Relendex Limited

Terms and Conditions for Investing in Loans On the Relendex Platform

(As amended on 08/08/23)

The following Terms and Conditions explain:

• how the Relendex Platform (the “Relendex Platform”) works;
• how to become an Investor on the Relendex Platform; and
• your contractual relationship with the Relendex Platform operated by Relendex Limited.

As an Investor you must comply with these Terms and Conditions. These Terms and Conditions should be read alongside, and are in addition to, our Privacy Notice.

Additional Terms and Conditions apply to investors in the Relendex IFISA.

Please read these Terms and Conditions carefully and save a copy for your future reference. By using the Relendex Platform, you confirm that you have read, understood and agree to these Terms and Conditions and the Privacy Notice, as amended from time to time.

References in these Terms and Conditions to “Relendex”, “we“, “us” and “our” are to Relendex Limited (a company incorporated in England & Wales under number 07486328, whose registered office is at 99-100 Turnmill Street London EC1M 5QP and entered on the Financial Conduct Authority Register reference number FRN723117). References to Relendex, may, depending on the context, be to the Relendex Platform operated by us through the Relendex Website. References to “you” and “your” mean a user of the Relendex Website and the services provided via the Relendex Website, whether as an individual or on behalf of an entity which meets the Investor criteria set out below. References to a “Borrower” are to a person to whom monies will be lent by persons which agree to lend via the Relendex Website (each such person being an “Investor”). Other capitalised terms and expressions used in these Terms and Conditions shall unless the context otherwise requires have the meaning set out in section 30 below.

1. Conditions Precedent to Investing on the Relendex Platform

 

• To be eligible to invest on the Relendex Platform you must meet the following conditions:

1. you must be an individual, LLP, limited company, partnership or public body;
2. you must not be subject to any restriction affecting your ability to lend on the Relendex Platform under the laws and regulations of any jurisdiction. You may not become an Investor on the Relendex Platform and exchange if you are a resident or a citizen of the USA and its dependent territories;
3. you must have a valid and current bank or building society account (If this account is not with a UK bank or building society, we will need to verify the source of the funds which you propose to use to invest in Loans via the Relendex Platform before your account is approved.
4. you must register your details and pass the Appropriateness Test.
5. we must satisfy ourselves that you are a suitable Investor.
6. if you are not registering as an individual investor, you must warrant that you are duly authorised and/or have the requisite right and/or power to act on behalf of such an entity or third party. We shall be entitled to rely on such warranty and shall not be required to investigate the grant and/or terms of such authority, right or power.

• You cannot be an Investor while you are also a Borrower with an outstanding Loan on the Relendex Platform, except where you are acting as a director of or member of a Borrower and wish to act as an Investor in a different capacity.

• You warrant to Relendex that all information provided to us by you or any person on your behalf in the course of the registration and lending process is true and accurate in all respects and not rendered misleading by any omission. You will inform us immediately in writing if any of the information you have provided to us is or becomes inaccurate or otherwise changes.

• By registering with Relendex you consent to us undertaking Anti-Money Laundering, identity and fraud checks on you and if applicable on your members, directors and shareholders. The process may require you to send us copies of passports or other identification documents, plus a utility bill and any other document or information we consider in our absolute discretion to be necessary or desirable in assessing your suitability.  You are also required to provide details of your designated (registered) bank account from which you intend to send funds to the Relendex Client Bank Account or, as the case may be, Relendex ISA Client Account.  If this remitting bank account changes you must immediately amend your Relendex Investor Account details. Relendex is only authorised to return funds to an Investor’s designated bank account.  If you do not provide all appropriate identification documents, utility bill and/or other information you will not be authorised to invest on the Relendex platform. For more details about how we use your information, please refer to our Privacy Notice. Once we have satisfied ourselves as to your identity and suitability to be a prospective Investor on the Relendex Platform we will set up a Relendex Investor Account for you. If at any time, and for any reason whatsoever, we cease to be satisfied as to your identity and/or your suitability to be a prospective Investor we shall be entitled to suspend and/or terminate your rights to make any further Bids via the Relendex Platform.

• When transferring money into your Relendex Investor Account by bank transfer, it is important that you quote your Relendex Investor Account number. Transfers will be deemed to be complete as soon as the relevant funds are credited to your Relendex Investor Account.

• Once we receive and allocate funds to your Relendex Investor Account you can offer to participate in Loans through the Relendex Platform, up to the level of the funds in your Relendex Investor Account.

• Funds deposited in your Relendex Investor Account are held by Relendex in a segregated client account (the “Client Bank Account”). If you are eligible you can also open an IF-ISA account and funds deposited are held in a separate segregated client bank account called the Relendex ISA Client Account. References to the Client Bank Account include references to the Relendex ISA Client Account where appropriate. Funds received by us from you or otherwise held on your behalf will be held by us on trust for you and treated as Client Money in accordance with the FCA’s Client Money Rules. The Client Bank Account is a segregated bank account opened at NatWest Bank plc in the UK. Funds held by Relendex in a Client Bank Account may in some cases be covered, up to the relevant limit by the Financial Services Compensation Scheme in the case of the insolvency of the bank at which the Client Bank Account is held. For the avoidance of doubt, Investor funds which lent to a Borrower through the Relendex Platform and constituting a Loan Part at any relevant time as referred to below would not be covered and protected by the Financial Services Compensation Scheme. The Funds will remain in the Client Bank Account until they are lent to a Borrower pursuant to a Loan Part. Funds are transferred to the relevant Borrower from the individual Investor’s sub-account within the Client Bank Account on drawdown of the Loan, at which time your Relendex Investor Account will be debited by an amount equal to the amount of the drawdown. If for any reason whatsoever a Loan Facility Agreement is either terminated prior to drawdown of the proposed Loan or not entered into by the Borrower, the amount of funds debited from your Relendex Investor Account will be re-credited to your Relendex Investor Account.

• No interest will accrue or be credited to you in respect of funds held in the Client Bank Account. Funds held in the Client Bank Account will not be transferred from the Client Bank Account without the signature of a duly authorised representative acting on behalf of Relendex.

• You may only withdraw money from your Relendex Investor Account in excess of the total value of Active Bids and investments in Loan Parts.

2. Username and Password

• On registering with us as a prospective Investor you must provide a username and email address, enter a password and a Personal Identification Number (“PIN”). These must be used to access certain restricted parts of the Relendex Platform. Each time you access your Relendex Investor Account you will need to enter your email address and password. Your username, password and PIN are personal to your Relendex Investor Account and are not transferable.

• As your username, password and PIN are the methods used by us to identify you, you must keep them secure at all times. We are entitled to accept as given by you any instruction where your email address and password has been used to access the Relendex Platform and/or use the services provided by the Relendex Platform. We are not be liable for any loss when acting on any such instruction.

• You are responsible for all information provided and any activity on the Relendex Platform by anyone using your username and password. If you authorise an employee, sub-contractor or agent to use your Relendex Investor Account you will be responsible for their activity on the Relendex Platform. Any breach of security, loss, theft or unauthorised use of a username, password, PIN or security information must be notified to us immediately.

• You agree not to adapt or circumvent the systems in place in connection with the Relendex Platform.

• We reserve the right not to act on your instructions where we suspect that the person logged into your Relendex Investor Account is not you or we suspect illegal or fraudulent activity or unauthorised use.

3. The Services Provided by Relendex

• Relendex’s principal role is to perform administrative functions: bringing together prospective Borrowers and Investors, providing a stream-lined process for the provision of Loans (including the development of standard form Loan Facility Agreements) and co-ordinating and facilitating the payment and collection of sums due under or in connection with those Loans (including certain actions when the Loan is in Default). Relendex will not perform any management functions on an Investor’s behalf or otherwise, apart from those involved in the processes of originating, underwriting, servicing and the recovery of Loans.

• The content of the Relendex Platform may not be construed as advice or recommendation by Relendex to you to invest in any Loan listed on the Relendex Platform.

