Investor Terms and Conditions

Relendex - Terms and Conditions for investing in Loans On the Relendex Platform

Updated 28/08/2025

These Terms and Conditions set out:

how our investment 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.

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. Relendex is authorised and regulated by the Financial Conduct Authority - reference number 723117). 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”).

Unless otherwise specified in these Terms and Conditions (including pursuant to section 1.7) any money you invest through the Relendex Platform in Loan Parts is not covered by the Financial Services Compensation Scheme (FSCS).

Other capitalised terms and expressions used in these Terms and Conditions shall unless the context otherwise requires have the meaning set out in the Definitions & Interpretation section below.

Definitions and Interpretation

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“Active Bid” means a Bid which has been made and which has not (a) expired, (b) been withdrawn in accordance with these Terms and Conditions, (c) been rejected by us in writing or (d) become an Accepted Bid;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

“Auction” means the process described in section 5 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 Resale Marketplace as referred to in section 6;

“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 5.9);

“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 an Investor makes any such Bid pending the outcome of the relevant Auction with such balance being re-credited to the Investor's Investor Account if the Bid is unsuccessful or for any other reason the relevant Loan is not made;

“Borrower” means a sole trader or a company which undertakes property development in the UK, to whom Investors may lend or have loaned money pursuant to a Loan Facility Agreement;

“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, in relation to a Loan Facility Agreement, an Event of Default has occurred, as defined in such 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 may be, 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” means in relation to any Loan or, as the case may be, Tranche, that part of the Default Additional Rate Interest to be treated as Service Fee and which has accrued at the Default Service Fee Rate;

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

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

“Facility 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 to Relendex (for its own account) pursuant to and 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;

“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 amount set out in the relevant Borrower’s Loan Request (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 Borrower;

“Investor” means any person which agrees to lend via the Relendex Website;

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

“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 letter relating to the provision of a 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 such portion of the Facility (or, once drawn, the Loan);

“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;

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

“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 a Borrower’s 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 IFISA” means an innovative finance individual savings account under the Individual Savings Account Regulations 1998 provided by Relendex. “Relendex Website” means the website operated by Relendex at www.relendex.com and includes the sub-domain https://trading.relendex.com;

“Repayment Fee” means the fee (for the account of Relendex) defined as such in any Loan Facility Agreement;

“Resale Marketplace” means the resale marketplace permitting Investors to sell a Loan Part to another Investor;

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

“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 Document” means, in respect of a Loan, any document entered into by an Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of an Obligor under any of the relevant Finance Documents;

"Security Trustee" means Relendex Security Trustees Limited (company number 09743657) or such other entity (being a member of Relendex’s Group 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 by the Security Trustee declaring itself trustee of Security held by it for and on behalf of itself, the Agent and relevant Investors from time to time; "Senior A Ranking Tranche" has the meaning given to it in section 3;

"Senior A Tranche Investor" means the Investor under a Loan Part which forms part of the Senior A Ranking Tranche in any Loan; “Senior B Ranking Tranche" has the meaning given to it in section 3;

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

“SME Business” means a business which is wholly or predominantly headquartered or operating in the UK and having an annual turnover of less than £100m;

“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 Interest 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.

Interpretation

In these Terms and Conditions:

a) neither the section headings nor the relative order of the sections shall affect the interpretation of these terms and conditions;
b) 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;
c) 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;
d) reference to writing or written includes email but excludes faxes;
e) 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;
f) reference to an amendment includes a re-enactment, supplement or variation (and amended shall be construed accordingly);
g) reference to an authorisation includes an approval, authorisation, consent, exemption, filing, licence, notarisation, registration and resolution;
h) references to sections are to the sections of these Terms and Conditions; and
i) the words “including” and “include” shall be deemed followed by the words “without limitation”.

