Terms and Conditions

Money&Co.: Denmark Square Limited of moneyandco.com

Terms and Conditions v2019.1

GENERAL

1 INTRODUCTION

1.1 Money&Co. operates a website (www.moneyandco.com) which brings together lenders and borrowers. Bramdean Asset Management LLP (Bramdean) manages the Money&Co. Portfolio products, which are available at www.moneyandcoportfolio.com.

1.2 Money&Co. agrees terms with the Borrower on behalf of the Lenders and then each Lender will make a loan available to the Borrower on those terms. For Portfolio clients, Bramdean will offer to lend on their behalf.

1.3 Money&Co. administers the collection of payments from the Borrower for each Lender.

1.4 The ways in which the Lender can lend money are:

1.4.1 offer to make a Loan via an Auction as described below in clause 26;

1.4.2 buy a Loan or Part of a Loan in the Loan Market as described below in clause 30.

1.5 Once the Lender has lent through Money&Co., the Lender can sell all or part of the Loan through the Loan Market (subject to liquidity) available on moneyandco.com, as described below in clause 31. For Portfolio clients, this will be done by Bramdean.

1.6 The Lender cannot dispose of Part of a Loan other than through the Loan Market.

2 LENDER TERMS

2.1 These Lender Terms set out the Lender's and Money&Co.'s obligations.

2.2 In addition to these Lender Terms, the Lender agrees to other terms as a Portfolio client. These are Money&Co.'s Privacy Policy,Website Terms and Forum Rules. Every Borrower enters into a Loan Agreement with the Lender.

3 REGISTERING WITH MONEY&CO. PORTFOLIO

3.1 The Lender must:

3.1.1 be an individual over 18 years old and a permanent resident of the UK;

3.1.2 have a UK bank or building society account in the Lender's sole or joint name;

3.1.3 be approved by Money&Co..

3.2 The Lender must not register with Money&Co. Portfolio more than once.

3.3 The Lender agrees to the loan(s) held in his/her portfolio being managed by Bramdean.

4 VIEWING YOUR ACCOUNT

Clients of Money&Co. Portfolio will be provided with a login so that they can view their account.

5 THE LENDER'S MONEY&CO. ACCOUNT

5.1 Bramdean will open the Lender's Money&Co. Account.

5.2 The Lender may deposit funds in the Account by debit card or bank transfer.

5.3 Each payment received from a Borrower in respect of a Loan made by the Lender will be credited to the Account after deduction of any fees payable by the Lender to Money&Co.

5.4 Funds credited to the Account are held in a client account with Money&Co.'s bank. The Lender will not receive any interest on money in this account and Money&Co. will retain any interest earned.

5.5 Unless the funds are blocked as part of the Auction or Loan Market process, (which means that the funds are not available for withdrawal), the Lender may request the withdrawal of available funds from the Account through Bramdean at any time as described here.

6 THE RISK CLASSIFICATION

6.1 Any lending is done entirely at the Lender's own risk. The Risk classification or the Borrower Profile on moneyandco.com does not mean that Money&Co. recommends that the Lender makes a Loan to the Borrower or that the Loan will be repaid.

6.2 Money&Co. applies a Risk classification to a proposed Loan based on the information provided by the Borrower in the Loan application. Money&Co. also carries out a search at Companies House and with the Credit Reference Agency to check the identity and credit history of the Borrower.

6.3 The Companies Registry search confirms that the company or limited liability partnership looking to borrow actually exists and is not in liquidation (although the information is not always completely up to date). The search also provides historic accounts, but again not up to date information.

6.4 Apart from these checks at the Companies Registry and Credit Reference Agency, which provide only the limited information described above, Money&Co. relies only on information provided by the Borrower to decide the Risk classification and does not independently check this information. This means that Money&Co. cannot identify misleading or inaccurate information and the Lender takes that risk.

