Retail Money Market Limited (the “Company” or “RateSetter” ) is a limited liability company registered in England and Wales, number 7075792. Our registered office address is 55 Bishopsgate, London, EC2N 3AS.
The Company is authorised and regulated by the Financial Conduct Authority (FCA). The Company holds an Interim Permission from the FCA with the reference number: 633741. The Company is also registered with the Information Commissioner’s Office under registration number Z2083390 and is a member of CIFAS.
We provide an exchange (the “Exchange” ) via www.ratesetter.com.
(the “Website” ) for lending transactions conducted between (i) our customers and (ii) our customers and third party borrowers. In these terms and conditions, where the context requires, the term “customers” shall include such borrowers. We provide our customers with a facility for the placing of loans with each other (the “RateSetter Services” ) and a number of markets which will vary by loan term (the “Markets” ). In return for the RateSetter Services borrowers pay a commission. As from 14 April 2014 there will be no commission payable by a lender to RateSetter on contracts created on or after that date.
RateSetter and the RateSetter logo are trade marks of the Company.
In these terms and conditions, as they may be amended from time to time ( “Terms & Conditions” ) references to “we”, “us”, “our” and any similar expression shall include the Company and (to the extent required where these terms are incorporated by reference in any other agreement) any subsidiary of the Company. Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and words denoting persons shall include bodies corporate and unincorporated, associations, partnerships and individuals.
These Terms & Conditions are entered into between us and the customer ( “you” ).
By agreeing to these Terms & Conditions and/or by continued use of the Exchange, you are bound by the entirety of these Terms & Conditions and any other document that is incorporated by reference into these Terms & Conditions. If there is any inconsistency between these Terms & Conditions and any document incorporated by reference, these Terms & Conditions will prevail.
We may make changes to these Terms & Conditions from time to time and will take steps to bring any such changes to your attention (such as by placing a notice of the change on a prominent position on the Website, together with the changed Terms & Conditions). It is your responsibility to check these Terms & Conditions from time to time to ensure that you agree with them, and your continued use of the Exchange after any change to these Terms & Conditions will be
deemed to be your acceptance of the change. If we make a change to these Terms & Conditions between the time you make an offer to lend or borrow through the Exchange and the time that offer is accepted, the offer and any loan made further to it will be subject to these Terms & Conditions as they were before we made that change.
You represent and warrant the following to us:
If you are a borrower, the following will apply to you, and if you are a lender you consent to sections 10(5) and (9):
Communications and notices to be given under these Terms & Conditions (other than those exchanges of information occurring in the normal
operation of the site) should be sent to us in the manner prescribed in the Contact Us page.
In the event that any provision of these Terms & Conditions is deemed by any competent authority to be unenforceable or invalid, the relevant provision shall be modified to allow it to be enforced in line with
the intention of the original text to the fullest extent permitted by applicable law. The validity and enforceability of the remaining provisions of these Terms & Conditions shall not be affected.
RATESETTER TERMS AND CONDITIONS
giffgaff borrowers and lenders
Retail Money Market Limited (the "Company" or "RateSetter") is a limited liability company registered in England and Wales, number 7075792. Our registered offices are at 55 Bishopsgate, London, EC2N 3AS.
The Company is authorised and regulated by the Financial Conduct Authority (FCA). The Company holds an Interim Permission from the FCA with the reference number 633741 and is also registered with the Information Commissioner's Office under registration number Z2083390 and is a member of CIFAS.
We provide an exchange (the "Exchange") via www.ratesetter.com and www.peer2peer.giffgaff.com (the "Website") for lending transactions conducted between (i) our customers and (ii) our customers and third party borrowers. In these terms and conditions, where the context requires, the term "customers" shall include such borrowers. We provide our customers with a facility for the placing of loans with each other (the "RateSetter Services") and a number of markets which will vary by loan term (the "Markets"). In return for the RateSetter Services borrowers pay a commission. As from 14 April 2014 there will be no commission payable by a lender to RateSetter to contracts created on or after that date.
We provide an exchange (the "Exchange") via www.ratesetter.com and www.peer2peer.giffgaff.com (the "Website") for lending transactions conducted between (i) our customers and (ii) our customers and third party borrowers. In these terms and conditions, where the context requires, the term "customers" shall include such borrowers. We do not provide loans ourselves, but we provide our customers with a facility for the placing of loans with each other (the "RateSetter Services") and a number of markets which will vary by loan term (the "Markets"). In return for the RateSetter Services lenders and borrowers pay a commission. As from 14 April 2014 there will be no commission payable by a lender to RateSetter to contracts created on or after that date.
RateSetter and the RateSetter logo are trade marks of RateSetter.
In these terms and conditions, as they may be amended from time to time ("Terms & Conditions"), references to "we", "us", "our" and any similar expression shall include RateSetter and (to the extent required where these terms are incorporated by reference in any other agreement) any subsidiary of RateSetter. Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and words denoting persons shall include bodies corporate and unincorporated, associations, partnerships and individuals.
These Terms & Conditions are entered into between us and the customer ("you").
AGREEMENT (GENERAL TERMS & CONDITIONS)
1. Effect of these Terms & Conditions
By agreeing to these Terms & Conditions and/or by continued use of the Exchange, you are bound by the entirety of these Terms & Conditions and any other document that is incorporated by reference into these Terms & Conditions. If there is any inconsistency between these Terms & Conditions and any document incorporated by reference, these Terms & Conditions will prevail.
We may make changes to these Terms & Conditions from time to time and will take steps to bring any such changes to your attention (such as by placing a notice of the change on a prominent position on the Website, together with the changed Terms & Conditions). It is your responsibility to check these Terms & Conditions from time to time to ensure that you agree with them, and your continued use of the Exchange after any change to these Terms & Conditions will be deemed to be your acceptance of the change. If we make a change to these Terms & Conditions between the time you make an offer to lend or borrow through the Exchange and the time that offer is accepted, the offer and any loan made further to it will be subject to these Terms & Conditions as they were before we made that change.