1. Conditions Precedent to Investing on the Relendex Platform

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

a) you must be an individual, LLP, limited company, partnership or public body;
b) 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;
c) 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); d) you must register your details (and these details are subject to our rights in section 1.4 below);
e) you must be a sophisticated individual investor who has passed the appropriateness test; an individual investor who elects to be treated as a professional investor; or a professional investor.
f) 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.

1.2 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.

1.3 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.

1.4 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 Client Bank Account or, as the case may be, Relendex IFISA account. If this remitting bank account changes you must immediately amend your 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 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.

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

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

1.7 Funds deposited in your Investor Account are held by Relendex in the Client Bank Account. If you are eligible you can also open a Relendex IFISA account and funds deposited are held in a separate segregated client bank account. References to the Client Bank Account include references to such separate segregated client bank 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 for regulatory purposes in accordance with the FCA's rules relating to client money. 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 are 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 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 the cash balance of your Investor Account will be re-credited to your Investor Account.

1.8 No interest will accrue or be credited to you in respect of cash balances 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.

2. Username and Password

2.1 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 Investor Account you will need to enter your email address and password. Your username, password and PIN are personal to your Investor Account and are not transferable.

2.2 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 will not be liable for any loss when acting on any such instruction.

2.3 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 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.

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

2.5 We reserve the right not to act on your instructions where we suspect that the person logged into your Investor Account is not you or we suspect illegal or fraudulent activity or unauthorised use. If we reasonably believe we cannot act on your instructions, we will notify you of our decision not to act on your instructions where possible.

3. The Services Provided by Relendex

3.1 Relendex's principal role is to administer the Relendex Platform for use by Investors, providing details of prospective Borrowers’ Loans which have been originated in accordance with Relendex’s credit policies; 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 discretionary investment management functions on an Investor's behalf or otherwise.

3.2 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.

3.3 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, as an Investor you must form your own opinion regarding the suitability of each investment proposition. To this extent, Relendex provides extensive supporting documentation for review by you as part of your due diligence, including current valuations, as well as a condensed executive summary contained in the Auction Particulars.

3.4 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 update or amend at any time information relating to and/or the risk band classification allocated to a Loan, but do not accept any obligation to do so.

3.5 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.

3.6 Relendex reviews all Loan applications, undertakes due diligence and negotiates term sheets with prospective Borrowers as part of any pre-Loan assessment. Loans are only approved for listing on the Relendex Platform if the loan applications meet the Relendex’s credit criteria.

3.7 Relendex may subdivide a Loan into a number of staggered drawdown 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. Each Stage of a Loan may have a Senior A Tranche, a Senior B Tranche and a Senior C Tranche, as defined below. Where a Loan has multiple Stages, all Senior A Tranches rank pari passu regardless of Stage, all Senior B Tranches rank pari passu regardless of Stage, and all Senior C Tranches rank pari passu, regardless of Stage.

3.8 Relendex may segment the Loan into risk 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.

a) 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 are determined on a case-by-case basis by reference to the proportion which 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% and 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.

b) 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.

3.9 Relendex may agree additional terms with certain Investors from time to time which provide such Investors with additional rights in relation to Loans, provided that such additional terms comply with all applicable law and regulation from time to time.

4. Investing in Loans on the Relendex Platform

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

a) By participating in an Auction to fund a new Loan, or new Stage of an existing Loan.
b) By purchasing an existing Loan Part from another Investor at full face value plus accumulated interest.

4.2 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 Allocation Process

5.1 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 their Investor Account. In certain circumstances the notice period may be shorter.

5.2 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.

5.3 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 based upon your own review.

5.4 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 Relendex 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 subject to changes at short notice.

5.5 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.

5.6 Once a Loan, or Tranche thereof, is fully allocated, no further Bids will be accepted in respect of such Loan or Tranche.

5.7 The minimum Bid which may be made will be specified for each separate Auction. In order to submit a valid Bid, cleared cash balances (which have not been allocated for other live Bids) must be credited to your Investor Account.

