16.   Terminating your Participation on the Unbolted Website

16.1.      If you no longer want to be a Lender with us, and provided you have no Loan Agreements in force, you can let us know and we will terminate your registration.

16.2.      We may terminate your registration with us at any time without notice for the following reasons:

16.2.1.      you breach any of the Terms and Conditions, provided that it is not capable of remedy and if it is capable of remedy, you do not do so within 7 days of notification;

16.2.2.      you breach any Loan Agreement;

16.2.3.      we suspect that you have committed fraud, been involved in money laundering or other criminal activities;

16.2.4.      you suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a Corporate Entity) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply;

16.2.5.      you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where you are a company) where these events take place for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction;

16.2.6.      (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction;

16.2.7.      (being a company or a limited liability partnership) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you;

16.2.8.      a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;

16.2.9.      (being an individual) you are the subject of a bankruptcy petition or order;

16.2.10.   a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 10 business days;

16.2.11.   any event occurs, or proceeding is taken, in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2(4) to clause 16.2(10) (inclusive);

16.2.12.   (being a company) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;

16.2.13.   your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your existing obligations (if any) under the Terms and Conditions has been placed in jeopardy;

16.2.14.   (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation;

16.2.15.   you use the Website or any information accessible on or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from Unbolted;

16.2.16.   you use the platform in any of the following ways:

16.2.16.1.   in any way that causes, or is likely to cause, the Website or access to it to be interrupted or damaged in any way;

16.2.16.2.   for fraudulent purposes, or in connection with a criminal offence;

16.2.16.3.   to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any "spam".

16.2.17.   there is no activity in your Unbolted Account within a 12-month period.

16.3.      Within 10 business days of termination, we will credit your Nominated Account with any cash left in your Unbolted Account. 

16.4.      Termination under clause 16.2 shall not affect your right to receive payments under existing Loans and we will keep your account open for the purposes of winding up these loans until all sums due to you have been repaid unless we reasonably believe there is a legal or regulatory reason preventing us from continuing to make such payments to you.

17.   Liability

17.1.      You agree and acknowledge that we shall take on no liabilities, obligations or rights of Lenders or Borrowers under the Loan Agreement. You agree that you will continue to be solely liable for and responsible for the rights and obligations under a Loan Agreement. For the avoidance of doubt, we continue to take liability for our obligations under these Terms and Condtions and our obligations arising from our authority to act on your behalf.

17.2.      We shall not be obliged to pay on to you Loan repayments, interest or other sums due to you from Borrowers or other third parties unless we have received them.

17.3.      We do not provide tax or investment advice. If you are unsure about the tax or investment implications of the service available to your through the Website, you should seek advice from an appropriately qualified adviser.

17.4.      We shall not be responsible for any losses to the extent arising from any information provided by you being materially untrue, inaccurate or incomplete.

17.5.      We shall not be responsible for any losses to the extent arising from any information provided by the Borrower being untrue, inaccurate or incomplete.

17.6.      We shall not be liable for any consequential, indirect, special, incidental, punitive or exemplary loss, liability or cost which you may suffer or incur arising out of our acts or omissions regardless of how that loss, liability or cost is caused and regardless of whether it was foreseeable or not.

17.7.      We do not guarantee that there will be sufficient bids to fully fund Loans and allow your funds to be lent out or that there will be sufficient Borrowers for you to lend to.

17.8.    If you are a Consumer, you will be liable to us for any loss or damage suffered by us as a directly foreseeable consequence of any material breach of this Agreement by you or any fraud or wilful misconduct by you.

17.9.    If you are not a Consumer, you will indemnify us for all liability, costs, losses, expenses, claims or charges, which arise as a direct or indirect consequence of your use of the Website.

18.   Data Protection

Personal information that you provide to us as part of the registration process or thereafter is subject to our Privacy Policy (here).

19.   Complaints and compensation

19.1.      If you are not satisfied with our service, we have a complaint handling process that you can use to resolve such matters. You can contact us by phone on: 02035671300 or by email at: complaints@unbolted.com. You may also have rights to refer unresolved complaints to the Financial Ombudsman Service.  Further details are available from the Financial Ombudsman Service at www.financial-ombudsman.org.uk. You may request a copy of our complaints-handling procedure at any time.

19.2.      The Financial Services Compensation Scheme will not apply to Unbolted as a peer-to-peer lending platform, although your money will be held in bank accounts with external credit institutions and subject to separate protections, as set out in clause 19.3.

19.3.      If the credit institution (e.g. bank or building society) holding your un-committed money in our client account becomes insolvent, you may be able to claim compensation from the Financial Services Compensation Scheme. In such an event, we will inform you of the identity of the credit institution to enable you to pursue such claim. The maximum amount of compensation in respect of a UK credit institution is £75,000. Further details are available from the Financial Services Compensation Scheme, whose address is 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN and telephone contact details are 0800 678 1100 or email enquiries@fscs.org.uk or www.fscs.org.uk.

20.   Delegation

20.1.      Any of our functions under the Terms and Conditions may be delegated to an associate or competent (and if relevant, appropriately regulated) third party of our choosing to perform such functions. We will act in good faith and with reasonable skill, care and diligence in the selection, use and monitoring of third party agents and delegates.

20.2.      The appointment of an appropriately regulated third party to discharge our obligations in the event of our insolvency shall not require your consent.

20.3.      Any of our functions under the Agreement may be delegated to an associate or competent (and if relevant, appropriately regulated) third party of our choosing to perform such functions. We may appoint other members of our group who are suitably qualified to provide advisory services to us in respect of your money and the Loans entered into. We may also delegate to other members of our group who are suitably qualified. We will give you written notice of any such delegation and will not, without your consent in writing, delegate the whole or substantially the whole of such powers to a third party. We will act in good faith and with due diligence in the selection, use and monitoring of third party agents and delegates. We will use reasonable skill and care in our selection, monitoring and use of agents.