2. Your Representations and Warranties
You represent and warrant the following to us:
2.1 You are 18 years of age or over and capable of taking responsibility for your own actions if you wish to lend through RateSetter or you are 21 years of age or over and capable of taking responsibility for your own actions if you wish to borrow through RateSetter.
2.2 You have a bank account in your own name with a UK bank.
2.3 You are not, and will not carry out the activities of, a credit broker.
2.4 You can enter into a legally binding agreement with us, are the person whose details you have provided in connection with your RateSetter Account and will not allow any other person to trade on your RateSetter Account.
2.5 You understand that by using the RateSetter Services you may lose money and accept that you are fully responsible for any such loss.
2.6 When you pay money into the bank account held on trust for the benefit of RateSetter's customers (the "Trust Account") you are authorised to do so. You will make such payments in good faith and will not attempt to reverse a payment made into the Trust Account or take any action which will cause such a payment to be reversed by a third party.
2.7 You undertake to use the RateSetter Services only for lending or borrowing purposes as envisaged by these Terms & Conditions.
2.8 You are not knowingly lending to or borrowing from a Connected Party through RateSetter. A Connected Party is as defined in Section 993 of the Income Tax Act 2007. A person is connected with another person if that person is the individual’s spouse, registered civil partner, relative or relative of the spouse or registered civil partner. Trustees are also deemed to be connected to settlors, and people in business partnerships are similarly connected, as are their spouses, registered civil partners and relatives. For full details please refer to section 993 of the Income Tax Act 2007 currently available to view on www.legislation.gov.uk/ukpga/2007/3/section/993.
2.9 If you are borrowing through RateSetter, the aggregate value of any transfers subject to Inheritance Tax (whether into trusts or not) that you have made in the seven years prior to the date on which you enter into any Loan Agreement does not exceed £162,500.
2.10 You will not access or use the Website except for its intended purpose and will not attempt to hack, make unauthorised alterations to or introduce any kind of malicious code to the Website or RateSetter by any means. Unless given prior approval from RateSetter or as otherwise permitted by law, you will not:
(a) reverse engineer or decompile (whether in whole or part) any software available through the Website; or
(b) make copies, modify, reproduce, transmit, alter or distribute all or any part of the Website or any material or information contained on it.
2.11 You will not disguise or interfere in any way with the IP address of the computer you are using to access the Website or otherwise take steps to prevent us from correctly identifying the actual IP address of the computer you are using whilst accessing the Website.
2.12 You agree it is your responsibility to account for any tax imposed on you as a result of placing loans through the Exchange, including on any interest or Bonuses you earn. The tax you have to pay is dependent on your individual circumstances and may be subject to change in the future. It is your responsibility to pay the correct tax on your earnings through RateSetter.
3. RateSetter Accounts
(a) Before you are able to start lending or borrowing on RateSetter, we will require you first to register with us to create your "RateSetter Account".
(b) You agree to provide accurate registration information, including your correct name, date of birth, e-mail address and current address. You agree to inform us promptly of any changes in such information.
(c) You agree to provide us with the sort code and account number of the UK bank account that you wish to use to pay money to RateSetter (your "Nominated Bank Account").
(d) 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. Please refer to section 14 for details of steps we may undertake to do this.
(e) Within the registration process you will be required to choose a login code (which must be an e-mail address) and a password.
(f) Registration will be conducted using secure server encryption.
3.2 Confirmation and passwords
(a) Upon completion of our registration process, we will:
(i) confirm by e-mail, to the address you have supplied, that your RateSetter Account is open; and
(ii) inform you of the randomly generated unique ten digit account user code (the "RateSetter Account Number") that we will use in all correspondence with you.
(b) You agree to keep your login code, password and RateSetter Account Number strictly confidential, and provide them only to us and only when requested, and you are responsible for any misuse of them. You will protect your login code, password and RateSetter Account Number in the same way as you would details of your bank account or your bank cards, and any failure to do so shall be at your sole risk and expense.
(c) You should change your password on a regular basis. Passwords should contain a mixture of upper and lower case letters and numbers and/or symbols. Passwords are case sensitive and we recommend the use of passwords that combine a combination of non obvious letters and numbers in different cases. This will help to prevent the risk of unauthorised use of your RateSetter Account.
(d) We are entitled to assume that all correspondence, orders, transfers and instructions made by reference to your login code, password or RateSetter Account Number are made by you. You agree to inform us at once by e-mail and by telephone if you believe that any of your RateSetter Account information is being misused by a person so that we may suspend your RateSetter Account.
4. Becoming a Lender
4.1 To lend you must have first placed funds into the Trust Account (the "Trust") which is held under a trust administered by Retail Money Market Limited (“RMM”). RMM is a company incorporated under the laws of England and Wales with company number 07075792. Funds contributed by you to the Trust will be held and administered on, and subject to, the terms of the Trust. RMM is the trustee of the Trust. The terms of the Trust are set out in the Trust Deed. The Trust Account will at all times be a segregated account held by one of the major UK high street banks. It is currently held by Barclays Bank plc. This ensures that should RateSetter cease to trade the money held in this account will not be considered to be part of RateSetter’s assets.
4.2 You may place funds into the Trust by bank transfer from your Nominated Bank Account or by debit card payment via a debit card linked to your Nominated Bank Account. If making a bank transfer you must include your RateSetter Account Number in the reference field.
4.3 Your lending limit is represented by your "Available to Lend" balance which will be shown on the "Your Account" page of the Website. This will be the money that you have paid into the Trust but have not yet lent via the Exchange.
5. Becoming a Borrower
5.1 TTo borrow you must first have applied for a credit rating provided by us ("Credit Rating"). Your Credit Rating will determine the amount you can borrow within each Market and the additional rate (the "Credit Rate") that you will pay on top of the rate agreed between you and the lender.
5.2 Your Credit Rate is paid into a trust managed by RateSetter which will offer the lenders protection against financial loss occurring from missed repayments and defaulted loans (the "giffgaff Provision Fund"). We will calculate the cost of paying your Credit Rate in advance. The Credit Rate will be added to your loan balance and retained before the money is disbursed to you.