6.5 Money&Co. does not monitor or update the Risk classification once the Loan has been made.

6.6 Money&Co. cannot provide any investment, legal, tax or other advice to the Lender. As the fund manager for Portfolio accounts, Bramdean will be responsible for selecting loans for the Lender within the agreed parameters, but Portfolio clients carry the same risk as all other lenders.

7 THE BORROWER PROFILE

7.1 The information contained in the Borrower Profile is provided by the Borrower and Money&Co. does not check the accuracy or completeness of this information.

7.2 The Borrower may make statements in the borrower Profile (including in a video clip) conveying the Borrower's ambitions. Money&Co. does not endorse these statements and does not have a view on how likely they are to be realised (if at all).

7.3 Money&Co. may provide crew and equipment to assist the Borrower with filming a video clip but Money&Co. does not endorse any video clip.

7.4 Money&Co. does not check that the information in the Borrower Profile or the Forum has not changed.

7.5 If the Borrower Profile states that the Loan is for the purchase of an asset or business, the Loan will not proceed if the purchase does not complete.

8 LOAN AGREEMENT AND DEBENTURE

8.1 The Borrower's entry into a Loan Agreement is a standard Loan Requirement. The Loan Agreement and Loan Terms can be read here.

8.2 The Loan Agreement and Loan Terms contain various undertakings and restrictions that the borrower must comply with. Money&Co. does not monitor the borrower's compliance.

8.3 It is a standard Loan Requirement that the Borrower gives a security over all its assets called a Debenture. This simply means that if the Borrower does not keep up the payments, any assets it has can be sold to try to reduce the Lender's loss. Nothing guarantees that in this situation the Borrower will actually have any assets. In exceptional circumstances Money&Co. may decide to waive the requirement for a Debenture.

9 SECURED LOANS AND GUARANTEES

The Borrower may offer additional security to support repayment of the Loans made by all of the Lenders in the form of:

9.1.1 a Legal Charge, being a first legal mortgage over land in England or Wales or a standard security in Scotland;

9.1.2 an unsecured Personal Guarantee from a director of the Borrower;

9.1.3 Secured Personal Guarantee(s) (from a director or any third party) supported by a Legal Charge;

9.1.4 Group Company Guarantee(s) from other related companies, supported by a Debenture (and either supported by a Legal Charge or not).

9.1 The offer of a Legal Charge, Personal Guarantee, Secured Personal Guarantee or Group Company Guarantee may improve the Risk classification of the Loan. It provides the possibility of an alternative source of funds to repay the Loan if the Borrower fails but it cannot ensure that the Loan will be repaid.

9.2 When a Loan is described as 'Secured', it means it will be supported by a Legal Charge and the land has to be valued at not less than 50% of the Loan Amount at the start of the Loan Agreement. The completion of the Legal Charge, report on title and a valuation will be additional Loan Requirements.

9.3 Money&Co. decides the Risk classification of a Secured Loan based on the Borrower's estimate of the value of the land. A report on title and a valuation will be obtained by Money&Co. as additional Loan Requirements if the Auction is successful and the Borrower decides to proceed. If either is not satisfactory to Money&Co., the Loan application will lapse and the blocked funds will be unblocked and added to the available funds on the Account.

10 BORROWER REPAYING OR REFINANCING EARLY

10.1 A Borrower may repay a Loan before the expiry of the full term on giving one month's notice.

10.2 A Loan may be repaid early as part of a refinancing that may result in a new Loan being offered to Lenders.

11 FEES

11.1 Money&Co. charges a Fee to the Lender equal to 1% p.a. of the outstanding amount of each Loan held by the Lender. The accrued Fee is deducted automatically when the Borrower makes a payment under the Loan Agreement.

11.2 Money&Co. may charge fees to the Borrower. More details on fees payable by the Borrower are available here.

11.3 All fees and charges are quoted exclusive of VAT, which will be added at the standard rate (where applicable).

12 DEALINGS WITH THE BORROWER AND ENFORCEMENT

12.1 Money&Co has the general authority, as the agent of the Lenders, to agree matters with the Borrower arising during the course of the lending. For example, Money&Co may be asked by a Borrower to consent to a change or an action by the Borrower either under the Loan Agreement or separate from it. Money&Co may agree or refuse consent on behalf of the Lenders, without approaching (or informing) the Lenders.