• Prior to the listing of the Auction Particulars, Relendex allocates each Loan tranche a risk band classification based upon our assessment of such Borrower’s creditworthiness (which may in turn be based upon a separate assessment made by a Property Adviser). There are six separate risk bands for this purpose: A+, A, A-, B+, B and C. Please note that Investors should not rely on any risk band classification. The provision of a risk band classification is intended to be indicative only. Risk bands are not an absolute measure of risk but a general indication of the probability of potential default involved in investing in a Loan in a particular risk band (with Bands A+ and A being indicative of a lower risk of default and C being indicative of a higher risk of default). Notwithstanding any risk band classification, Investors must form your own opinion regarding the suitability of each investment proposition. To this extent, Relendex provides extensive supporting documentation, including current valuations, as well as a condensed executive summary contained in the Auction Particulars

• We accept no responsibility and disclaim all liability for any information concerning a Borrower which may be made available to prospective Investors through the Relendex Platform or for any risk band classification. We may from update or amend at any time information relating to and/or the risk band classification allocated to Loan, but do not accept any obligation to do so.

• Whilst recourse to the assets of a Borrower (via the Security given by that Borrower to the Security Trustee) can provide additional comfort as to the likelihood of repayment, we give no warranty or representation as to the likelihood of a Borrower meeting its financial obligations in relation to any Loan even where there is recourse to the assets of any Borrower.

• Relendex scrutinises all Loan applications, undertakes due diligence and negotiates Term Sheets with prospective Borrowers.

• Relendex may subdivide a Loan into a number of Stages (“Stages”). Relendex will determine, where applicable, the size and timing of the Stages of a Loan listed on the Relendex Platform. All references to Loan in these Terms and Conditions will apply equally to Stages.

• Relendex may segment the Loan into Tranches (“Tranches“) according to the percentage that each Tranche represents of the overall market value of the Property offered by the Prospective Borrower by way of Security for the requested Loan.

1. The respective Tranches in relation to any requested Loan are referred to as the “Senior A Ranking Tranche” (“Senior A Tranche”), the “Senior B Ranking Tranche” (“Senior B Tranche”) and the “Senior C Ranking Tranche” (“Senior C Tranche”). The precise portions of the Loan categorised in each respective Tranche being determined on a case-by-case basis by reference to the proportion each Tranche bears to the market value of the property concerned. For example, the Senior A Tranche in relation to a particular Loan might be 50% of the market value of the relevant Property offered as Security, the Senior B Tranche the portion of the Loan equating to the segment between 50% and 70% the Senior C Tranche being the portion of the Loan equating to the segment above 70%.The relevant market value is that determined by the independent valuation obtained for the purposes of the Loan Request.
2. Each Tranche is allocated a separate Tranche Interest Rate listed in the Auction Particulars for the proposed Loan. The Tranche Interest Rate reflects the respective risk attached to each Tranche with special consideration of the fact that, (as described in detail in section 13), in circumstances where the Loan is in Default and there is a shortfall in the overall amount repaid by the Borrower or recovered from the realisation of any Property provided to secure the Loan, the Senior A Tranche will rank ahead of the Senior B Tranche; and the Senior B Tranche will rank ahead of the Senior C Tranche. The exact details of any Tranches and the respective Tranche Interest Rates and Tranche Service Fees (payable as part of the Tranche Interest) attaching to each such Tranche are set out in the Auction Particulars for the proposed Loan.

4. Investing in Loans on the Relendex Platform

• There are two ways to invest in loans on the Relendex Platform:

1. By participating in an Auction to fund a new Loan, or new Stage of an existing Loan.
2. By purchasing an existing Loan Part from another Investor cum interest.

• Relendex may offer a higher or lower Tranche Interest Rate on subsequent Stages of a Loan than the original offering, at its discretion. In the case of a higher rate being offered the Tranche Interest Rate on all prior Stages is increased to the same rate as the latest Stage. Where a subsequent Stage carries a lower interest rate, the higher rate on earlier Stages will not be subject to adjustment.

5. The Bidding Process

• Relendex will advise all Investors about an upcoming listing of a Loan on the Relendex Platform. Relendex endeavours to give 24 hours’ notice of a new listing, in order to provide all Investors with the opportunity to pre-fund your Investor Account. In certain circumstances the notice period may be shorter.

• Investors are invited to review all the Loan documentation provided in the Auction Particulars including the in-depth supporting materials posted on the Relendex platform.

• Investors are deemed to have reviewed the Auction Particulars and independently concluded that as an Investor, you wish to participate in investing in the Loan and have not relied upon any representation or perceived advice made by Relendex.

• At the appointed time, which may be varied if circumstances require, all Investors may bid to participate in a Loan. Notice of the Auction going live on the Platform will be provided by email to Investors. However, Investors keen to participate should not rely upon this reminder as the bidding process is frequently time sensitive.

• Investors may bid up to the lower of the amount of the Loan still available at the time of bidding or a specified limit. A maximum bid size may be set out in the Auction Particulars.

• Once a Loan, or Tranche thereof, is filled, the Loan will be removed from the Auction.

• The minimum Bid which may be made will be specified for each separate Auction.

• Investors can only bid to the extent that the amount bid is covered by funds in your Investor Account.

• If in doubt, Investors should seek independent professional advice in relation to the content of the Auction Particulars before making a Bid.

• By making a Bid, you confirm to that you have read, considered and understood the Auction Particulars in relation to the specific Loan.

• Although Auction Particulars may and generally shall specify an Auction Period, including a latest date and time for the placing of Bids, the Auction Period may be varied by us at our absolute discretion at any time prior to its expiry, by notice posted on the relevant Auction Particulars.

• The closing of an Auction does not signify the legal completion of a Loan. Borrowers have up to 14 days after the closing of an auction, or 21 days after its commencement if earlier, in which to conclude the legal completion of the Loan. During the period between the closing of a Loan and legal completion no interest accrues on the Loan.

• In the event that a Loan does not complete, Investors funds are returned to your Investor Account.

• We reserve the right to withdraw a Loan from an Auction, at any time at our sole discretion. We may also change the minimum and/or maximum amounts that you can Bid and will tell you about these changes on the Relendex Platform.

• Making a Bid constitutes a binding offer to participate into a direct Loan with the Borrower together with other investors. Pending the legal completion of the Loan Investor funds are held in the Bid Reserve Account.

• Upon making a Bid, the bid amount will automatically be debited from your Relendex Investor Account and credited to the Bid Reserve Account where it may not be used to make other Bids or be withdrawn by you. These funds continue to be held in Investor’s sub-accounts within the Client Bank Account pending drawdown of the Loan by the relevant Borrower. You authorise us to transfer the funds held in your Investor sub-account within the Client Bank Account to the Borrower for the purpose of making the Facility available to the Borrower when the Loan legally completes.

• Your investment in a Loan is governed by the standard Loan Conditions and will incorporate the Key Contract Terms. The Key Contract Terms set out the specific details of the Loan, other than, if the Loan has been segmented into Tranches, the different Tranche Interest Rates and Tranche Service Fees which will apply to each Tranche which will be included within the Auction Particulars. You will be deemed to have accepted the Loan Conditions and Key Contract Terms by making or increasing a Bid, on each separate occasion that you do so.

6. Relendex Resale Marketplace Process

• Eligible Loan Parts may be offered for sale on the Relendex Resale Marketplace. An ( “Existing Investor”) may transfer all or part of the rights and obligations in relation to a Loan or Loan Part to another party (the “New Investor”).

• Unless expressly agreed to the contrary, an Existing Investor makes no representation or warranty and assumes no responsibility to a New Investor for:

1. the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;
2. the financial condition of any Obligor;
3. the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or
4. the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded;
5. nothing in any Finance Document obliges an Existing Investor to support any losses directly or indirectly incurred by the New Investor by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

• A transfer by an Existing Investor made under the Loan Facility Agreement and these Terms and Conditions is effected when the New Investor accepts the Existing Investor’s offer to transfer a Loan or Loan Part by clicking the relevant acceptance button on the Relendex Resale Marketplace. On such date:

1. each of the Borrower and the Existing Investor shall be released from further obligations towards one another under the Loan Facility Agreement and the other Finance Documents which relate to the Existing Investor’s Loan or Loan Part in the amount so specified and in respect of the Security Documents, and their respective rights against one another under the Finance Documents and in respect of the Security Documents shall be cancelled (being the “Discharged Rights and Obligations”);
2. each of the Borrower and the New Investor shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Investor have assumed and/or acquired the same in place of the Borrower and the Existing Investor;
3. we, the Security Trustee and the New Investor shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Investor been an Investor as at the date of the Loan Facility Agreement with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent we, the Security Trustee and the Existing Investor shall each be released from further obligations to each other under the Finance Documents; and
4. the New Investor shall become a party to the Loan Facility Agreement as an Investor.