5.3 To apply for a Credit Rating:
(a) you must answer the additional questions that we and/or giffgaff Limited will ask you and agree to undergo the credit checking process;
(b) details of how we may use your personal information to determine your Credit Rating are set out in section 14. In particular, in considering your application we and/or giffgaff Limited will carry out a quotation search with at least one of Equifax Limited, Experian plc or Callcredit Limited (the "Credit Reference Agencies"). Details of the initial search carried out to assist us and giffgaff Limited will be recorded by the relevant Credit Reference Agency but will not be visible to other organisations that make searches with them and it will not affect your credit score adversely. It is only when you have been offered a loan and you choose to accept the loan that the Credit Reference Agency will add details of our search and your application to your record such that it will become visible to other organisations making searches with them;
(c) giffgaff Limited and Ratesetter will use a credit scoring system when assessing your application;
(d) after we, or giffgaff Limited, have received relevant information from one or more Credit Reference Agencies we, and giffgaff Limited, will use that to help us determine your Credit Rating;
(e) after we have determined your Credit Rating we will inform you of your Credit Rate and how much you are entitled to borrow in each Market, and you will be able to make corresponding offers to borrow through RateSetter using the Exchange;
(f) if you require further information about how your data will be used by the Credit Reference Agencies it is set out here.
6. The giffgaff Provision Fund
6.1 To provide protection to the RateSetter lenders who provide loans to giffgaff borrowers, RateSetter has set up the giffgaff Provision Fund Trust (the "giffgaff Provision Fund"). This does not amount to a contract of insurance under the Financial Services and Markets Act 2000.
6.2 The giffgaff Provision Fund is not a guarantee.
6.3 This fund is a trust held on behalf of lenders by RMM (the "Provision Fund Trustee").
6.4 In the event a giffgaff borrower fails to make a repayment under a Loan Contract, the lender authorises the Company acting as its agent and on its behalf to make a claim to the giffgaff Provision Fund. At the discretion of the Provision Fund Trustee, and subject to there being sufficient funds available, the lender will be paid an amount equal to the missed payment owed to it by the giffgaff borrower, by the giffgaff Provision Fund, following which the Company on behalf of the giffgaff Provision Fund will attempt to collect the repayment from the borrower again.
6.5 In the event the lender receives payment from the giffgaff Provision Fund in accordance with 6.2, and so long as the lender has received the missed payment amount in full, the lender agrees that it no longer has any right to that missed payment or recourse against the giffgaff borrower in respect of that missed payment, and that any such right automatically transfers to the giffgaff Provision Fund in order that the giffgaff Provision Fund may seek to retrieve such an amount from the giffgaff borrower for its own account.
6.6 The lender authorises the Company acting as its agent to monitor the ongoing likelihood of the giffgaff borrower being able to repay the loan, and if in the opinion of the Company the borrower is unable, or is likely to be unable, to repay the loan the lender authorises the Company to make a claim to the giffgaff Provision Fund on its behalf for the full amount owing under the loan.
6.7 The lender has the right to make a claim to the giffgaff Provision Fund and to have that claim properly considered, although the lender has no right to the payment of any particular claim.
6.8 The giffgaff Provision Fund will consider the lender’s claim and decide whether to make a payment to the lender, and if it decides to make a payment what the value of that payment will be. The payment will not exceed 100 per cent of the claim.
6.9 If the giffgaff Provision Fund agrees to make a payment to the lender in accordance with section 6.5, including where it settles part of the claim, the lender agrees to assign the benefit of the Loan Contract to the giffgaff Provision Fund, following which the Company acting as agent on behalf of the giffgaff Provision Fund, will take action to recover the outstanding debt under the Loan Contract, and may at its discretion sub-contract any debt collection activities to the RateSetter Collector.
6.10 If the events set out in 6.9 occur, the lender agrees not to make any further claims in respect of the bad debt until authorised to do so by the giffgaff Provision Fund. If the giffgaff Provision Fund does not settle 100 per cent of the lender’s claim any sums recovered by the giffgaff Provision Fund in excess of the amount it has already paid to the lender will be owed to the lender and paid to the lender’s RateSetter Account up to a limit of 100 per cent of the lender’s claim. Any sums subsequently recovered by the lender from the giffgaff borrower (in aggregate with the amount paid by the giffgaff Provision Fund to the lender, excluding any award for interest) in excess of the total amount the lender has lent to the giffgaff borrower will be repaid to the giffgaff Provision Fund.
6.11 If the giffgaff Provision Fund does not accept the claim made to it the Loan Contract will not be assigned to the giffgaff Provision Fund and the Company acting as agent on behalf of the lender will take action to recover the outstanding debt from the borrower and may at its discretion sub-contract any debt collection activities to the RateSetter Collector.
6.12 If at any time, in the opinion of RateSetter, the giffgaff Provision Fund does not have sufficient funds to satisfy the claims arising from the loans outstanding (a "Negative Position"), and, the Negative Position is not capable of being rectified through the ordinary course of business, RateSetter may declare a Resolution Event. If a Resolution Event occurs the benefit of all Loan Contracts shall automatically be assigned to the giffgaff Provision Fund and all monies owing under the Loan Contracts (the "Assigned Funds") will be collected and pooled into the giffgaff Provision Fund for the Provision Fund Trustee to hold on trust for the lenders. Following the assignment of loans to the giffgaff Provision Fund, the Provision Fund Trustee will wait for all the loans to fully run down in order that it can collect all monies owing under the outstanding loan contracts, after which it shall distribute the Assigned Funds to lenders on a pro rata basis. In the event the initial distribution of Assigned Funds results in a balance of Assigned Funds, the Provision Fund Trustee will distribute the remaining funds pro rata to the lenders in as many stages as the Provision Fund Trustee deems necessary in order to fully distribute the Assigned Funds. In the event that there is any bad debt arising from the loans outstanding, the Company acting as agent on behalf of the giffgaff Provision Fund will take action to recover the outstanding debt, and may at its discretion sub-contract any debt collection activities to the RateSetter Collector.