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

5.9 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.

5.10 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 legally complete the relevant Loan. You should always refer to the Loan Facility Agreement and Key Contract Terms for all necessary information on the term of the Loan.

5.11 During the period between the closing of a Loan and legal completion, no interest accrues on the Loan. Pending the legal completion of the Loan, Investor funds are held in the Bid Reserve Account. In the event that a Loan does not complete, Investors funds are returned to your Investor Account.

5.12 We reserve the right to withdraw a Loan from an Auction, at any time in our sole discretion. We may also change the minimum and/or maximum amounts that an individual Investor may bid and will inform you about these changes via the Auction Particulars on the Relendex Platform.

5.13 Making a Bid constitutes an agreement to purchase the relevant Loan Part, being an interest in

the relevant Loan. Upon making a Bid, the bid amount will automatically be debited from your 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 a sub-account 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 Bid Reserve Account and/or to the Borrower pursuant to the Loan documentation when drawdown is due.

5.14 Your investment in a Loan Part is governed by a Loan Facility Agreement and will incorporate relevant aspects from the Key Contract Terms and the Auction Particulars. The Key Contract Terms set out the specific details of the Loan; if the Loan has been segmented into Tranches, the different Tranche Interest Rates and Tranche Service Fees which will apply to each Tranche will be included within the Auction Particulars. You will be deemed to have accepted the Loan Facility Agreement and Key Contract Terms by making a Bid, on each separate occasion that you do so.

6. Resale Marketplace Process

6.1 An Investor (the “Existing Investor”) may assign all or part of their rights in relation to a Loan or Loan Part to another party (the “New Investor”) on the Resale Marketplace.

6.2 An Existing Investor makes no representation or warranty and assumes no responsibility to a New Investor for:

a) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;
b) the financial condition of any Obligor;
c) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or
d) 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.

6.3 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.

6.4 An assignment will only be effective when the New Investor accepts the Existing Investor’s offer to assign a Loan or Loan Part by clicking the relevant acceptance button on the Resale Marketplace, and upon such acceptance:

a) the Existing Investor will assign absolutely to the New Investor all of the Existing Investor’s rights in respect of such Loan or Loan Part under the Finance Documents;
b) the New Investor shall be deemed to accept such assignment;
c) the Existing Investor will be released by each Obligor and each other party to such Finance Documents from the obligations owed by it, if any (the "Relevant Obligations") in respect of such Loan or Loan Part under the Finance Documents;
d) the New Investor shall become a party as a “Lender” under the Loan Facility Agreement and will be bound by obligations equivalent to the Relevant Obligations, if any; and
e) the New Investor authorises Relendex and the Security Trustee to act on their behalf as if they had been an Investor in the Loan when the Loan was first made.

6.5 Each New Investor confirms, by accepting the Existing Investor’s offer in accordance with section 6.4, 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.

6.6 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.

6.7 The relevant commercial terms of the loan (as set out in the Key Contract Terms), including the 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 6.4.

6.8 Following your purchase of a Loan Part on the Resale Marketplace, the relevant funds will be transferred from your Investor Account to the Investor Account of the Existing Investor.

6.9 Loan Parts on the Resale Marketplace are subject to the following restrictions:

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

6.10 The sale price for a Loan Part will be the outstanding principal amount of such Loan Part plus any accrued interest up to the end of the day prior to the sale. The accrued interest will be updated automatically at the end of each day.

6.11 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 Resale Marketplace. Loan Parts may be relisted if they remain eligible for resale. In the event that during the 15 days the Loan expiry period falls below 30 days, the listing on the Resale Marketplace is automatically removed.

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

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

7. Secondary Liquidity Service

7.1 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 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.

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

7.3 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.

7.4 Relendex does not set any conditions on which investors may purchase any Loan Parts advertised for sale via the Resale Marketplace, provided such parties have a Investor Account with sufficient funds to purchase the Loan Part.