12.2 If a Borrower misses a payment (or only pays part of the amount due) or any other default occurs under the Loan Agreement, Money&Co. may (i) demand immediate repayment of the outstanding balance of the Loan or (ii) where Money&Co. decides it is reasonably in the interests of the Lenders:

12.2.2 try to contact the Borrower and discuss the options available;

12.2.3 allow the Borrower extensions of time;

12.2.4 reschedule the Loan payments;

12.2.5 waive the default;

12.2.6 amend the Loan Agreement.

12.3 Money&Co. will never agree to amend the principal amount or term of the Loan or reduce the Interest Rate.

12.4 If the Borrower only pays part of the amount due, Money&Co. will hold that amount, pending resolution of the default or enforcement action. The amount will then be allocated across the relevant Lender accounts.

12.5 If the Borrower defaults, Money&Co. may charges the Borrower an administration fee for the extra work in contacting the Borrower and seeing if arrangements can be made to remedy the position. If payment cannot be made then Money&Co. will decide what enforcement action it may be reasonable to take. Lenders may not receive all of the capital and interest due.

12.6 Money&Co. will take action in the exercise of its powers and duties as it considers appropriate. This may include engaging, paying for and relying on the advice or services of legal advisers, accountants, surveyors or other experts.

12.7 Money&Co. may appoint a Collection Agent to deal with the Borrower on behalf of the Lenders and Money&Co. in relation to any default.

12.8 Money&Co. and (if Money&Co. appoints a Collection Agent) the Collection Agent, will attempt to recover the costs incurred in relation to any default (including enforcing the security and any guarantees) or potential default either from (i) the Borrower direct or (ii) any guarantee or security. If the costs cannot be recovered in this manner, Money&Co. will deduct them from any money received from the Borrower before it is distributed to the Lenders.

12.9 Money&Co. will demand payment if a Borrower fails to pay on the Monthly Payment Date (other than through administrative or technical error) in three consecutive months or in four months out of any six month period.

12.10 The Lender will not have any power to take direct action against the Borrower or any of the Borrower's guarantors or to enforce a Debenture or any Legal Charge. The Lender irrevocably agrees to rely on the action taken by Money&Co. on behalf of all Lenders who have made Loans to the Borrower.

13 APPLICATION OF PROCEEDS

13.1 Money&Co. will apply a recovery in the following order:

13.1.1 the payment of unpaid costs;

13.1.2 the payment of unpaid interest and the Money&Co. Fees;

13.1.3 the payment of any other amount due under the Loan Agreement, any Debenture or Legal Charge;

13.1.4 the repayment of the Loan.

14 ACCOUNT INFORMATION

The Lender's transaction history, Loans held and statements of interest earned can be viewed using the login provided.

15 RESTRICTION OF ACCESS TO MONEYANDCO.COM (NOT APPLICABLE TO MONEY&CO. PORTFOLIO CLIENTS)

15.1 Money&Co. may restrict the Lender's access to moneyandco.com even if the Lender has made a Loan, has a pending Bid or has available funds in the Account, if:

15.1.1 the Lender requests it, for example because there is a security concern;

15.1.2 Money&Co. considers that the Lender is in serious breach of these Lender Terms, the Website Terms or the Forum Rules;

15.1.3 the Lender uses moneyandco.com (1) in a way that causes, or is likely to cause, moneyandco.com or access to it to be interrupted or damaged in any way, (2) to compete with, damage the reputation of or otherwise impede the success of Money&Co., moneyandco.com or any other user of moneyandco.com, (3) in connection with a criminal offence, or (4) to send or use any material that is illegal, offensive, abusive, defamatory or menacing, or which contains political campaigning, commercial solicitation, chain letters, or mass mailings.