6.13 Section 6.12 above comes into force and effect on 16th April 2014 and relates to loan contracts created on or after this date. In the event a Resolution Event is declared lenders with loans created before this date will be notified by RateSetter and offered the opportunity to participate.
6.14 Any money that is paid into the giffgaff Provision Fund will only be paid out:
(a) to meet lenders' claims that are made under this section 6;
(b) to giffgaff Limited or Telefónica UK Limited where such monies have been paid directly into the giffgaff Provision Fund by such party; or
(c) to giffgaff Limited, provided this occurs no sooner than (a) expiry or termination of the agreement between giffgaff Limited (or Telefónica UK Limited as the case may be) and RateSetter which governs the collaboration of these parties on providing loans to giffgaff members via www.giffgaff.com; and (b) expiry of the final loan from a lender to a giffgaff borrower.
7. Offers to Lend or Borrow
7.1 The Rate
(a) Any offer to lend or borrow that you make must refer to a Market available on RateSetter and include the rate at which you are prepared to lend or borrow. The rates in the Markets will be expressed in different terms depending on whether you wish to place an offer to lend or borrow.
(b) The rate at which you lend ( the "Lender Return") will be displayed as the annualised expected rate which assumes full reinvestment of repayments at the initial investment rate throughout the term; and, that you are not repaid early (either by the borrower, or the giffgaff Provision Fund).
(c) The rate at which you are matched with one or more borrowers (the "Interest Rate") is the agreed interest rate required to achieve the Lender Return.
(d) The rate at which you are prepared to borrow will be expressed as the annual percentage rate ( "APR") as defined under the Consumer Credit Act 1974 and ancillary legislation and will be based on the length of the term of the Market and will be made up of:
(i) the Interest Rate;
(ii) your Credit Rate; and
(iii) a Service Rate Fee and the commission due to RateSetter from giffgaff borrowers.
7.2 You appoint RateSetter as your agent:
(a) for the communication of your orders to lend or borrow;
(b) for receipt of communications of acceptance of your orders to lend or borrow;
(c) to execute on your behalf any agreements or deeds in relation to offers to lend which have been accepted by a giffgaff borrower including, without limitation, a loan contract (a "Loan Contract") documenting the terms of a loan facility;
(d) to enter into any transfer or assignment agreements (or notices in relation thereto) on your behalf in order to assign the benefit of or transfer all or part of any loans made available under a Loan Contract to either the giffgaff Provision Fund, another customer or a third party; and
(e) to acknowledge the creation of a trust over any security granted in favour of a security trustee in respect of which you are a beneficiary and to accede to the terms of any security trust arrangements in respect of such security on your behalf.
7.3 An offer to lend or borrow will be open for acceptance by our other customers on the giffgaff lending scheme, either as individuals or as combinations of individuals using the Exchange.
7.4 Borrower and Lender orders are matched first by rate and then by time. In other words, if there are multiple borrowers or lenders offering the same rate, they will be matched in order of when they placed their instruction.
7.5 You may offer to lend or borrow at a rate you select or at a better rate, which may be higher or lower, depending on whether you are lending or borrowing if that is to your advantage.
7.6 An offer to lend or borrow on RateSetter that you make will remain open for acceptance by any of our customers as set out in section 7.9 below (unless properly cancelled by you in accordance with section 9 below). You may not nominate any individual(s) to be counterparties to any of your offers to lend or borrow.
7.7 Your offer to lend or borrow may be posted on RateSetter in isolation or in combination with other offers to lend or borrow on the same Market. We will not identify you to our other customers as the originator of the offer unless required to do so by law or otherwise in accordance with the provisions of section 14 below.
7.8 You will inform us as soon as you become aware of any errors with respect to your RateSetter Account or any calculations with respect to any offer to lend or borrow you have placed. We reserve the right to remove from the Exchange any loan offers which are the subject of any error.
7.9 Your offer to lend or borrow will only be valid and open for acceptance if it is made in accordance with our Terms & Conditions. We reserve the right to refuse to post your offer on our Exchange without giving prior notice.
7.10 If we allow you to make an offer to lend or borrow and subsequently suspect that you are or were, at the time of making the offer, in breach of these Terms & Conditions, we may, at our absolute discretion, withdraw your offer and any further offers from our Exchange. We reserve the right in these circumstances, if you are a borrower, to require you to repay any outstanding loans that have been made via the Exchange ("Outstanding Loans") immediately, but if you are a lender any Outstanding Loans will continue to the end of their term.
7.11 You are entirely responsible for the information that you provide to us concerning each offer that you make. We will not enquire into the reasonableness of any offer that you may make. We will not be liable for incorrect entries made by you on www.giffgaff.com or the Website, including data input errors with respect to the amount or rate of any offer.
7.12 Once you have confirmed that you wish to place a particular offer to lend or borrow, you agree to leave the offer for that loan open for acceptance, subject to termination of the offer by us after 14 days for an offer to borrow or 30 days for an offer to lend, or removal of the offer from the Exchange for any of the reasons set out in these Terms & Conditions or your valid cancellation of the offer in accordance with section 9 below.
7.13 Once your offer to lend or borrow is accepted, you will not be able to change the terms of your offer even if you had intended to cancel your offer but failed to do so or the message to us to cancel your offer was not received and processed by us before the loan was accepted.
7.14 We may determine, at our absolute discretion, when our Exchange is open for the posting of offers for loans on any particular Market and may close the Exchange at any time at our absolute discretion.
8. Acceptance of Loans
8.1 You can obtain details of the available offers to lend and borrow by visiting the relevant Market on the Website.
8.2 In the case of an offer to lend, once your offer has been accepted you will not be given the opportunity to change the Loan Contract made by that acceptance. You will not be allowed to withdraw from that loan unless you use the Sellout function.
8.3 The "Sellout" function allows a lender to sell their Loan Contract provided there is a new lender available to match their existing Loan Contract. The Sellout function is available as an option in the lender's account.