• If an Existing Investor transfers the Loan or a Loan Part to a New Investor, a new Loan Agreement shall be formed between the New Investor and the Borrower in an amount equal to the amount stated by the New Investor when it accepts the Existing Investor’s offer in accordance with section 5 and on the same terms as these Terms and Conditions. The remaining part of the Existing Investor’s Loan or Loan Part shall continue to be governed by these Terms and Conditions.

• Each New Investor confirms, by accepting the Existing Investor’s offer in accordance with section 5, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite New Investor or New Investors in accordance with these Terms and Conditions on or prior to the date on which the transfer becomes effective in accordance with these Terms and Conditions and that it is bound by that decision to the same extent as the Existing Investor would have been had it remained an Investor.

• The Borrower will give its consent, pursuant to the terms and conditions applicable to the Borrower, to the listing on the Relendex Platform of all details relating to a Loan or Loan Part for the purposes of this section. Such details include (but are not limited to) any information pack prepared by or on the Borrower’s behalf in respect of a Loan or Loan Part and submitted to us (whether before or after the date of the Loan Facility Agreement) and as set out in the Auction particulars.

• The Key Contract terms and proposed interest rate are contained in the Loan Facility Agreement which is initially made between the Borrower, Relendex (as Agent), Relendex as agent for and on behalf of each Investor, and the Security Trustee, and to which a New Investor will become a party in the capacity of an Investor pursuant to the procedure set out at section 6.

• If you purchase a Loan Part from an Existing Investor, you will have such Loan Part novated to you pursuant to the provisions of section 5.10 and, in doing so, become a party to the relevant Loan Facility Agreement as an Investor. The relevant funds will then be transferred from your Relendex Investor Account to the Relendex Investor Account of the Existing Investor. Information on the transfer of Loan Parts is set out in section 7 below.

• Investors may list your Loan Parts on the Resale Marketplace subject to the following restrictions:

1. The Loan term must have a minimum of 30 days to expiry.
2. The Loan cannot be subject to a notification by Relendex that the Loan is in Default.

• The sale price for a Loan Part will be the outstanding principal amount lent by you to participate in a Loan, plus any accrued interest. The accrued interest will be updated automatically at the end of each day.

• You can sell Loan Parts by selecting the Loan Parts you want to sell on the Relendex Platform. Listed Loan parts will be posted for 15 days, after which any unsold Loan Part will be removed from the sale listing and you will continue to be the owner of that Loan Part. Loan Parts may be relisted if they remain eligible for resale. In the event that during the 15 day Loan expiry period falls below 30 days, the listing on the Resale Marketplace is automatically removed.

• If you sell Loan Parts, the sale proceeds will be transferred to your Relendex Investor Account from the buying Investor’s Relendex Investor Account after deduction of the Sale Fee (if applicable).

• We may elect to extend or reduce the 15-day sale listing period from time to time.

7. Secondary Liquidity Service

• Existing Investors unable to dispose of Loan Parts in a timely manner on the Resale Marketplace may offer their Loan Parts in Loans that are not in Default for sale to new investors at a discount to the nominal value of the Loan Part. The discount reflects the differential between the Tranche Interest Rate for a particular Loan and the prevailing rates offered on new Loans listed on the Relendex Platform, together with an additional margin that reflects the balance between supply and demand.

• The terms and conditions for the Resale Marketplace apply to the Secondary Liquidity Service.

• Relendex will on a monthly basis publish guideline discounts to all Investors for eligible Loans on the Secondary Liquidity Service. Buyers and sellers of such Loans may agree discounts that diverge from the published rates by private treaty.

8. Interest, Partial Repayments and Repayments

• The interest, partial or whole Loan repayments payable to you on each Loan Part can be viewed in your Investor Dashboard. The Loan Facility Agreement governs the payment of these amounts. Where the Loan is in Default) interest is payable at a Default Rate as set out in the relevant Listing particulars. Where the relevant Loan is segmented into Tranches the respective Tranche Interest Rates will be determined by Relendex and set out in the Auction Particulars and interest at the Facility Interest Rate payable by the Borrower pursuant to the relevant Loan Facility Agreement will, once received by Relendex, be allocated and applied by Relendex as between the respective Tranches on the basis of the Tranche Interest. Each Investor hereby authorises Relendex to allocate interest received by it at the Facility Interest Rate from the Borrower among the Investors on the basis of the different Tranche Interest Rates attributed to the Tranches by Relendex and set out in the relevant Auction Particulars. Each Investor also authorises Relendex to allocate and apply the Facility Service Fee received by it from the Borrower as between the respective Tranches on the basis of the respective Tranche Service Fees.

• All part or whole loan repayments and interest accrued pursuant to the relevant Loan Facility Agreement will (subject to any allocation of amounts by Relendex in connection with separate Tranches of any Loan) on receipt by Relendex as Agent be credited directly to your Relendex Investor Account.

• The duration and payment dates (interest and principal) of any Loan is set out in the Auction Particulars. Loan durations may be extended at our discretion on terms that reflect prevailing market conditions so long as Relendex reasonably deems that such an extension is in the best interests of both our Investors and Borrowers. A Loan that is in Default may not be extended.

• An annual statement of interest earned by you for tax or other purposes can be downloaded from your Investor Dashboard or by contacting Lender Support directly.

9. Relendex Fees

• In addition to the arrangement fee and other fees referred to in the Term Sheet and the respective Loan Facility Agreement, Relendex will charge the Borrower a percentage of the interest payable annually on each Loan (the “Facility Service Fee”). The Facility Service Fee will be calculated by reference to the principal value of each Loan outstanding at the beginning of the period in which a relevant interest payment is payable. The Facility Service Fee may vary from time to time. Where a Loan has been segmented into Tranches each Tranche may have a separate Tranche Service Fee rate as set out in the Auction Particulars for the relevant Loan. The Facility Service Fee, which will be specified in the Auction Particulars for the relevant Auction, will be collected together with the interest received from the Borrower under the relevant Loan for the account of Relendex. If at any time interest is payable at the Default Rate, the Facility Service Fee will be chargeable at the Default Service Fee Rate.

• The Facility Service Fee is payment for administering and facilitating the Loan. It is not payment for the risk classification of Borrowers that we carry out.

• There are currently no fees payable if you sell a Loan Part through the Relendex Platform. Relendex reserves the right, upon giving Investors no less than 90 days’ notice, to introduce a fee equal to the greater of £5 and 1.0% (one per cent) of the total outstanding principal sum of the Loan Part sold (the “Sale Fee”) and, following introduction of the Sale Fee to amend the Sale Fee terms from time to time.

• There is no charge for withdrawing funds from your Investor Account and transferring them to a UK bank account for next day settlement. Investors may however incur charges for international bank transfers. Where Relendex incurs such charges the amount will be deducted from the amount withdrawn or transferred out of your Investor Account with Relendex.

10. Relendex’s Legal Standing

• Relendex shall perform an administrative role in matching prospective Borrowers and prospective Investors and in facilitating payments, collection of sums due and onward distribution of funds. We are a party to each Loan Facility Agreement in the capacity of Agent. Prior to signing of a Loan Facility Agreement we will negotiate the Term Sheet and facilitate the preparation and negotiation of the Loan Facility Agreement and the other Finance Documents on behalf of the Investors.  Relendex will also determine whether any Loan is to be segmented into Tranches and, if so, the respective amount of the Senior A, Senior B Tranche and the Senior C Tranche and the respective Tranche Interest Rates and the Tranche Service Fee rates which will apply to each. Relendex shall pass on available information on Borrowers to assist each prospective Investor’s analysis of the relevant Loan Request. The provision of such information by Relendex does not constitute advice or recommendation of any kind.

• Relendex shall be responsible for administering and managing each Facility and shall, where applicable, allocate interest and Facility Service Fees among the different Tranches on the basis of the relevant Tranche Interest Rates and Tranche Service Fee rates.  Relendex (or the Security Trustee under Relendex’s instruction) shall be entitled, at its absolute discretion, to appoint a Property Adviser to provide advice in respect of the monitoring, administration and management of the relevant Loan Facility or in connection with any asset over which Security is taken by the Security Trustee or to administer or to manage the Facility on its behalf or any such asset on its behalf.