15.2 Restricted access means that the Lender will not be able to lend further money using moneyandco.com or post in the Forum. Restricted access will not affect the Lender's rights and obligations in relation to any Loan held by the Lender, pending Bid or available funds in the Account.

16 THE LENDER'S LIABILITY TO MONEY&CO. (NOT APPLICABLE TO MONEY&CO. PORTFOLIO CLIENTS)

16.1 The Lender is liable to Money&Co. (itself and as agent for the other Lenders) for any loss or damage suffered by Money&Co. or any user of moneyandco.com as a result of the Lender (or a person using the Lender's username and password with the Lender's knowledge or permission or through the Lender's negligence):

16.1.1 using moneyandco.com in a way that is fraudulent;

16.1.2 breaching these Lender Terms;

16.1.3 otherwise using moneyandco.com in a way that causes loss or damage to Money&Co. or any other user of moneyandco.com.

17 MONEY&CO.'S LIABILITY TO THE LENDER

17.1 Money&Co. is liable to the Lender for any loss, damage or cost suffered by the Lender arising out of using moneyandco.com, where the loss or damage is a direct result of Money&Co.'s negligence or fraud or any breach by Money&Co. of these Lender Terms or any other terms relating to moneyandco.com.

17.2 Money&Co. is not liable to the Lender for any loss, damage or cost arising out of or in connection with any misrepresentation, wilful misconduct or other act of, or any error or inaccuracy in the data entered by, any other user of moneyandco.com.

17.3 Money&Co. is not liable for any loss, damage, cost or unauthorised activity on moneyandco.com arising out of the Lender failing to keep the Lender's password secret, failing to log out of the Lender's account or otherwise negligently failing to keep the Lender's access secure.

17.4 Money&Co.'s liability to the Lender for any loss, damage or cost arising in connection with any Loans will not exceed the principal amount outstanding to the Lender after taking into account repayments already made.

17.5 Nothing in these Lender Terms excludes or limits Money&Co.'s liability for death or personal injury caused by its negligence or for fraud.

18 ASSIGNMENT

Money&Co. may transfer, or delegate any of its duties under, these Lender Terms to any person. Money&Co. may provide information about the Lender and the Lender's activities on moneyandco.com to that person.

19 AMENDMENTS

19.1 Money&Co. may amend these Lender Terms from time to time.

19.2 Bramdean will alert any changes to Money&Co. Portfolio clients.

20 NOTICES

20.1 All notices given under these Lender Terms will be directed to Bramdean for Money&Co. Portfolio clients.

20.2 Bramdean will be responsible for communicating relevant information to the underlying clients.

21 COMPLAINTS

The complaints procedure is available here.

22 NO WAIVER

If Money&Co. does not enforce any of its rights under these Lender Terms or any other terms relating to moneyandco.com, it does not mean that Money&Co. will be unable to enforce that right again in future.

23 THIRD PARTY RIGHTS

A person who is not a party to these Lender Terms may not enforce any of these terms.

24 LAW AND JURISDICTION

24.1 These Lender Terms and any non-contractual obligations arising out of or in connection with moneyandco.com are governed by English law and the English courts have exclusive jurisdiction.

24.2 For the benefit of Money&Co. and the other Lenders, the Lender irrevocably submits to the jurisdiction of the English courts and irrevocably agrees that a ruling in those courts will be conclusive and binding on the Lender and may be enforced against the Lender in the courts of any other jurisdiction.

AUCTIONS (FOR INFORMATION ONLY FOR MONEY&CO. PORTFOLIO CLIENTS AS BRAMDEAN WILL BE PARTICIPATING IN THE AUCTIONS ON YOUR BEHALF)

25 RELEVANT PERIODS

25.1 A Borrower has up to six weeks from the date Money&Co. assigns the Risk Classification to a proposed Loan to start the Auction.

25.2 The start of the Auction triggers the start of two key periods:

25.2.1 the Auction Period, which is how long the Auction is open for lenders to submit Bids;

25.2.2 the Completion Period, which is the maximum time allowed for the Loan process to complete, before the Loan application lapses.