8.4 Loan Contracts will be documented on the terms of standard form loan documentation applicable to a giffgaff-related loan of that term (a "Standard Loan Contract”).
8.5 Acceptance of an offer to lend or borrow, once received by us, will represent and confirm that:
(a) both parties agree to be bound, and will be bound, by the Loan Contract;
(b) each giffgaff borrower agrees to have his direct debit payments processed in relation to the repayment of amounts under each Loan Contract; and
(c) each lender agrees to sub-contract the collection of any missed payments due from borrowers to Vilcol of Vilcol House, Ewell Road, Surbiton KT6 6AH (or any other collection agency as may be appointed by RateSetter from time to time) (the "RateSetter Collector") in accordance with the collections procedure published on the Website from time to time.
8.6 We will attempt to match your order on your behalf with offers to lend or borrow made via www.giffgaff.com on our Exchange so that you will receive either the rate that you have requested or a better rate, which may be higher or lower, depending on whether you are lending or borrowing if that is to your advantage.
8.7 While we will attempt to ensure that offers to lend and borrow are correctly displayed and are effectively outstanding, we do not guarantee that every offer displayed as outstanding on the Website will be available for your acceptance. All or part of the offer of a loan displayed on the Website as available on the Exchange at a specific rate may be successfully cancelled or accepted by one or more other counterparties before your acceptance is processed by us. In this case, the offer to lend or borrow will be withdrawn before your acceptance of that offer is acknowledged. Your failed attempt to accept the loan formerly on offer will however be posted as a new offer available for acceptance by other customers.
8.8 We will display all accepted loans in "Your Account" on the Website.
8.9 You are able to check in "Your Account" on the Website which of your offers to lend or borrow either remain outstanding or have been accepted.
8.10 You may only accept offers to lend or borrow using our Exchange in accordance with these Terms & Conditions. Any purported acceptance made by means other than by completing the "Confirm Order" screen for the relevant loan on www.giffgaff.com or the Website will be ineffective.
8.11 In the case of an offer to borrow, once your offer has been accepted Loan Contracts will be formed between you and each of your lenders. You may be entitled to cancel each relevant Loan Contract or to repay the total amount advanced pursuant to the terms of each of your Loan Contracts in accordance with the terms of the Loan Contracts.
9. Cancellation of an Offer for a Loan
9.1 Unmatched offers to lend or borrow posted on our Exchange may be withdrawn at any time (unless and until they have been accepted) by cancelling the relevant offer for a loan in "Your Account" if you are a lender, or by calling customer services if you are a borrower.
9.2 The cancellation of an outstanding offer to lend or borrow becomes effective when your instruction to cancel is successfully received and processed by us. In the event that we do not receive and process the cancellation in good time, you acknowledge that your offer may remain outstanding and available for acceptance.
9.3 If you attempt to cancel an offer to lend or borrow that is outstanding, you may not be able to do so if any counterparty has partially or wholly accepted your offer before your cancellation request has been processed by us. In this case, your original offer, or part thereof, will be validly accepted and settled.
10. Repayment of Loans
10.1 If you are a borrower, the following will apply to you, and if you are a lender you consent to sections 10.1(e) and 10.5:
(a) You can decide to cancel your Loan Contract in accordance with the standard loan terms.
(b) If you cancel a loan as referred to in section 10.1(a) above, you will be prohibited from borrowing again for 60 days.
(c) All loans will be repaid by you to the Trust Account by monthly instalments comprising both principal and interest so that at the end of the term you have repaid the loan principal, the interest and any Charges that were due under the Loan Contract Schedule. The monthly instalments will be collected by RateSetter by direct debit.
(d) If you wish to repay or reduce the outstanding principal by more than the sum anticipated in the Repayment Schedule you may do, in accordance with the terms of your Loan Contract, by alerting us via Your Account where you can decide whether to make the payment by direct debit or by debit card. The monthly loan payments will either not be reduced so that the loan will be repaid more quickly or they will be reduced in proportion to the early repayment to ensure that the loan terminates on the same date it was expected to terminate.
(e) If a loan is part repaid early, RateSetter will endeavour to repay the lenders in the reverse chronological order that they were matched so that if there are four lenders each with £1,000 outstanding to you and you wish to repay £1,200 plus interest, the last of the four lenders from whom you have borrowed will be repaid in full, plus interest, and the penultimate lender to have lent to you will be repaid £200 plus interest.
10.2 If you miss a repayment or anticipate that you might be in a position that will lead to your missing a repayment you should contact us as soon as possible at [email protected]. We will:
(a) inform you of the procedures we will apply and your options; and
(b) tell you if your loan will be handed over to the RateSetter Collector.
10.3 You must tell RateSetter or the RateSetter Collector, as the case may be, promptly when your circumstances change in a way that may adversely impact your ability to repay the amount due under any of your Loan Contracts.
10.4 If your relationship with RateSetter or the RateSetter Collector has broken down this will be included in the information supplied to the Credit Reference Agencies. You should be aware that this may have serious consequences for your ability to get credit in the future.
10.5 As a lender, when you receive repayments you may choose to activate the function which will automatically re-lend all repayments that you have received (your "Re-Investment Options"). Your Re-Investment Options will operate by taking all repayments when they are received back and turning them into offers to lend on the basis of the parameters you have determined. You will be able to pre-determine the Market in which your money should be lent and a rate at which you would like it to be lent. The offer to lend will then be made at the best available rate in the Market and you will be informed when the offer to lend is matched. You can also choose to lend at market rate ("Market Rate") which is set once a day and is the lowest lender order after discarding a percentage by volume of all orders. Lender orders are matched first by rate and then by time.
11. ASSIGNMENTS AND TRANSFERS OF LOANS
11.1 As a lender, you authorise the Company, acting as your agent, at its discretion to enter into assignment agreements and other forms of transfer agreement in order to assign the benefit of or transfer all or part of any Loan Contract to which you are a party to the giffgaff Provision Fund, another customer or a third party at par:
(a) if there has been or (in the opinion of the Company) is reasonably likely to be a payment default by a borrower under a Loan Contract; or
(b) if you give notice to the Company that you wish to Sellout of your Loan Contract; or
(c) if a Resolution Event has occurred.