21.   Conflicts of interest

21.1.      This clause constitutes our conflicts policy. In the event that any conflicts arise which we could not effectively manage, we would not be in a position to provide our services to you. In managing Loans, we will protect the interests of Lenders as well as Borrowers and the interests of Borrowers may prevail over yours in certain circumstances.

21.2.      You agree that we or any associate may effect transactions in which we or an associate has directly or indirectly a material interest or a relationship of any description with another party which involves or may involve a potential conflict with our duty to you. For example, an associate may enter into a loan with you. We shall ensure that such transactions are effected on terms that are not less favourable to you than if the conflict or potential conflict of interest had not existed.

21.3.      Subject to the terms of this conflicts policy neither we nor any of our associates shall be required to account to you for any profit, commission or remuneration made or received from or by reason of such transactions. It is possible that the entities which you may lend to deal or co-invest with entities in which Unbolted, the Security Trustee and associates or clients have financial interest or to which Unbolted, the Security Trustee or an associate provides services. Accordingly, we or any member of our group (including any associate) may be entitled to gains, profits or fees from or in relation to such companies and entities.

22.   Notices

22.1.      We may send any communications to you at the email address which you provide to us in the registration process (or to any updated email address that you may notify to us in writing from time to time). Any original documents will be sent to the last postal address you have notified to us.

22.2.      You may communicate with us by email at support@unbolted.com. If we require information to be sent to us by post, this should be sent to: UNBOLTED, Token House, 11-12 Tokenhouse Yard, London, EC2R 7AS,. Notice sent by first class post to such address is deemed to have arrived on the second business day after posting. Notice sent by email or hand delivered is deemed to be delivered immediately (or on the next business day if sent after 5pm on a business day or on a non-business day). Our telephone number is: 02035671300. Telephone calls may be recorded or monitored for our mutual protection.

23.   Assignment and delegation

23.1.      The provisions of the Terms and Conditions are personal to you and you shall not assign or transfer any of your rights and obligations under the Terms and Conditions without our written consent, which consent shall not be unreasonably withheld.

23.2.      Subject to FCA Rules, we may delegate our functions and responsibilities under the Terms and Conditions. In such case, but except where stated otherwise in the Terms and Conditions, we will remain responsible to you for the performance of such function or responsibility.

23.3.      We may assign any of our rights and obligations under the Terms and Conditions to an third party by giving you not less than 30 days' notice in accordance with the Terms and Conditions.

24.   Changes to the Terms and Conditions

24.1.      We may, at any time, amend, modify or replace the Terms and Conditions by giving you written notice. Such changes 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 advanced to a Borrower.

24.2.      We may amend, modify or replace the Terms and Conditions if we believe it is necessary in order to respond proportionally to changes in applicable law and regulations.

24.3.      Subject to clause 24.4, we may also amend, modify or replace the Terms and Conditions to reflect changes to our systems, administrative processes and procedures, market practice or Lender or Borrower requirements and to reflect other legitimate cost increases (or reductions) associated with the services provided by the Website.

24.4.      You will be given at least 30 days' written notice in respect of any amendments, modification or the replacement of the Terms and Conditions that are not in your favour or required or desirable in order to comply with our legal or regulatory requirements, unless the specific circumstances require a shorter or longer period.

25.   Back-up Services

25.1.      If Unbolted permanently fails or ceases to operate for any reason, including if we become insolvent as a firm, we will transfer our obligations under these Terms and Conditions in respect of servicing and collections to a third party back-up service provider with whom we have in place a back-up servicing arrangement.

25.2.      The back-up service provider will charge a quarterly fee for carrying out our obligations under these Terms and Conditions under the arrangement set out in clause 25.1. This fee will not exceed any ongoing income receivable by us.

25.3.      Details of our back-up service provider are as follows:
Resolution Compliance Ltd, 4 St. Paul’s Churchyard, London EC4M 8AY.
If you would like further details of our third-party back-up service provider, please email us at support@unbolted.com and we will provide you with the appropriate details.

25.4.      We can at any time, at our entire discretion, change our back-up service provider or the specific details of the arrangement we have with them. We will provide you with written notice if we do so.

26.   General terms

26.1.      The Agreement shall be governed by, and construed in accordance with, the laws of England and Wales, and the appropriate Court of Law in England is to have non-exclusive jurisdiction in relation to all matters, claims and disputes arising out of or in connection with the Agreement. No other documentation or literature can be used as part of the Agreement.

26.2.      It is not intended that any term contained in this Agreement shall be enforceable, whether by virtue of Contracts (Rights of Third Parties) Act 1999, common law or otherwise, by any person who is not a party to this Agreement save that third parties referred to in it may rely on any authority granted to them under this Agreement, including the ability to accept our instructions to carry out functions on your behalf in accordance with this Agreement. Any group company of ours shall be entitled to enforce terms on our behalf.

26.3.      If any part of the wording of the Terms and Conditions shall become or is declared to be illegal, invalid or unenforceable for any reason, such part or wording will be deleted and shall be divisible from the rest of the Terms and Conditions, which will continue in force.

26.4.      Our failure to exercise or delay in exercising a right or remedy provided by the Terms and Conditions or by law does not constitute a waiver of other rights or remedies.

26.5.      The Agreement is supplied in English, and we will only be required to communicate in English during the course of our relationship with you.

27.   Electronic signature

27.1.      By ticking the designated box, you acknowledge that you have read and understood the Terms and Conditions and agree to be bound by them.

27.2.      You will thereby provide an electronic signature, which will have the same effect as if you had signed the Terms and Conditions in writing.