25.3 Money&Co. cannot guarantee that an Auction will take place at a particular time. Usually the Auction Period begins at 9 a.m. on the day after the Borrower starts the Auction, which is the Auction Start Date and expires at 5:00 p.m. on the day which is 30 days after the Auction Start Date, unless the Borrower closes the Auction early.

25.4 The Completion Period begins on the Auction Start Date and expires on the Time Out Date, which is usually six weeks after the Auction Start Date. In exceptional circumstances Money&Co. may extend the Completion Period by 21 days.

25.5 The Auction will be a Successful Auction if the Loan Amount is filled at the time the Auction Period expires.

26 BIDDING

26.1 The bidding process and Auction rules are explained here.

26.2. To make an offer to lend through the Auction process, the Lender's Account must hold cleared funds for the amount the Lender wishes to Lend.

26.3 The Lender offers to lend money to a Borrower by submitting a Bid stating:

26.3.1 the Bid Amount the Lender is willing to lend;

26.3.2 the Interest Rate the Lender requires;

26.3.3 if the Lender so wishes, a Floor Interest Rate stating the minimum interest rate the Lender will accept.

26.4 The Lender may submit more than one Bid in an Auction.

26.5 By submitting a Bid, the Lender irrevocably appoints Money&Co. as the Lender's agent and authorises Money&Co. to:

26.5.1 block the Bid Amount so that it is not available for the Lender to withdraw from the Account. The blocked funds will only be unblocked if the Lender's Bid is knocked out of the Auction or if the Loan application lapses or is not taken up by the Borrower;

26.5.2 enter into the Loan Agreement, and take and sign (where necessary) any security and other documents, as agent for the Lender if the Auction is successful;

26.5.3 act as security agent and hold the security on behalf of the Lender and other Lenders;

26.5.4 on completion of the Loan Requirements on or before the Time Out Date, complete the Loan and transfer the Loan Amount from the Account to the Borrower.

26.6 Interest will only be paid once the Loan Amount has been paid to the Borrower. No interest will be earned by the Lender if the Loan application lapses or is not taken up by the Borrower.

27 RANKING OF BIDS AND THE WEIGHTED AVERAGE INTEREST RATE (NOT APPLICABLE TO INTEREST ONLY LOAS)

27.1 Once a Bid is submitted, the Bid Amount will be added to the total of all Bid Amounts for that Auction.

27.2 The Lender will be able to see what percentage of the amount that the Borrower is seeking has been filled and the applicableWeighted Average Interest Rate which is explained here.

27.3 Each Bid will be ranked according to its Interest Rate. During the Auction Period, the Lender may continue to submit Bids after the amount that the Borrower is seeking has been reached. The Bid with the highest Interest Rate will be knocked out of the Auction by any new Bid with a lower Interest Rate.

27.4 If a Bid is knocked out of the Auction but the Lender included a Floor Interest Rate in that Bid, a new Bid will be submitted automatically on behalf of the Lender at an Interest Rate that is 0.1% less than the Bid in the Auction with the highest Interest Rate. This process will repeat each time the Lender's Bid is knocked out, unless even the Floor Interest Rate is too high.

27.5 If two lenders submit identical Bids in the same Auction, the lender who bids first will have the higher ranking and priority.

27.6 If the Bid with the highest Interest Rate exceeds the amount required to fill the amount that the Borrower is seeking, that Bid will be reduced and the excess Bid Amount knocked out of the Auction when the Auction Period expires.

28 LOAN REQUIREMENTS

28.1 Certain standard Loan Requirements apply to every Loan and Money&Co. may specify additional Loan Requirements when assigning a Risk classification. The Loan Requirements are set out in the Loan Agreement. The Loan Agreement and Loan Terms can be read by following the hyperlinks.

28.2 If the Loan Requirements are not completed by the Time Out Date, the Loan application will lapse and no money will be paid to the Borrower. The blocked funds will be unblocked and added to the available funds on the Lender's Account.