11.2 When you make an offer to lend you may be assigned all or part of a loan which is shorter than the term of the market you have lent through which could result in your investment being repaid early. This event can occur as a result of you being assigned all or part of a loan an existing lender has sold out of. If this happens RateSetter will reinvest the sum paid back to you in accordance with the Re-Investment settings you have selected in your Account.
11.3 When you make an offer to lend you may be assigned all or part of a loan which is longer than the market term you have lent through and you appoint the Company as your agent to enter into any transfer or assignment agreement on your behalf in order to assign the benefit of all or transfer all or part of the loan at the end of the period you have offered to lend for, however, the ability of the Company to do this will be subject to there being funds available in the RateSetter markets to replace your Loan Contract. If there are insufficient funds available in the RateSetter markets then your money will continue to be lent and will be returned to you as the borrower repays their Loan.
12. Use of the RateSetter Services
12.1 We provide our customers with the following help facilities:
(a) by e-mail; and
(b) by telephone on 020 3142 6226.
However, you are responsible for understanding the contents and operation of these Terms & Conditions and of our Exchange. We reserve the right to change the format of the RateSetter Services we offer in order to enhance the RateSetter Services and we reserve the right to record ALL telephone calls to RateSetter and to monitor all information relating to lending on customers’ accounts, for which purposes you consent in accordance with the requirements of the Regulation of Investigatory Powers Act 2000.
12.2 You agree not to:
(a) register at RateSetter (whether via the giffgaff Member Lending Scheme or any other route) more than once; register at RateSetter on behalf of an individual other than yourself; or register at RateSetter on behalf of any entity without that entity's prior written authorisation;
(b) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity; use or attempt to use another's Account, service or system without authorisation from us; or create a false identity on the Exchange;
(c) solicit personal information from anyone under 21 or solicit passwords or personally identifying information for commercial or unlawful purposes;
(d) transact on the Exchange on the basis of any change (other than a change agreed with RateSetter) to this Agreement, the Loan Contract or any other terms or conditions contained on the Website.
13. RateSetter's Charges
13.1 We provide you with a platform which enables you to lend or borrow, in consideration of which we will be paid a commission and may levy other payment from time to time (together, "Charges").
13.2 As from 14 April 2014 there will be no commission payable by a lender to RateSetter on contracts created on or after that date.
13.3 The commission payable by a borrower to RateSetter may vary from Market to Market and will be clearly set out at the point that each borrower makes their offer to borrow. The commission charged on a Market will be stated in the terms for the particular Market and RateSetter reserves the right to amend these from time to time.
13.4 If you are a giffgaff borrower, the Charges payable will be added to your loan and paid back over the course of the loan.
13.5 We will calculate the Charges you owe us and notify the Trustee accordingly. Upon the Trustee deducting any amount you owe us from your share in the Trust assets and holding such amount on trust for us, your obligation to pay us this amount shall be discharged. The Charges will be deducted by the Trustee from the funds you have paid into the Trust and will be paid to us.
13.6 Any Charges owed to us will be rounded to the nearest two decimal places. If the amount ends in 0.5 it will be rounded up.
13.7 If you are late in making payment, RateSetter will initially attempt to make contact with you and resolve the matter without involving the RateSetter Collector. During this period, you agree to RateSetter re-presenting the direct debit which we will have already set up to take your monthly payments and if that fails we will send you a letter (the "Notice Letter") informing you that your account will be passed to the RateSetter collector. If we have not resolved the issue prior to our sending you the Notice Letter there will be a £10 charge (the "Late Charge") payable by you. If the account is passed to the RateSetter Collector the Late Charge will be added to the sums that they are seeking to recover from you.
13.8 If your account is passed to the RateSetter Collector they will add their fee to the overdue sum. The total of the principal, the Late Charge, any unpaid interest, any unpaid Credit Rate and the RateSetter Collector's fee will be payable by you.
13.9 The RateSetter Collector's fees will be £25 plus 25 per cent plus VAT after the loan has been put into default. Further fees may be added to your debt if any of the following services are required: field agent collections; tracing; debt counselling or litigation.
13.10 When you choose to use the Sellout process to exit your loans RateSetter will determine how much is due to you by carrying out the following process:
a. RateSetter will work out how long your money has been on loan.
b. RateSetter will work out what the longest term was available to you at the time you initially lent the money that would have been completed by the time you elect to Sellout.
c. RateSetter will then determine the difference between the interest you have earned (as defined by (a) above) and what the interest would have been due to you had it been lent out at the rate available in the term that would have been determined by (b) above. This difference will be called the Return Fee and will be deducted from the amount that is due to be repaid to you.
d. RateSetter will then determine whether the Return Fee is greater than 0.25 per cent of the capital due to be repaid, if it is then no further fees are due, if it is not then an additional Admin Fee will be charged to you to make the total of the Return and Admin Fee 0.25 per cent.
e. RateSetter will then determine whether the Lender who is going to be assigned your interest in the Loan Contract is willing to do so at a higher or a lower interest rate than you are receiving. If the required interest rate is lower than you are receiving there will be a surplus accruing in the future which will accrue to RateSetter’s benefit; if the required interest rate is higher than you are receiving then RateSetter will calculate the liability for the outstanding period of the Loan and will deduct that sum (the “Assignment Fee”) from the capital due back to you to supplement the income the incoming Lender will require to enable them to be assigned the Loan Contract.
f. All fees and the appropriate capital and interest due to you will then be displayed clearly on the Website.
g. RateSetter will then return the appropriate capital and interest due to you within the time frame outlined on the Website when you elect to proceed with the Sellout.
14. Use of Personal Information
14.1 We may use your personal information to provide the RateSetter Services; to manage your Account and keep you informed about your lending or borrowing via www.giffgaff.com and the Website; to assess lending risks; to trace debtors and recover debt; to identify, prevent, detect or tackle fraud, money laundering and other crime; to carry out regulatory checks; to calculate, collect and make payments of loans, interest and other sums described in these Terms & Conditions, including the Credit Rate; to identify which of our, or others’, products might interest you and inform you about them; and for statistical analysis and market research. In this section 14, "personal information" means any information relating to any person.