11. Application of Payments Received Insufficient to Repay the Loan in Full and Ranking of Tranches

• The application of any payments received by Relendex towards any sums due under a Loan is applied in the following order dependent on whether or not the Loan is in Default.
• The priority referred to in this section applies regardless of the order or date of acquisition of a particular Loan Part in any relevant Loan or Stage.

12. Part Repayments of Loans Not in Default

• Where Relendex receives a partial repayment on account from a Borrower (or any person on its behalf) where the Loan is not in Default and where such payment is insufficient to discharge all amounts then due and payable by the Borrower under the relevant Loan Facility Agreement and other relevant Finance Documents (such amounts being referred to below as the “aggregate liability” and the remaining balance of such amounts following receipt of such payment being referred to below as the “shortfall“), that payment will be applied by Relendex in the following order:

1. first, in whole or towards payment of any unpaid fees, costs and expenses and any other liability incurred by Relendex.
2. second, in whole or towards payment to each Investor on a pari-passu basis of Tranche Interest accrued at the Tranche Interest Rate applicable to each of the Senior A Tranche, Senior B Tranche and Senior C Tranches including the applicable Tranche Fees. PROVIDED THAT if the sum remaining after payment of all sums referred to in (a) above (the ”Remaining Sum”) is less than the aggregate interest (including the Service Fee payable to Relendex) then due on all Tranches to all of the Investors under the relevant Loan Facility Agreement, the interest payable to each Investor will be such sum as bears the same proportion to the amount due to have been paid to the Investor as the Remaining Sum bears to the sum of the overall Interest due to the Investor and the sum payable to Relendex by way of Facility Service Fee pursuant to the relevant Loan Facility Agreement.
3. third, in whole or towards repayment to each Investor on a pari-passu basis a proportion of its Loan Part, being the same proportion as the amount received from the Borrower bears to the aggregate liability and in the same proportion as the respective Tranches.

• The respective payments will be made to the Senior A Tranche Investors, Senior B Tranche Investors and Senior C Tranche Investors on a pari-passu basis without preference in the same proportions as the respective Tranches.

13. Partial Repayments of Loans in Default

• Where Relendex receives payment from a Borrower (or any person on its behalf including the proceeds of the enforcement of any Loan or the realisation of any Security provided by the Borrower in relation to any Loan) where the Loan is in Default and where such payment is insufficient to discharge all amounts then due and payable by the Borrower under the relevant Loan Facility Agreement and other relevant Finance Documents (such amounts being referred to below as the “aggregate liability” and the remaining balance of such amounts following receipt of such payment being referred to below as the “shortfall”), that payment will be applied by Relendex in the following order:

1. first, in whole or towards payment of any unpaid fees, costs and expenses and any other liability incurred by Relendex, the Security Trustee, any Recoveries Agent, of any Property Adviser or of any company which is a member of the same Group as any of them (including any agent, delegate or appointee of any of them);
2. second, in whole or towards repayment to each Senior A Tranche Investor of a proportion of its Loan Part, being the same proportion as the amount recovered from the Borrower as referred to in this section 10, bears to the amount of the Senior A Tranche as a whole;
3. third, in whole or towards repayment to each Senior B Tranche Investor a proportion of its Loan Part, being the same proportion as the amount recovered from the Borrower as referred to in this section 10, bears to the amount of the Senior B Tranche as a whole;
4. fourth, in whole or towards repayment to each Senior C Tranche Investor a proportion of its Loan Part, being the same proportion as the amount recovered from the Borrower as referred to in this section 10, bears to the amount of the Senior C Tranche as a whole;
5. fifth, in whole or towards payment to each Senior A Tranche Investor of Tranche Interest accrued at the Tranche Interest Rate applicable to the Senior A Tranche including Senior A Tranche Service Fee (but excluding any Default Additional Rate Interest) due but unpaid PROVIDED THAT if the sum remaining after payment of all sums referred to in the paragraph above (the ”Remaining Sum”) is less than the aggregate of the aggregate Tranche Interest then due to all of the Senior A Tranche Investors under the relevant Loan Facility Agreement (including the Senior A Tranche Service Fee payable to Relendex), the interest payable to each Senior A Tranche Investor will be such sum as bears the same proportion to the amount due to have been paid to the Investor as the Remaining Sum bears to the sum of the overall Tranche Interest due to the Senior A Tranche Investors (including the Senior A Tranche Service Fee payable to Relendex) as set out in the Auction Particulars;
6. sixth, in whole or towards payment to each Senior B Tranche Investor of Tranche Interest accrued at the Tranche Rate applicable to the Senior B Tranche including Senior B Tranche Service Fee (but excluding any Default Additional Rate Interest) due but unpaid PROVIDED THAT if the sum remaining after payment of all sums referred to in the paragraphs above (the ”Remaining Sum”) is less than the aggregate Tranche Interest then due to all of the Senior B Tranche Investors (including the Senior B Tranche Service Fee) under the relevant Loan Facility Agreement, the Tranche Interest payable to each Senior B Tranche Investor will be such sum as bears the same proportion to the amount due to have been paid to the Investor as the Remaining Sum bears to the sum of the overall Tranche Interest due to the Senior B Tranche Investors (including the Senior B Tranche Service Fee payable to Relendex) as set out in the Auction Particulars;
7. seventh, in whole or towards payment to each Senior C Tranche Investor of Tranche Interest accrued at the Tranche Rate applicable to the Senior C Tranche including Senior C Tranche Service Fee (but excluding any Default Additional Rate Interest) due but unpaid PROVIDED THAT if the sum remaining after payment of all sums referred to in the paragraphs above (the ”Remaining Sum”) is less than the aggregate Tranche Interest then due to all of the Senior C Tranche Investors (including the Senior C Tranche Service Fee) under the relevant Loan Facility Agreement, the Tranche Interest payable to each Senior C Tranche Investor will be such sum as bears the same proportion to the amount due to have been paid to the Investor as the Remaining Sum bears to the sum of the overall Tranche Interest due to the Senior C Tranche Investors (including the Senior C Tranche Service Fee payable to Relendex) as set out in the Auction Particulars;
8. eighth, in or towards payment to each Senior A Tranche Investor any Default Additional Rate Interest (including Default Service Fee payable to Relendex) accrued due but unpaid under any paragraph above in the proportion its Loan Part bears to the amount of the Senior A Tranche as a whole;
9. ninth, in or towards payment to each Senior B Tranche Investor any Default Additional Rate Interest (including Default Service Fee payable to Relendex) accrued due to it but unpaid but unpaid under any paragraph above in the proportion its Loan Part bears to the amount of the Senior B Tranche as a whole; and
10. tenth, in or towards payment to each Senior C Tranche Investor any Default Additional Rate Interest (including Default Service Fee payable to Relendex) accrued due to it but unpaid but unpaid under any paragraph above in the proportion its Loan Part bears to the amount of the Senior C Tranche as a whole.

The order of application of any payments received by Relendex in section 13 above can be summarised as follows:

1^st: Unpaid fees, costs and expenses and any other liability of Relendex or associated parties;

2^nd: Senior A Tranche Investor Loan Parts;

3^rd:  Senior B Tranche Investor Loan Parts;

4^th: Senior C Tranche Investor Loan Parts;

5^th: Senior A Tranche Investor accrued Interest and Service Fee;

6^th: Senior B Tranche Investor accrued Interest and Service Fee;

7^th: Senior C Tranche Investor accrued Interest and Service Fee;

8^th: Senior A Tranche Investor accrued Default Additional Rate Interest and Service Fee;

9^th: Senior B Tranche Investor accrued Default Additional Rate Interest and Service Fee; and

10^th: Senior C Tranche Investor accrued Default Additional Rate Interest and Service Fee.

The appropriations in this section override any proposed appropriation made by the Borrower.

14. Security and the Role of Recoveries Agents

• Where the Key Contract Terms indicate that a Loan is to be secured, the Borrower’s payment obligations to the Investors will be secured by such Security as is specified within the Auction Particulars. In the event that a Loan is in Default, Relendex or the Security Trustee under Relendex’s instructions (subject to the provisions of this section 14 (and in particular 14.6 and 14.9)) will, and is authorised by you to, instruct a Recoveries Agent to enforce that Security.