29 TERMINATION OF AUCTION AND CANCELLATION OF BID BY MONEY&CO.

Money&Co. may terminate an Auction or cancel a Bid if it has any concern about the relevant Lender, Borrower or Auction process. If the Auction is terminated the Loan application will lapse and no money will be paid to the Borrower. The blocked funds will be unblocked and added to the available funds on the Lender's Account.

LOAN MARKET

30 BUYING ALL OR PART OF A LOAN IN THE LOAN MARKET

30.1 The Lender can buy all or part of a Loan that has been listed in the Loan Market by another Lender, through the process described here.

30.2 To buy a Loan, the Lender's Account must hold cleared funds for the Price.

30.3 The Lender buys a Loan at the Lender's own risk. A Loan may be repaid or refinanced by a Borrower, or a Borrower may default, at any time. More details are available here.

31 SELLING PART OF A LOAN IN THE LOAN MARKET

31.1 The Lender can offer all or part of a Loan for sale in the Loan Market, through the process described here.

31.2 The Lender must set the Price. The Price can be either:

31.2.1 the Par Value of the Loan as shown in the My Loans section of the Lender's area of moneyandco.com;

31.2.2 at a discount;

31.2.3 at a premium.

31.3 Parts of a Loan can be sold in Units in the Loan Market but cannot be sub-divided further than is allowed in the Loan Market.

32 GENERAL LOAN MARKET TERMS

32.1 Money&Co. cannot guarantee that there will be other lenders who wish to purchase any Loan listed in the Loan Market.

32.2 The Lender will not be able to sell a Loan if the following apply:

32.2.1 where the relevant Borrower has missed (or only partially paid) a payment when due.

32.2.2 where the relevant Borrower has notified Money&Co. that it will not be able to make the next payment in full when due;

32.2.3 where the Loan is otherwise in default or has been in default.

32.3 If a Loan becomes ineligible for sale when listed in the Loan Market, Money&Co. will automatically end the relevant listing.

32.4 Money&Co. charges the selling Lender a Sale Fee of 0.25% of the total Price of each Loan or part of a Loan sold.

32.5 All sales in the Loan Market are immediate and final when the buying Lender confirms that they wish to buy the Loan.

32.6 Immediately following a sale:

32.6.1 Money&Co. will transfer the Price from the buying Lender's Account to the selling Lender's Account (after deducting the Sale Fee);

32.6.2 the buying Lender will become a party to the Loan Agreement with the relevant Borrower;

32.6.3 Money&Co. will update its records to show the transfer of ownership of the purchased Loan (so that the purchased Loan appears in the buying Lender's My Loans section and no longer appears in the selling lender's My Loans section).

32.7 The Lender can withdraw a listing at any time before another lender buys the Loan. The Lender cannot withdraw the listing if another Lender has bought the relevant Loan.

32.8 The listing will end automatically on the business day which is 30 days after the listing date, unless the Lender or Money&Co. ends the listing early or another Lender buys the relevant Part of the Loan. When the listing ends, any unsold Units of the Loan will be removed from the Loan Market.

32.9 After the sale of a Loan, the selling Lender will not receive any further payments in respect of that Loan, even if the sale is on the Monthly Payment Date. Any interest accrued to the date of sale will be paid to the buying Lender.

33. MULTIPLE LOANS FOR THE SAME BORROWER

33.1 Where a Borrower has more than one loan which has been funded by Money&Co. Lenders and one or more of those loans is in default, any other loans will be deemed to also be in default.

33.2 In the event that Money&Co. demands repayment or enforces security relating to a Borrower, all Money&Co. Lenders will rank equally. Any proceeds received from repayment or enforcement action will be distributed proportionately between all Lenders who have lent to that particular Borrower.

INNOVATIVE FINANCE ISA

34. INNOVATIVE FINANCE ISA - GENERAL

34.1 If you apply for an Innovative Finance ISA, you will additionally be bound by clauses 34 to 41 of these Lender Terms & Conditions.