8. Interest, Partial Repayments and Repayments

8.1 The interest, partial repayments or whole Loan repayments payable to you on each Loan Part can be viewed in your ‘Investor Dashboard’ section of the Relendex Platform. 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.

8.2 All partial repayments or whole Loan repayments and interest accrued pursuant to the relevant Loan Facility Agreement in respect of your Loan Parts 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 Investor Account.

8.3 The duration and payment dates (of 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.

8.4 An annual statement of interest earned by you for tax or other purposes can be downloaded from your ‘Investor Dashboard’ section of the Relendex Platform or by contacting ‘Lender Support’ directly.

9. Relendex Fees

9.1 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 Facility Service Fee, being a percentage of the interest payable annually on each Loan. 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 calculation of 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 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.

9.2 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.

9.3 The Default Service Fee, for the account of Relendex, is payment for administering and facilitating a Loan which is in Default.

9.4 The Repayment Fee, for the account of Relendex, is payment for dealing with the redemption of a Facility.

9.5 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.

9.6 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.

10. Relendex’s administrative role and role as Agent

10.1 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 solely in the capacity of Agent for those Investors who are owners of Loan Parts in respect of that Loan. Prior to the 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 Tranche, 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.

10.2 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 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.

10.3 Relendex may acknowledge the creation of a trust over any Security granted in favour of or held by a security trustee (including the Security Trustee) and accede to the terms of any security trust arrangements on your behalf (including those contained in any Security Trust Deed).

11. Partial payments of Loans not in Default

Where Relendex receives a payment from an Obligor (or any person on its behalf) where the relevant Loan is not in Default and where (i) such payment is insufficient to discharge all amounts then due and payable by the Obligors under the relevant Finance Documents or (ii) such payment is a voluntary partial prepayment of such Loan, that payment will be applied by Relendex in the following order:

a) first, in or towards payment pro rata of any unpaid fees, costs and expenses in respect of the Facility and any other liability owing to or 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);
b) second, in or towards payment pro rata and on a pari passu basis of Tranche Interest accrued but unpaid at the Tranche Interest Rate applicable to each of the Senior A Tranche, the Senior B Tranche and the Senior C Tranche and the applicable Tranche Service Fees; and
c) third, in or towards payment pro rata and on a pari passu basis of the outstanding principal of each Loan Part relating to the Senior A Tranche, the Senior B Tranche and the Senior C Tranche.

12. Partial Repayments of Loans in Default

12.1 Where Relendex receives payment from an Obligor (or any person on its behalf) including the proceeds of the enforcement of any Loan or the realisation of any Security provided by an Obligor in relation to a Loan; and where (i) the Loan is in Default and (ii) such payment is insufficient to discharge all amounts then due and payable by the Obligors under the relevant Finance Documents, that payment will be applied by Relendex in the following order:

a) first, in or towards payment pro rata of any unpaid fees, costs and expenses in respect of the Facility and any other liability owing to or 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);
b) second, in or towards payment pro rata and on a pari passu basis of the outstanding principal of each Loan Part relating to the Senior A Tranche;
c) third, in or towards payment pro rata and on a pari passu basis of the outstanding principal of each Loan Part relating to the Senior B Tranche;
d) fourth, in or towards payment pro rata and on a pari passu basis of the outstanding principal of each Loan Part relating to the Senior C Tranche;
e) fifth, in or towards payment pro rata and on a pari passu basis of (i) Tranche Interest accrued but unpaid at the Tranche Interest Rate applicable to the Senior A Tranche and (ii) the accrued but unpaid Tranche Service Fee in relation to the Senior A Tranche (but excluding any Default Additional Rate Interest);
f) sixth, in or towards payment pro rata and on a pari passu basis of (i) Tranche Interest accrued but unpaid at the Tranche Interest Rate applicable to the Senior B Tranche and (ii) the accrued but unpaid Tranche Service Fee in relation to the Senior B Tranche (but excluding any Default Additional Rate Interest);
g) seventh, in or towards payment pro rata and on a pari passu basis of (i) Tranche Interest accrued but unpaid at the Tranche Interest Rate applicable to the Senior C Tranche and (ii) the accrued but unpaid Tranche Service Fee in relation to the Senior C Tranche (but excluding any Default Additional Rate Interest);
h) eighth, in or towards payment pro rata and on a pari passu basis of any accrued but unpaid Default Additional Rate Interest (including any accrued but unpaid Default Service Fee payable to Relendex) applicable to the Senior A Tranche;
i) ninth, in or towards payment pro rata and on a pari passu basis of any accrued but unpaid Default Additional Rate Interest (including any accrued but unpaid Default Service Fee payable to Relendex) applicable to the Senior B Tranche; and
j) tenth, in or towards payment pro rata and on a pari passu basis of any accrued but unpaid Default Additional Rate Interest (including any accrued but unpaid Default Service Fee payable to Relendex) applicable to the Senior C Tranche.

13. Security, the Security Trustee and the Role of Recoveries Agents

13.1 Where the Key Contract Terms indicate that a Loan is to be secured, the Borrower's (and any other Obligor’s) payment obligations to the Investors will be secured by such Security as is specified within the Auction Particulars, pursuant to certain Security Documents.

13.2 By agreeing to these Terms, you are irrevocably appointing the Security Trustee to hold all relevant Security Documents on trust for itself, the Agent, any Recoveries Agent and for all Investors which have Loan Parts in relation to a Loan. Such trust is documented in the Security Trust Deed.

13.3 From time to time the Security Trustee (or a Recoveries Agent on its behalf) may perform (before or after any enforcement under the terms of the relevant Security) all obligations, rights and benefits given to the Security Trustee by any Security Documents that the Security Trustee may take in respect of the debt due under a Loan or under any document entered into pursuant to such Security Documents. The Security Trustee shall have certain powers and discretions conferred upon trustees and may also rely on (i) any representation, notice or document believed by it to be genuine correct and appropriately authorised and (ii) 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.

13.4 The Security Trustee shall not, with respect to any Loan Agreement and accompanying Security, be liable for any failure to:

a) require the deposit with it of any deed or document certifying, representing or constituting the title of the Borrower (or any other Obligor) to any of its property charged pursuant to the Security Documents;
b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of such Loan Agreement or any Security Document;
c) register, file or record or otherwise protect any of the relevant Security Documents (or the priority of any of the relevant Security Documents) under any law or regulation or to give notice to any person of the execution of such Loan Agreement or of the relevant Security Documents;
d) take, or to require the Borrower (or any other Obligor) to take, any step to perfect its title to any of its property charged pursuant to the Security Documents or to render the relevant Security Documents effective or to secure the creation of any ancillary security under any law or regulation; or
e) require any further assurance in relation to any Security Document.

13.5 The Security Trustee shall not, with respect to any Loan Agreement and accompanying Security, be obliged:

a) to insure any of the relevant property charged pursuant to the Security Documents;
b) to require any other person to maintain any insurance; or
c) to verify any obligation to arrange or maintain insurance contained in such Loan Agreement or any Security Document, and the Security Trustee shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

13.6 The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that a Borrower (or other Obligor) may have to any of its property charged pursuant to the Security Documents and shall not be liable for, or bound to require such Borrower (or other Obligor) to remedy, any defect in its right or title.

13.7 The rights, powers, authorities and discretions given to the Security Trustee under or in connection with any Loan Agreement or Security Document shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Trustee by law or regulation or otherwise.

13.8 Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee in relation to the trusts constituted by this section 13. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this section 13, the provisions of this section 13 shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this section 13 shall constitute a restriction or exclusion for the purposes of that Act.