• Where Relendex has been provided by a Borrower with information concerning the assets of that Borrower together with estimated forced re-sale value of such assets on enforcement, we will provide you with such information (via the Borrower Requirement Pages). We take no responsibility for the accuracy of such information. Further, any asset valuation provided should be taken as indicative only of the value of the asset. The amount realised from the sale of any such asset in connection with the enforcement of a security may be lower (or higher) than the value attributed to such asset by the Borrower or by an asset valuation.

• Where Security is provided by a Borrower in respect of a Loan, the Security will be held by the Security Trustee as security trustee on behalf of itself, Relendex and for all Investors which have Loan Parts in relation to the Loan. Relendex or the Security Trustee under Relendex’s instruction may perform or instruct a Recoveries Agent to perform (before or after any enforcement under the terms of the Security) all obligations, rights and benefits given to it by any Security agreement entered into or any document entered into pursuant to a Security agreement and when such rights, after the enforcement under the terms of the Security, will include the right to realise or dispose of any asset over which Security is taken pursuant to the Finance Documents, in accordance with the Loan Facility Agreement.

• The Security Trustee (or a Recoveries Agent on its behalf) as 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. In exercising its powers and discretions the Security Trustee will at all times act on the instructions of Relendex.

• You agree that Relendex and the Security Trustee (and where applicable a Recoveries Agent) shall be entitled to be paid and reimbursed out of the proceeds of any recovery under any Security agreement and that all reasonable costs and expenses incurred (directly or indirectly) by Relendex and/or the Security Trustee in enforcing the Security will be payable out of the proceeds of any recovery (including from rents collected from tenants of any Property charged by any such Security) in priority to any payment to you of either interest or principal. Such costs and expenses will only be paid out from the proceeds of any recovery to the extent that such costs and expenses cannot be recovered by Relendex and/or the Security Trustee (or any Recoveries Agent or person acting on their behalf) from the relevant Borrower or where applicable any guarantor of the Borrower’s obligations.

• Subject to its general duty under this section 14 (and in particular 14.9) to procure the recovery of several debts and monies owing pursuant to the Finance Documents, if the Loan is in Default (, Relendex (or the Security Trustee under Relendex’s instruction) shall be entitled, at its absolute discretion, to appoint a Recoveries Agent as its adviser and agent to advise on what steps to take in the relevant circumstances. Relendex may appoint any such Recoveries Agent to advise and act on its behalf in respect of the relevant Facility and any asset over which Security is taken by the Security Trustee pursuant to the relevant Finance Documents including, without limitation, to advise and act in relation to the enforcement of such agreement against the relevant Borrower and realisation of the relevant Property.  It is agreed that such Recoveries Agent shall be entitled, without limitation and at its absolute discretion, to appoint a Property Adviser as its adviser  to advise as to the steps which it may take to enforce the terms of the relevant Facility Agreement and any other relevant Finance Document.

• The expenses, costs, charges and fees of:

1. Relendex or, as the case may be, the Security Trustee;
2. where an agent is appointed as Property Adviser, the Property Adviser; and
3. where a Recoveries Agent is appointed, the Recoveries Agent are first recovered from any monies recovered by Relendex (or the Security Trustee on its behalf) from the relevant Borrower in priority to the payment of any sums payable to any relevant Investor.

Such expenses, costs, charges and fees shall include but without limitation:

1. any expenses in relation to the Property, which may include the cost of completing outstanding development works and/or reinstatement, making and effecting any repairs, or doing any other things permitted under any Finance Documents, whether a Recoveries Agent or Property Advisor has been appointed or not and the expenses, costs, charges, fees and management incurred at Relendex’s sole discretion in accordance with the latest version of the Borrower Tariff of Fees and Charges published on the Relendex Website and available here, in relation to the Property;
2. if such works contemplated in (i) above are funded by Relendex either by advance to the Borrower or a Recoveries Agent then a record will be maintained of the same and Relendex will be entitled to charge interest on such sums advanced at the relevant Facility Interest Rate and such interest shall be treated as a priority cost for repayment in the same manner as the costs, charges, fees and expenses in (i) above;

• the costs, charges, fees, expenses and management time incurred by Relendex, in accordance with the latest version of the Borrower Tariff of Fees and Charges published on the Relendex website in connection with the investigation or the enforcement of, or the preservation of any rights under, any Finance Document or the enforcement of disposal or realisation of any asset over which Security is taken in connection with any steps and proceedings taken pursuant to 14.9 below; and

1. any other costs, charges, fees, management time expenses charged to the Borrower in accordance with the latest version of the Borrower Tariff of Fees and Charges published on the Relendex Website from time to time and available here.

• In no circumstances shall any Property Adviser be liable to account to an Investor in respect of the relevant Facility or in respect of all or any of the relevant Property nor shall it be liable for any loss on realisation of, or for any neglect or default of any nature in connection with, all or any of the relevant Property nor shall any of them be liable to any Investor for any monies not actually received from any Borrower unconditionally and irrevocably by Relendex (or the Security Trustee on its behalf).

• Relendex (or the Security Trustee under its instruction) will (and is authorised by you to) take steps or institute proceedings for the recovery of several debts and monies owed under the Finance Documents. Such steps will be determined by Relendex in its absolute discretion following any advice that Relendex may have taken from a Recoveries Agent pursuant to 11.6 above.  Such steps or proceedings to recover the debts and moneys owed under the Finance Documents may include a requirement to litigate, compromise, mediate, arbitrate, negotiate, settle with third-parties, deal with and settle with own insurers or third-party insurers, or any other party or take any necessary action required to realise value for Investors and return the fullest sum in order to achieve the most favourable outcome in all the circumstances, to Investors.   Relendex cannot be held liable by Investors for decisions relating to the disposal of assets taken as Security taken in good faith and which we believe at the time are in the best interest of Investors in particular Loans or Loan tranches.  In no circumstances shall Relendex (or, as the case may be, the Security Trustee) be liable to an Investor or any other person for any costs, charges, losses, damages, liabilities or expenses arising from or connected with any realisation of the relevant Property or any  other assets of the relevant Borrower or from any act, default, omission or misconduct of Relendex, the Security Trustee, any Property Adviser, Recoveries Agent or officers, employees or agents of any or all of them in relation to the relevant Property or in connection with the relevant Finance Documents.

• In relation to Loans which have been segmented into a Senior A Tranche, Senior B Tranche and a Senior C Tranche respectively Relendex (or the Security Trustee under its instruction) will when exercising its absolute discretion take steps to recover monies owing under the Finance Document (including giving instructions in relation to the realisation of property and other assets given by Borrowers by way of Security) take such advice (including seeking relevant valuations) as it deems appropriate and act subject to such advice to maximise the potential recoveries available to all Investors with Loan Parts in either Tranche but to the extent that in any circumstances there is any actual or potential conflict between the interests of the Investors in the respective Trances, Relendex (or the Security Trustee under its instruction) will give the interests of the relevant Senior A Tranche Investors priority to the interests of the Senior B Tranche Investors or Senior C Tranche Investors and, in turn, the interests of the relevant Senior B Tranche Investors priority to the interests of the Senior C Tranche Investors.

15. Missed Payments

• Relendex will keep you up to date with the progress of any efforts to collect missed payments, or collect on defaulted debt, in relation to any Loan Part which belongs to you. Such information will be available to view in the Investor Dashboard section of the Relendex Platform.

16. Closing your Account with Relendex

• You may close your account provided you have no outstanding Loan Parts and no Active Bids, by giving us notice to that effect.
• We may suspend your account if at any time and for any reason, including but not limited to:

1. you breach these Terms and Conditions;
2. we suspect that you have committed fraud, been involved in money laundering or other criminal activities;
3. you use the Relendex Website or Platform in any of the following ways:
   1. in any way that causes, or is likely to cause, the Relendex Website or Platform or access to it to be interrupted or damaged in any way;
   2. for fraudulent purposes, or in connection with a criminal offence;

• 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’;

1. to cause annoyance, inconvenience or needless anxiety; or;
2. there is no activity in your Relendex Investor Account within a 12 month period.

• On termination we will credit your bank or building society account with any funds left in your Relendex Investor Account (after deduction of any fees payable to you by us).