34.2 Your Innovative Finance ISA will be managed by Bramdean, which is a registered ISA manager with HMRC reference number Z1835.

34.3 Peer-to-peer loans and cash held in your Innovative Finance ISA will be shown in your ISA account, which will be opened in your name and the name of Bramdean.

34.4 Your Innovative Finance ISA will be and must remain in your beneficial ownership and cannot be used as security for a personal or other loan.

34.5 To be eligible to apply for an Innovative Finance ISA, you must be 18 years old or over.

34.6 You can only apply for an Innovative Finance ISA if you are resident in the UK for tax purposes. The UK does not include the Channel Islands or the Isle of Man for these purposes. If you are not resident in the UK but perform duties which, by virtue of Section 28 of the Income Tax (Earnings and Pensions) Act 2003 are treated as being performed in the United Kingdom, or you are married to or in a civil partnership with a person who performs such duties, then you will be eligible to apply for an Innovative Finance ISA.

34.7 You must immediately inform Bramdean if you cease to be resident in the United Kingdom for tax purposes or if you cease to perform such duties which deem you to be treated as resident or if you cease to be married or in a civil partnership with someone deemed to be resident.

35. INNOVATIVE FINANCE ISA - APPLICATIONS

35.1 Your application for an Innovative Finance ISA managed by Bramdean can be made electronically on the Money&Co. Portfolio website or you can download the application form and post it to Money&Co. at FREEPOST Money&Co. We are also able to accept applications on the telephone. Please call 020 3143 4000. When an application is made by telephone, we will send you a completed application form to check and sign and this must be returned to us within 30 days of the application being made. All applications are subject to acceptance by Bramdean as the ISA manager. The application must include the applicant's full name, residential address, date of birth and National Insurance number. All applications must be signed by the applicant in person. If an applicant is incapable of signing and a third party holds a valid Power of Attorney, then the application may proceed.

35.2 Bramdean may require additional information in order to accept an application to open an Innovative Finance ISA.

35.3 Bramdean will carry out an identity and fraud check. If we are unable to verify your identity, we will require a certified copy of your passport and a utility bill, which must be dated within the last 3 months and include your current residential address. Other documentation may also be required.

35.4 Cash shown in your Innovative Finance ISA account will be held in Money&Co.'s client money account. By accepting these terms, you are authorising Money&Co. to transfer cash to Borrowers when a loan is made from your Innovative Finance ISA.

35.5 Innovative Finance ISA applications that have been accepted by Bramdean may not be withdrawn unless cancellation rights apply and are exercised in accordance with the Financial Conduct Authority's rules in force at the time that the application is made.

35.6 The address of the Innovative Finance ISA will be the address shown on the application form. Please notify Bramdean immediately if you change your address.

35.7 Bramdean will notify you in writing when your Innovative Finance ISA has been accepted. Investments can only be made, however, when a subscription has been received. The minimum subscription is £1,000. To qualify for the current tax year, subscriptions must be received by 5th April. Lenders can only apply for one Innovative Finance ISA in each tax year and can use their whole ISA allowance or part thereof.

36. INNOVATIVE FINANCE ISA - QUALIFYING INVESTMENTS

36.1 The only investments that qualify for an Innovative Finance ISA are peer-to-peer loans (including loans to businesses) and cash.

36.2 You can invest the whole or part of your annual ISA allowance in an Innovative Finance ISA. If you have also invested in a Cash ISA and/or a Stocks and Shares ISA in the current tax year, you must ensure that the total invested does not exceed your annual allowance.

36.3 You can only invest in ONE Innovative Finance ISA during each tax year. If you have already invested in an Innovative Finance ISA during the current tax year with another ISA manager, then Bramdean will not be able to accept your application. It is, however, possible, to transfer the existing Innovative Finance ISA to us if you so wish, but only if cash is the only asset held within it.