13.9 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 13 and in particular 13.13 and 13.17) will, and is authorised by you to, instruct a Recoveries Agent to enforce that Security.

13.10 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.

13.11 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 Document entered into or any document entered into pursuant to a Security Document 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.

13.12 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 Document 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, Obligor or where applicable any guarantor of the Borrower’s obligations.

13.13 Subject to its general duty under this section 13 (and in particular 13.17) to procure the recovery of 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 Obligor 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 Loan Facility Agreement and any other relevant Finance Document.

13.14 The expenses, costs, charges and fees of:

a) Relendex or, as the case may be, the Security Trustee;
b) where an agent is appointed as Property Adviser, the Property Adviser; and
c) where a Recoveries Agent is appointed, the Recoveries Agent, are first paid to the parties in (a) to (c) above from any monies recovered by Relendex (or the Security Trustee on its behalf) from the relevant Obligor in priority to the payment of any sums payable to any relevant Investor. Such expenses, costs, charges and fees may include, without limitation:
- i. 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 Adviser 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 in relation to the Property;
- ii. 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;
- iii. 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 section 13.17 below; and
- iv. any other costs, charges, fees, and 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.

13.15 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).

13.16 Relendex (or the Security Trustee under its instruction) will (and is authorised by you to) take steps or institute proceedings for the recovery of 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 section 13.13 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 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.

13.17 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 any 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 Tranches, 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.

13.18 The Security Trustee may resign by giving 30 days' notice to all other parties to a Loan Agreement and accompanying Security Documents, in which case we may appoint a successor Security Trustee.

13.19 The retiring Security Trustee shall make available to the successor Security Trustee such documents and records and provide such assistance as the successor Security Trustee may reasonably request for the purposes of performing its functions as Security Trustee under such Loan Agreement and Security Documents.

13.20 The Security Trustee's resignation notice shall only take effect upon (a) the appointment of a successor; and (b) the transfer of all the secured property relating to such Loan Agreement and accompanying Security Documents to that successor.

13.21 Upon the appointment of a successor, the retiring Security Trustee shall be discharged from any further obligation in respect of such Loan Agreement and accompanying Security Documents but shall remain entitled to the benefit of any rights contained in these Terms and Conditions.

13.22 Any successor Security Trustee shall have the same rights and obligations as if that successor had been an original party to any relevant Loan Agreements and accompanying Security Documents.

14. Missed Payments

14.1 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.

15. Closing your Investor Account with Relendex

15.1 You may close your account or end this agreement at any time provided you have no outstanding Loan Parts and no Active Bids, by giving us notice to that effect.

15.2 We may end our agreement with you, close or suspend your account if at any time and for any reason by giving you at least 30 days’ notice of our intention to do so.

15.3 We may end our agreement with you, close or suspend your account, immediately and without notice if:

You:

a) have seriously or persistently broken these Terms and Conditions;
b) have provided us with any false or materially misleading information;
c) do not respond to our reasonable requests for information or you fail to provide such information; or

we have reasonable grounds for thinking that:

a) you have committed or been involved in fraud, money laundering or other criminal activities;
b) you are using your Investor Account for a purpose not covered by our agreement;
c) you have inappropriately let someone else use your Investor Account;
d) you have put us in a position where we might break a law, regulation, code or other duty that applies to us if we maintain your account; or
e) you are likely to become bankrupt or subject to an individual voluntary arrangement or a debt relief order.

15.4 On termination, you may not use your Investor Account to purchase new Loans, but we will continue to credit your bank or building society account with any funds paid into your Investor Account (after deduction of any fees payable to you by us) in respect of Loan Parts you continue to hold in accordance with these Terms and Conditions.

16. Investor's Confirmations to Relendex and the Security Trustee

16.1 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.

16.2 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.

16.3 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.

16.4 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.

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

16.6 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.

16.7 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.

16.8 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.

16.9 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.

16.10 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.