17. Investor’s Confirmations to Relendex and the Security Trustee

• You acknowledge and agree that Relendex makes no warranty or representation as to either the ability of any Borrower to meet its obligations in relation to a Facility or any Borrower’s credit risk and that neither Relendex nor the Security Trustee is any way liable for any default by Borrowers.

• You acknowledge that any Bid you may make, and any Loan Part you may acquire pursuant to an Accepted Bid, is made entirely at your own risk.

• Calculations we may provide on the Relendex Platform of the likely rate of return on Loans are for guidance purposes only and are not warranted or guaranteed.

• The information on the Relendex Platform does not constitute advice, recommendation or an endorsement of Loan Requests or Borrowers. The information is not intended to be relied upon as the basis for deciding whether or not to participate in Loan Parts in relation to any particular Borrower.

• We make no representation or warranty as to the accuracy of the information and documentation displayed on or via Borrower Requirement Pages, nor whether such information and/or documentation is up to date or error free.

• We do not warrant or represent that there will be sufficient bids for any particular Loan to be Fully Funded, that there will be sufficient prospective Loans for you to participate in or that there will be sufficient other prospective Investors to buy your Loan Parts (or any of them) from you should you wish to sell them.

• We do not warrant or represent that Loan Parts listed for sale by you will be bought by other Investors, whether within any particular period or at all.

• Where there is any form of personal guarantee in support of a Loan Part in which you have participated, you accept that the enforceability of such personal guarantee shall be subject to normal legal risks and limitations and that neither Relendex nor the Security Trustee will have ensured that any individual providing such a guarantee has been independently advised on the impact of such a personal guarantee. You acknowledge that such guarantees can be open to challenge, including in circumstances where the individual granting the guarantee has been subject to undue pressure or influence from a third party.

• Where any Loan has been segmented into a Senior A Tranche, Senior B Tranche and a Senior C Tranche the relevant Senior B Tranche and Senior C Tranche Investors acknowledge that they are aware that the Senior B Tranche and Senior C Tranche by their nature rank behind the Senior A Tranche and Senior B Tranche respectively in the case of any recovery shortfall and, therefore, they are at greater risk of loss if there is a deterioration in the market value of Property provided to secure the relevant Loan and the proceeds of realisation of any Security over the relevant Property are ultimately less than initial market value as determined by the valuation obtained by Relendex prior to the making of the Loan.

• If Relendex or the Security Trustee (or any Recoveries Agent) issues any certificate, determination or notification of a rate or any amount payable under these Terms and Conditions or any amount recovered from (or in relation to) any Borrower, it shall be conclusive evidence (in the absence of manifest error) of the matter to which it relates and shall contain reasonable details of the basis of the determination.

18. Wind Down Plan

• In accordance with its regulatory obligations under SYSC 4.1.8A, of the FCA Handbook, the purpose of the Relendex Ltd Wind Down Plan (“WDP”) is to set out the commitment and approach of Relendex Limited to ensure that P2P agreements will continue to be managed and administered in the event that the Company ceases to operate.

• Relendex Ltd is aware that inadequate wind-down arrangements could cause considerable harm to consumers if a P2P platform stops providing management and administration services for Loans which were invested through the platform, so its wind down plan has been created to mitigate the following risks:

1. that investors may not receive some or all of the Loan repayments for Loans made through the platform
2. that they will need to recover repayments directly from borrowers themselves (which is unlikely to be economically viable for an individual investor)
3. that a borrower needs to be able to make repayments to multiple investors efficiently

• These risks are all mitigated by the fact that Begbies Traynor Group PLC (BTG) will be appointed as Administrator and so act under the regulatory permissions of Relendex to collect repayments from borrowers (interest and capital), pay the appropriate sums to Investors and also take enforcement action as appropriate against borrowers on behalf of all Investors.

• In addition, to assist the Administrator, Relendex intends to retain essential members of its staff in the event of wind-down to assist BTG accordingly with its administrative duties.

• The Wind Down Plan demonstrates how the core business activity and critical operations of Relendex can be reorganised, liquidated, or otherwise resolved under applicable insolvency law in a reasonable period and in such a way that the run-off of Loans may continue to be administered and Investors’ best interests protected at every stage. The Plan also demonstrates the level of funding the Company has is sufficient to cover the cost of managing and administering the wind-down process.

19. General Terms

• The information provided on the Relendex Platform is directed solely at and is for use solely by persons and organisations that meet the criteria set out in section 1 above and the equivalent criteria set out in the terms and conditions applying to prospective borrowers. Neither the website nor the Platform are intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation.

• You are permitted to download and print content from the Relendex Platform solely for your own personal use or in the course of your business to the extent required to use the services provided on this website. Website and Platform content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express written consent.

• We are not responsible for content downloaded or posted by Investors or borrowers on the Relendex Website or Platform. We do not accept any responsibility for editing any content downloaded or posted on the Relendex Website by any person other than us and our servants or our agents.

• We will endeavour to facilitate uninterrupted access to the Relendex Platform, but such access may be suspended, restricted or terminated from time to time without notice.

• You agree to use the Relendex Platform only for lawful purposes and in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else’s use and enjoyment of the Relendex Website or Platform.

• You agree not to use the Relendex Website or any information accessible on or obtained from it for the purpose of you (or any other person) canvassing or soliciting any person or enticing any person, including without limitation any Borrower or prospective Borrower or any Investor or prospective Investor (or the business of any such person) away from Relendex.

• The content and material available on the Relendex Website is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to buy or sell investments, securities or any other financial services or banking product. If you are unsure about whether a product is suitable you should contact an independent financial adviser.

• You are responsible for all costs incurred by you in accessing and making any use of the Relendex Website and its contents.

• We accept no responsibility or liability for your use of content on the Relendex Website and Platform and such use is entirely at your own risk. While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the Relendex Website, we accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate anti-virus software on your computer.

• Information transmitted via the Relendex Website and Platform will pass over public telecommunications networks. We accept no liability if communications sent via the Relendex Website are intercepted by third parties or incorrectly delivered or not delivered.

20. Privacy

• You agree that any and all personal information you provide to us via the Relendex Website may be collected, stored, processed and used in accordance with our current Privacy Notice.

21. Intellectual Property Rights

• Subject to section 21.3 below, as between you and us, we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Relendex Website.

• If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.

• You shall retain ownership of all copyright in data you upload or submit to the Relendex Website. You grant us an irrevocable, world-wide non-exclusive, royalty-free licence to use, copy, distribute, publish and transmit such data in any manner.

• We do not warrant or represent that the content, design or architecture of the Relendex Website or Platform does not infringe the rights of any third party.

22. Linking to the Relendex Website

• You may link to any page of the Relendex Website, for non-commercial purposes provided that you do so in a way that is fair and legal and which does not damage our reputation or take unfair advantage of it. For the avoidance of doubt, the linking site must not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable.

• You must not link to the Relendex Website in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not remove or obscure by framing or otherwise, advertisements, any copyright notice, or other information published on the Relendex Website. The Relendex Website must not be framed on any other site.

• Please contact us if you would like to link to our site for commercial purposes or any purpose not included above (see section 26 below). We reserve the right to withdraw linking permission at any time and without notice.

23. Third Party Content

• The Relendex Website may contain links to third party websites. If you decide to visit any third party site, you do so at your own risk. We are not responsible or liable directly or indirectly for the content, accuracy or opinions expressed in such websites or the standard of goods or services available through or on such websites. Unless expressly stated otherwise, links do not imply that we are, or the Relendex Website is, affiliated to or associated with such sites.

• Our communications with you may contain information sourced from third party websites. Material from a third party site will be clearly marked and a link to the source website will be provided. We accept no responsibility or liability for any material supplied by or contained on any third party website which is linked from our communications with you, or any use of personal data by such a third party.

• The inclusion of any link in our communications with you does not imply endorsement by us of the linked site. If you decide to access linked third party websites, you do so at your own risk.

• Please remember that when you use a link to go from the Relendex Website to another website, these Terms and Conditions are no longer in effect. Your browsing and interaction on any other website, including websites which are linked to ours is subject to that website’s own rules and policies.  Please read those rules and policies before proceeding.

24. Your Liability to Us

• You shall be liable to us for any loss or damage suffered by us as a result of any breach of either these terms and conditions or the terms and conditions relating to any Loan Part by you, or any fraudulent use by you or any person on your behalf of the Relendex Platform or the Relendex Website. You may also be liable to us in the circumstances specified in section 14.5 above.