14.2 We may also disclose your personal information:
(a) to giffgaff Limited, our agents and subcontractors, acting for us or for lenders, for any of the purposes described in clause 14.1 above;
(b) to law enforcement agencies and fraud prevention agencies for the purposes of identifying, preventing, detecting or tackling fraud, money laundering and other crime;
(c) to Credit Reference Agencies for the purposes of assessing lending risks;
(d) to debt recovery agencies for the tracing of debtors and recovery of debt;
(e) to a reputable, licensed credit broker or a reputable, licensed lender in the event that you apply to borrow money at RateSetter, your application is declined or the loan monies are otherwise unavailable and we believe that the credit broker or lender may be able to help you obtain a loan;
(f) to trace debtors and recover debt;
(g) to meet our obligations to any relevant regulatory authority or taxing authority; and
(h) if we have to by law or it is in the public interest.
14.3 Please contact us at [email protected] if you want to receive details of the relevant fraud prevention agencies.
14.4 In the course of generating and managing your Loan Contracts, and operating "Your Account", the Exchange and/or the Website, we may also send to lenders and their assignees, or to borrowers, as the case may be, certain transactional data (for example, RateSetter Account Number, loan amount and repayment details) but not your full name, post code address or payment details.
14.5 Without limiting any of the above, if you give us false or inaccurate personal information, and we identify fraud, we will record this with fraud prevention agencies and may inform law enforcement agencies. We and other organisations (including law enforcement agencies) may use, search and access these records from the UK and other countries (e.g. offshore operations of UK businesses) to prevent fraud and money laundering, for example, when:
(a) checking details on applications for credit and credit related or other facilities and managing credit and credit related or other facilities;
(b) checking details on proposals and claims for all types of insurance;
(c) recovering debt;
(d) check your identity to prevent money laundering; and
(e) checking details of job applicants and employees.
14.6 We and other organisations may access and use from other countries the information recorded by credit reference and fraud prevention agencies for the purposes of assessing lending risks and identifying, preventing, detecting or tackling fraud, money laundering and other crime.
14.7 Any Credit Reference Agency that is searched as a result of your use of RateSetter will keep a record of any search, and other lenders may use it to assess applications they receive from you in the future.
14.8 As a general rule, we will give you at least 28 days notice if we decide to file a default on your credit reference file. However, we may not always give you notice beforehand, for example, if we plan to take court action.
14.9 We may transfer your personal information abroad to countries whose data protection laws are less strict, and less protective of your rights, than in the UK.
14.10 By submitting personal information to RateSetter, you agree that it may be used in all the ways described above. We will not be liable for any use or misuse of your personal data by others, but you agree to inform us promptly of any misuse of the Exchange or the Website of which you are aware.
14.11 Under the Data Protection Act 1998, you have a right to access certain personal records we hold about you. This is called a "subject access request", which you can make by writing to us at [email protected]. A fee may be payable, but we will not charge you until we have told you how much the fee is and what it is for, and you have told us you still want to proceed.
14.12 We do not disclose your Personal Information to any other RateSetter customers unless it is necessary to enforce any of your Loan Contracts to obtain repayment. If you receive such information, you agree not to use it, other than in communications with us about your Loan Contracts.
15. Communications and Notices
Communications and notices to be given under these Terms & Conditions (other than those exchanges of information occurring in the normal operation of the site) should be sent to us in the manner prescribed in the Contact Us page.
(a) You agree to indemnify and hold each other RateSetter customer, us and our associated companies, affiliates, officers, directors, agents and employees harmless from any liabilities, claims, losses or demands arising out of your fraud.
(b) Without prejudice to the above, you also agree to indemnify and hold each other RateSetter customer, us and our associated companies, affiliates, officers, directors, agents and employees harmless from any liabilities, claims, losses or demands arising out of:
(i) any falsehood or inaccuracy contained in any information you provide us; or
(ii) another person trading on your RateSetter Account (whether or not authorised by you), except where it is our fault that they have done so.
16.2 Limitation of liability
(a) Nothing in these Terms & Conditions will exclude or limit our liability for fraud (including fraudulent misrepresentation or concealment) or any other liability which we cannot lawfully exclude or limit (including our liability with respect to death and personal injury resulting from our negligence, or that of our employees, agents or subcontractors). The remainder of this section 16 will be construed accordingly.
(b) We will not be liable to you for any:
(i) loss of operations, loss of data, loss of contracts, loss of market share and/or loss of goodwill;
(ii) increased costs and/or expenses; and/or
(iii) any type of special, indirect or consequential loss,
in each case, including such loss or damage suffered by you as a result of any action brought by a third party, and even if such loss was reasonably foreseeable.
(c) We will not be liable to you for any loss of profits other than (and subject to the other provisions of this section 16) any loss of interest which a borrower has agreed to pay you on a loan and which you suffer as a result of our negligence or breach of these Terms & Conditions.
(d) We will not be liable to you for any loss that you may incur as a result, and to the extent, of your fraud, breach of these Terms & Conditions or negligence, or any misuse of your password unless that misuse results from our negligence or breach of these Terms & Conditions.
(e) we will have no liability for not confirming that your RateSetter Account is open or providing you with an Identifier when you open your account;
(f) we will have no liability for not exercising reasonable skill and care in determining your Credit Rating;
(g) our liability for not exercising reasonable skill and care in determining the Credit Rating of someone to whom you lend money through RateSetter will be limited to the amount lent
(h) our liability for providing inaccurate information to any Credit Reference Agency will be limited to the amount lent
(i) our liability for providing inaccurate information to any law enforcement or fraud prevention agency will be unlimited
(j) we will have no liability for not displaying on the Website, for withdrawing or for not matching with any prospective lender or borrower, any offer to lend or borrow which you submit to us;
(k) we will have no liability for not matching any offer you make to lend or borrow;
(l) our liability for failing to pay any sum properly due to you will be limited to that sum;
(m) our liability for charging you an incorrectly large Charge will be limited to the excess over the amount we should have charged; and
(n) our liability for any breach of section 14 or the Data Protection Act 1998 will be unlimited.