17. Wind Down Plan

17.1 In accordance with its regulatory obligations under SYSC 4.1.8A, of the FCA Handbook, the purpose of the Relendex Ltd Wind Down Plan (“Wind Down Plan”) 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 Relendex ceases to operate.

17.2 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:

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

17.3 In the event of a wind-down, Begbies Traynor Group PLC (BTG) or a similarly qualified organization will be appointed as administrator (“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.

17.4 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.

17.5 The Wind Down Plan is designed to ensure that 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 Wind Down Plan also demonstrates the level of funding Relendex has is sufficient to cover the cost of managing and administering the wind-down process.

18. General Terms

18.1 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 Relendex 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.

18.2 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 Relendex Platform content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express written consent.

18.3 We are not responsible for content downloaded or posted by Investors or borrowers on the Relendex Website or Relendex 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.

18.4 We will use all reasonable endeavours to facilitate uninterrupted access to the Relendex Platform, but such access may be suspended, restricted or terminated from time to time without notice.

18.5 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 Relendex Platform.

18.6 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.

18.7 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.

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

18.9 We accept no responsibility or liability for your use of content on the Relendex Website and Relendex 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.

18.10 Information transmitted via the Relendex Website and Relendex 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.

19. Privacy

19.1 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.

20. Intellectual Property Rights

20.1 Subject to section 20.3 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.

20.2 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.

20.3 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.

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

21. Linking to the Relendex Website

21.1 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.

21.2 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.

21.3 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.

22. Third Party Content

22.1 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.

22.2 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.

22.3 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.

22.4 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.

23. Your Liability to Us

23.1 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 18.5 above.

24. Our Liability to You

24.1 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.

24.2 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.

25. Complaints

25.1 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.

25.2 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 an Executive Director who will acknowledge your complaint 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.

26. Contacting Us

26.1 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.

27. Amendments to these Terms and Conditions

27.1 As our agreement has no fixed end date, it’s likely we’ll need to update these Terms and Conditions to cover changes we make to our business and other changes outside our control, as set out below. We’ll only make changes for these reasons if it’s reasonable for us to pass on the impact of that change to you.

27.2 We may also need to make changes for reasons that aren’t covered here, as we can’t predict all of the reasons we may need to make changes to these Terms in future. We may make amendments to these Terms and Conditions (including to interest rates and our charges) from time to time to:

a) reflect changes in relevant laws, regulatory requirements industry guidance or a decision of a court or by a regulator or ombudsman;
b) make them clearer or easier to understand; or
c) make changes which benefit you or do not disadvantage you;
d) make changes to our services, introduce new services or withdraw services we no longer offer; and
e) amend our existing services because of changes to technology, systems, processes or our business policies or procedures.

27.3 We may make other changes without giving you a reason, but if we do so, we’ll explain the impact on you and you’ll be free to close your Investor Account at no extra cost before the changes are implemented, subject to section 27.10.

27.4 If we make a change to your benefit (including increasing interest rates you receive or reducing charges), we’ll tell you within 30 days after the change takes place.

27.5 For all other changes, we’ll tell you at least 30 days before we make the change, unless the circumstances demand a shorter notice period.

27.6 All changes will be notified via the Relendex Platform.

27.7 At the end of the notice period, the changes will apply automatically and we’ll provide a copy of the updated Terms and Conditions for you to download and keep for your records.

27.8 You will be deemed to have agreed to any amendments to these Terms and Conditions not referred to in this section 27 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.

27.9 If you do not agree with any changes that we make to these Terms and Conditions, you can close your 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.

27.10 If you notify us that you wish to close your 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 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 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.

28. Other Important Terms

28.1 Where Relendex or the Security Trustee (as applicable) instructs a valuer (a “Valuer”) to prepare a valuation report 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).

28.2 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.

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

28.4 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.

28.5 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.

28.6 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.

28.7 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).

28.8 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.