25. Our Liability to You

• We shall not be liable to you for any loss or damage which you may suffer as a result of investing on the Relendex Platform or using the services thereof, except where such loss or damage arises from our breach of these terms and conditions or was caused by negligence, wilful default or fraud by us or our employees. We are not responsible for any breach of these Terms and Conditions arising from circumstances outside our reasonable control. Our total liability to you in connection with these terms and conditions, your membership of Relendex and your use of the services provided via the Relendex Platform shall not exceed the aggregate unimpaired amount of all of your outstanding Loan Parts at any time.

• Nothing in these Terms and Conditions shall limit or exclude our liability for personal injury or death, fraud, or for any other liability the exclusion or limitation of which is not permitted by applicable law.

26. Complaints

• We treat a complaint made against the Relendex Platform or a service provided by Relendex very seriously. If you want to make a complaint about the Relendex Platform or its services, you can email our Investor Support team with brief details of your complaint and your account reference. Relendex will ordinarily acknowledge your complaint within one business day.

• Relendex will then investigate and send you an initial response. This should ordinarily take no longer than five business days. If you are not satisfied then you can respond to their email requesting that the matter is escalated to the Chief Executive Officer who will respond within five business days. Within four weeks after receiving a complaint we will send you either a final response which explains why we are not in a position to resolve the complaint and/or indicates when we will make further contact. Complaints that cannot be settled within eight weeks of the date of the complaint may be referred to the Financial Ombudsman Service. If you meet the definition of eligible complainant, you have the right to make a complaint directly to the Financial Ombudsman Service. Information on how to complain can be found at http://www.financial-ombudsman.org.uk

27. Contacting Us

• Should you have any questions about these Terms and Conditions, or wish to contact us for any reason whatsoever, please contact us using the contact details on the Relendex Website.

28. Amendments to these Terms and Conditions

• We may make amendments to these Terms and Conditions from time to time to:

1. reflect changes in relevant laws, regulatory requirements industry guidance or a decision of a court or by a regulator or ombudsman;
2. make them clearer or easier to under; or#
3. make changes which benefit you or do not disadvantage you;
4. make changes to our services, introduce new services or withdraw services we no longer offer; and
5. amend our existing services because of changes to technology, systems, processes or our business policies or procedures.

• Such amendments will take effect 30 days from the date we notify you of such amendments via the Relendex Platform, unless the circumstances demand a shorter notice period.

• You will be deemed to have agreed to any amendments to these Terms and Conditions not referred to in section 24 either through continued use of the Relendex Platform or by bidding for a new Loan or Loan Part, in each case once the amended Terms and Conditions take effect.

• If you do not agree with any changes that we make to these Terms and Conditions, you can close your Relendex Investor Account by contacting us by email or by telephone, details of which can be found on the Relendex Website. By continuing to use the Relendex Platform after any changes to these Terms and Conditions, you accept to be bound by the updated Terms and Conditions.

• If you notify us that you wish to close your Relendex Investor Account but have a Loan or Loan Parts outstanding, you authorise us to immediately transfer these to other Investors by selling them as described in section 6. On the sale of your last Loan or Loan Part, we will remit the funds in your Relendex Investor Account, less any fees which may be owed to us as Agent or the Security Trustee, to your nominated bank account and then close your Relendex Investor Account. If there are no Investors willing to purchase your Loan or Loan Part at such time, you will need to wait until the agreement in respect of such Loan or Loan Part is no longer in force.

29. Other Important Terms

• Where Relendex or the Security Trustee (as applicable) instructs a valuer (a “Valuer”) to prepare a valuation report, whether under sections 4, 14 or 17 otherwise in respect of any provision of these Terms and Conditions (such valuation being a “Valuation”), each Investor irrevocably assigns all of its legal rights in relation to such Valuation (including any claim against the Valuer in respect of such Valuation (a “Claim”)) to Relendex as Agent. Should grounds for a Claim arise, Relendex, as Agent, may bring such a Claim where, in its sole discretion (acting reasonably), it determines that it would be in the best interests of the Investors as a whole to do so. For the avoidance of doubt, each Investor shall retain all beneficial rights in respect of such Valuation, including any monies recovered by the Agent or the Security Trustee (as applicable) arising out of or in connection with such Valuation, and any such monies shall be held by the Agent or the Security Trustee (as applicable) for the account of each relevant Investor in accordance with these Terms and Conditions and/or the Security Trust Deed (as applicable).

• If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect.

• All disclaimers, indemnities and exclusions in these Terms and Conditions shall survive termination of the agreement between us for any reason.

• We may, in whole or in part, release, compound, compromise, waive or postpone, in our absolute discretion, any liability owed to us or right granted to us in these Terms and Conditions without in any way prejudicing or affecting our rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.

• No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.

• These Terms and Conditions set out the entire agreement between you and us with respect to your use of the Relendex Website and the services provided via the website and supersede any and all representations, communications and prior agreements (written or oral) made by you or us.

• Relendex may exercise any of its rights under these Terms and Conditions by itself or through a Recoveries Agent or any company or other legal entity which may be under the control or ownership of Relendex or not (including, without limitation, the Security Trustee).

• These Terms and Conditions are governed by English law. In the event of any matter or dispute arising out of or in connection with these Terms and Conditions, you and we irrevocably and unconditionally submit to the non-exclusive jurisdiction of the English courts.

30. Definitions and Interpretation

• The definitions and rules of interpretation in this section 30 apply in these Terms and Conditions unless the context otherwise requires.

• Definitions:

“Accepted Bid” means a Bid which has been accepted by us (and the terms “Accepted” and “Acceptance” shall be construed accordingly);

“Active Bid” means a Bid which has been made and which has not (a) expired (b) been withdrawn in accordance with these Terms and Conditions, or (c) been rejected by us in writing or (d) become an Accepted Bid;

“Agent” means Relendex Limited in its capacity as operator of the Relendex Platform and as the facility agent;

“Auction” means the process described in section 4 by which Relendex will seek to find Investors willing to fund Loans to Borrowers;

“Auction Particulars” means the information and documents in relation to the Borrower, the Property and any other assets to be provided as Security by the Borrower and the proposed Loan which are available for review on the Borrower Requirement Pages of the Relendex Website or for live Auctions via the Relendex Resale Marketplace as referred to in section 4.1;

“Auction Period” means the period, specified in the Auction Particulars, during which Bids may be made (as such period may be extended or curtailed by Relendex in accordance with section 4.7);

“Bid” means an offer by you to participate in a Facility by way of a Loan Part;

“Bid Reserve Account” means an account which will be credited with the amount of a Bid at the time a Investor makes any such Bid pending the outcome of the relevant Auction with such balance being re-credited to the Investor’s Relendex Investor Account if the Bid is unsuccessful or for any other reason the relevant Loan is not made;

“Borrower” means the person to whom Investors may lend or has loaned money under a Loan Facility Agreement and which is the subject of any particular Auction Particulars;

“Borrower’s Interest Rate” means the interest rate payable by the Borrower pursuant to the relevant Loan Facility Agreement from time to time;

“Borrower Requirement” means the maximum amount which a Borrower wishes to borrow under a Facility, as specified in the corresponding Auction Particulars;

“Business Day” means a day (other than a Saturday or a Sunday) on which commercial banks are generally open for normal banking business in London and on which deposits are dealt with on the London Interbank Market;

“Client Bank Account” means a separately-designated bank account maintained by Relendex with NatWest Bank plc in the UK;

“Default” means an Event of Default has occurred, as defined in the Loan Facility Agreement, and which, in the opinion of Relendex, is incapable of being remedied within an acceptable period of time, the Borrower has been notified in writing by Relendex that an Event of Default has occurred and the Default Rate will be charged on the Loan.