16.3 We will not be liable for any loss or damage that you may suffer because of any: act of God; power cut; trade or labour dispute, act, failure or omission of any government or authority; obstruction or failure of telecommunication services; or any other delay or failure caused by a third party. In such an event, we reserve the right to cancel or suspend our services without incurring any liability.
16.4 We will not be liable for any loss or damage that you may suffer because of any negligence or failure to perform by any other person who is party to Terms & Conditions equivalent to these Terms & Conditions (as they may be amended from time to time).
16.5 Right of set-off
We may at any time, without notice to you, set off any liability owed to us or to our customers by you, including (without limitation) in relation to any RateSetter account in your name or which we believe to be under your control; against any funds held in another RateSetter account in your name or which we believe to be under your control.
16.6 Intellectual property
(a) RateSetter and the RateSetter logo are trade marks of Retail Money Market Limited. Retail Money Market Limited is the sole owner of the same. You will not make any unauthorised use of the RateSetter trade marks and any unauthorised use may result in prosecution.
(b) www.ratesetter.com is the uniform resource locator ("URL") of our Company. You will not make any use of this URL (or any other URL owned by us) on another website or digital platform without our prior written consent.
(c) You agree to assign to RateSetter any intellectual property rights (including copyright) in any loans placed by you on the Exchange. RateSetter owns all rights in any price data and related content on the Exchange. Your registration and use of our Exchange confers no rights whatsoever to the content and related intellectual property rights contained in our Exchange. You agree not to monitor, use or copy our web pages or any content on the Exchange, including without limitation any price data. Any unauthorised use or reproduction may be prosecuted.
(d) Any data licensed to RateSetter from third parties is provided for use on the Website only and may not be used for any commercial purposes without the consent of such third parties.
You may not assign any part of this Agreement without RateSetter's written consent.
16.8 Exchange Access
(a) These Terms & Conditions apply to you, through whatever means you access the Exchange.
(b) You agree to accept any other RateSetter terms and conditions giving you access to the Exchange, including those relating to any RateSetter mobile telephone application or for a licence to a RateSetter Application Programming Interface ("API"). Any such terms and conditions are incorporated by reference into these Terms & Conditions.
In the event that any provision of these Terms & Conditions is deemed by any competent authority to be unenforceable or invalid, the relevant provision shall be modified to allow it to be enforced in line with the intention of the original text to the fullest extent permitted by applicable law. The validity and enforceability of the remaining provisions of these Terms & Conditions shall not be affected.
18. Dispute Resolution
18.1 If you want to make a complaint about RateSetter you can e-mail [email protected], with brief details of your complaint and your RateSetter Account Number. Our customer service staff will acknowledge your complaint by e-mail within three working days. They will then investigate and send you an initial response, having had access to an officer with the authority to settle the complaint (including, where appropriate, an offer of redress). Where appropriate, the member of staff investigating the complaint will not be any staff member who was directly involved in the subject matter of the complaint. This should take no longer than five business days, but most complaints may well be resolved by close of business on the business day after the complaint is received. If the complaint is not resolved by close of business on the business day after the complaint is received, we will send you a copy of this complaints handling procedure. If you are not satisfied by our response, email [email protected] and your complaint will be escalated to the Customer Services Manager, who will respond by e-mail within a further five business days.
18.2 Within four weeks after receiving a complaint, we will send you either a final response or a response which explains why we are not in a position to resolve the complaint and indicates when we will make further contact. If you feel we haven’t resolved your complaint to your satisfaction, you have the right to complain to the Financial Ombudsman Service at South Quay Plaza, 183 Marsh Wall, London, E14 9SR. Consumer helpline: 0800 0234 567 (from a landline) 0300 123 9123 (from a mobile).
19.1 These Terms & Conditions are governed by the laws of England and Wales.
19.2 The courts of England and Wales have exclusive jurisdiction in relation to all disputes under these Terms & Conditions.
19.3 The Contracts (Rights of Third Parties) Act 1999 does not apply to these Terms & Conditions save in respect of section 16 above and insofar as it does apply the terms of these Terms & Conditions may be varied without the consent of any counterparties to any Loans Contracts.
19.4 These Terms & Conditions may in due course be prepared in various languages other than English for reference only. In the event of any differences between the English version of the Terms & Conditions (accessible from the homepage of www.ratesetter.com and any non-English version, the English version shall prevail.
19.5 You agree that all documents that we are entitled to send you electronically may be delivered to you at Your Account. Any notices we give you shall be given in writing via the Website to Your Account. You will also receive by e-mail to your e-mail address specified in Your Account from time to time a prompt to refer to Your Account.
19.6 The records kept by us shall be conclusive of the facts and matters they purport to record.
19.7 RateSetter are permitted to make annual statements available to you electronically and reserve the right to charge an administration fee of £20 for a paper copy of such statements or for statements covering a period for which RateSetter would not normally provide a statement.
19.8 Save in the case of fraud, these Terms & Conditions, and the terms expressly incorporated into them, constitute the entire and only agreement between us and you with regards to their subject matter and you confirm that you have not been induced to enter into these Terms & Conditions in reliance upon, nor have you been given, any condition, warranty (including in particular any warranty as to merchantability, fitness for purpose or uninterrupted functionality), representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in these Terms & Conditions and, to the extent that you have been, you unconditionally and irrevocably waive any claims, rights or remedies which you might otherwise have had in relation thereto.
19.9 No failure or delay by you or us to exercise any rights under these Terms & Conditions shall operate as a waiver thereof and no single or partial exercise of any such right shall prevent any other or further exercise of that or any other right.
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Here's where you can view, select and compare previously matched market rates on RateSetter. Also, check out our default and coverage ratios and see a guide to matched volumes over time.