“Default Additional Rate” means in relation to any Loan or, as the case may be Tranche, the difference between the relevant Default Rate and the rate of interest which applied to such Loan or, as the case maybe Tranche, in the absence of any default;

“Default Additional Rate Interest” means in relation to any Loan or, as the case may be Tranche, interest which has accrued at the Default Additional Rate;

“Default Rate” means the rate of interest payable by the Borrower on overdue sums or where the Borrower is otherwise in default pursuant to the Loan Facility Agreement;

“Default Service Fee Rate” means the rate at which the Service Fee will be charged in relation to (and deducted from) Default Rate Interest being the rate which is 50% of the Default Additional Rate;

“Default Service Fee” means in relation to any Loan or, as the case may be, Tranche, that part of the Default Interest to be treated as Service Fee and which has accrued at Default Service Fee Rate;

“Discharged Rights and Obligations” has the meaning given in section 6;

“Existing Investor” has the meaning given in section 6;

“Facility” means a loan facility made or to be made available by a Investor or Investors to a Borrower in accordance with the relevant Loan Facility Agreement;

“Facility Interest” means interest payable by the Borrower at the relevant Facility Interest Rate pursuant to the relevant Loan Facility Agreement;

“Facility’s Interest Rate” means the interest rate payable by the Borrower pursuant to the relevant Loan Facility Agreement from time to time;

“Facility Service Fee” means the “Service Fee” payable by the Borrower pursuant to and at the rate set out in the Loan Facility Agreement;

“Finance Documents” means the documents referred to and defined as “Finance Documents” in a Loan Facility Agreement and “Finance Document” means any of them;

“Fully Funded” means, in relation to any Loan Request, that relevant Borrower has received and accepted bids which in aggregate fund in full the relevant Borrower’s Borrower Requirement (and the expression “Fully Fund” shall be construed accordingly);

“Group” means, in relation to any person which is a body corporate, that person together with any person which is associated with it in accordance with section 1261 of the Companies Act 2006;

“Key Contract Terms” means, in relation to any Facility, any terms in relation to that facility (other than the interest rate payable by the Borrower) which are not set out in the Finance Documents but which are specified in the Auction Particulars in respect of the relevant Ultimate Borrower;

“Investor” means persons which agree to lend via the Relendex Website;

“Investor’s Proportion” means, in relation to any Loan Facility Agreement, the proportion which any Investor’s Loan Part bears to the amount of the Loan (or if the Loan has been segmented into Tranches, to the amount of the relevant Tranches);

“Loan” means the principal amount of the Loan made or to be made by Investors to the Borrower under the Loan Facility Agreement or (as the context requires) the principal amount outstanding for the time being of that Loan;

“Loan Facility Agreement” means the facility agreement relating to the provision of a Loan facility to the Borrower in the form included within the Auction Particulars (which may be included in draft form only and subject to further negotiation) which has been or is to be entered into by certain Investors (acting by their agent, Relendex), Relendex as Agent and the Security Trustee;

“Loan Part” means, in relation to an agreed portion of the Facility (or, once drawn, the Loan), an Investor’s rights, benefits and obligations under and in relation to the Loan Facility Agreement and the Facility (or, once drawn, the Loan) relating to the such portion of the Facility (or, once drawn, the Loan) the amount of such portion to be set out in the relevant Loan Facility Agreement;

“Loan Request” means a request by a Borrower to borrow monies from Investors, on terms set out in the Auction Particulars;

“New Investor” has the meaning given in section 6;

“Notice of Drawing” means a notice issued by the relevant Borrower under the Loan Facility Agreement requesting the Facility to be made available to it;

“Obligor” means the Borrower or any other person providing Security or a guarantee pursuant to a Finance Document;

“Parallel Investor” means each of the Investors, other than the Investor, who participates in any Facility alongside the Investor by lending money to a Borrower as part of the Facility;

“Post-Auction Period” means the period of time, which unless otherwise specified in the Auction Particulars shall be 48 hours after the relevant Borrower is notified that the proposed Loan has become Fully Funded by Active Bids, during which the relevant Borrower may by notice to Relendex elect not to accept the Facility to which the relevant Auction relates;

“Prepayment Fee” means the prepayment fee as defined in any Loan Facility Agreement;

“Property” means real property being an interest in land or real estate, inclusive of any and all amendments, additions or improvements on it, as well as cash deposits, shares, bonds, other financial instruments or personal property. And may also include any relevant asset or assets owned by a Borrower specifically pledged as Security for a Loan or Borrower assets which support a Borrower’s personal guarantee.’

“Property Adviser” means such reputable agent as Relendex or the Security Trustee under Relendex’s instructions may in its absolute discretion appoint to provide advice in relation to the property provided by a Borrower (or offered by a prospective Borrower) as Security for any Loan;

“Recoveries Agent” means such person, Administrator, insolvency practitioner, receiver or manager as Relendex in its absolute discretion or the Security Trustee at Relendex’s instruction may appoint to (i) advise in respect of any Facility, the relevant Finance Documents and any asset over which Security is taken pursuant to the Finance Documents, in accordance with the Loan Facility Agreement, or (ii) effect the realisation or disposal of any asset over which Security is taken;

“Relendex Investor Account” means an approved numbered account operated by a Investor on the Relendex Website containing details of cash balances, bids and Loan Parts;

“Relendex Resale Marketplace” means the Relendex Resale Marketplace at www.relendex.com/marketplace ;

“Relendex Website” means the website operated by Relendex at www.relendex.com  and includes the sub-domain https://trading.relendex.com ;

“Secondary Liquidity Service” means a mechanism to enable Existing Investors to sell unimpaired Loan Parts at a discount to their nominal value in order to achieve liquidity.

“Senior A Ranking Tranche” has the meaning given to it in section 3;

“Senior A Ranking Tranche Investor” means the Investor under a Loan Part which forms part of the Senior Ranking Tranche in any Loan;

“Senior B Ranking Tranche” has the meaning given to it in section 3;

“Senior B Ranking Tranche Investor” means the Investor under a Loan Part which forms part of the Senior B Ranking Tranche in any Loan;

“Senior C Ranking Tranche” has the meaning given to it in section 3;

“Senior C Ranking Tranche Investor” means the Investor under a Loan Part which forms part of the Senior C Ranking Tranche in any Loan;

“Security” means any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment, security, interest, title retention or any or other security interest securing any obligation of any person, or any other agreement or arrangement having a similar effect to secure the fulfilment of an obligation or a debt;

“Security Trustee” means Relendex Security Trustees Limited (company number 09743657) or such other entity (related to Relendex or an external professional security trustee) which is appointed to act in the capacity of security trustee in relation to Security provided by Borrowers to support Loans from time to time;

“Security Trust Deed” means a trust deed entered into or to be entered into by the Security Trustee declaring itself trustee of Security held by it for and on behalf of itself, Relendex and relevant Investors from time to time;

“Service Fee” means that part of the interest payable by the Borrower which is payable to Relendex (for its own account) at the rate set out in the Loan Facility Agreement and which may be allocated different rates as part of any segmentation of the Loan into Tranches;

“Sterling and £” means the lawful currency for the time being of the UK;

“Tax” includes all present and future taxes, levies, imposts, duties, fees, charges or withholdings of whatever nature and wherever levied, charged or assessed, together with any interest thereon and any fines, surcharge or penalties in respect thereof;

“Tranche” has the meaning given to it in section 3;

“Tranche Interest” means interest allocated and applied by Relendex in relation to a particular Tranche on the basis of the relevant Tranche Rate;

“Tranche Interest Rate” means the interest rate attributed to any Tranche by Relendex and set out in the Auction Particulars for the relevant Loan; and

“Tranche Service Fee” means the rate of the “Service Fee” attributed to any Tranche by Relendex and set out in the Auction Particulars for the relevant Loan Part.

31. Interpretation

• In these Terms and Conditions:

1. neither the section headings nor the relative order of the sections shall affect the interpretation of these terms and conditions;
2. reference to a person shall include a reference to an individual, firm, company, corporation, unincorporated body of persons, or any state or any agency of any person;
3. reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force for the time being, taking account of any amendment or re-enactment or extension and includes any former statute, statutory provision or subordinate legislation which it amends or re-enacts;
4. reference to writing or written includes faxes but (save where otherwise expressly provided) or e-mail;
5. reference to these Terms and Conditions (or any provision of them) or any other document shall be construed as a reference to these Terms and Conditions, that provision or that document as it is in force for the time being and as amended, varied, supplemented or replaced in accordance with its terms or the agreement of the relevant parties;
6. reference to an amendment includes a re-enactment, supplement or variation (and amended shall be construed accordingly);
7. reference to an authorisation includes an approval, authorisation, consent, exemption, filing, licence, notarisation, registration and resolution;
8. references to sections are to the sections of these Terms and Conditions; and
9. the words “including” and “include” shall be deemed followed by the words “without limitation”.