37. INNOVATIVE FINANCE ISA - WITHDRAWALS

37.1 When you subscribe to your Innovative Finance ISA, your cash will be held in Money&Co.'s client money account.

37.2 Money&Co. does not pay interest on cash held in its client money account.

37.3 You may receive monthly, quarterly, or six-monthly interest payments from the loans held in your Innovative Finance ISA. You will have a choice of reinvesting this income in new loans or paying out the income to the same bank account from which you made your original subscription.

37.4 If you wish to withdraw all or part of any cash held in your Innovative Finance ISA (other than by reason of making a transfer to another ISA manager), you will be able to instruct us to transfer the cash to the account from which you made your original subscription. If the cash withdrawn is part of the subscription monies from a prior tax year, any subsequent subscription will be treated as being for the current tax year (assuming that you have not exceeded your annual allowance). If you withdraw income and then make a new subscription, the return of the income to your account will not count towards your annual ISA allowance.

37.5 If you wish to sell all or some of the loan(s) held in your Innovative Finance ISA before the end of the term of the loan(s), Money&Co. will use its best endeavours to execute the sale either through the Loan Market or as a matched bargain and the proceeds of the sale (after deducting Money&Co.'s fee of 0.25%) will be credited to your Innovative Finance ISA account. You can then give an instruction to transfer the cash to the bank account from which the original subscription was made if you so wish.

38. INNOVATIVE FINANCE ISA - TRANSFERS IN

38.1 If you have an existing Cash ISA or Stocks and Shares ISA, you can transfer them to Bramdean. If you are transferring a Stocks and Shares ISA, you must ask the ISA manager to liquidate the investments and then transfer cash to your new Innovative Finance ISA.

38.2 The minimum amount that we will accept as a transfer is £1,000.

38.3 Bramdean does not charge a fee for receiving transfers, but your existing ISA manager may do so.

38.4 If you transfer ISAs from more than one ISA manager, all of the cash received will be put into your Innovative Finance ISA account held with Money&Co.and managed by Bramdean and you will no longer be able to separately identify monies subscribed in individual tax years.

39. INNOVATIVE FINANCE ISA - TRANSFERS OUT

39.1 Non-cash investments held in your Innovative Finance ISA cannot be transferred in part or whole to another ISA manager.

39.2 If only cash is held in your Innovative Finance ISA, then the whole ISA may be transferred to another ISA manager. The circumstances in which only cash is held will include (i) if you have just subscribed for your Innovative Finance ISA and the money received has not yet been invested in loans; or (ii) the loans held in your Innovative Finance ISA have matured and the monies have not been reinvested; or (iii) the loans have been sold.

39.3 Where transfers are permitted under clause 39.2, you may request a transfer to another manager.

39.4 If only cash is held in your Innovative Finance ISA and you are transferring it to another ISA manager, you must ask the new ISA manager to send us a Transfer Authority Form.

39.5 When you inform us that you wish to transfer your Innovative Finance ISA to another ISA manager, you must stipulate a transfer period, which cannot be less than 30 days. If you have requested the sale of loans held in your Innovative Finance ISA in preparation for making a transfer request, this cannot be made until all the loans have been sold. Money&Co. will use its best endeavours to ensure that loans are sold as quickly as possible, but this may take some time as it will depend on demand from other Lenders.

40. INNOVATIVE FINANCE ISA - CLOSURE

40.1 You can close your Innovative Finance ISA at anytime. Any request to do so must be received by us in writing and must be addressed to Bramdean.

40.2 Bramdean has the right to close your Innovative Finance ISA, but will only exercise this right if it is necessary to do so. Bramdean will give you 30 days' notice of any intention to close your Innovative Finance ISA.

40.3 If Bramdean is informed of your bankruptcy, we will take steps to close your Innovative Finance ISA from the date of appointment of the trustee in bankruptcy.

40.4 Bramdean will close your Innovative Finance ISA on notification of your death. All tax benefits will cease from the date of your death and any interest payments received from your loan portfolio after that date will be subject to tax. Any gains made on the sale of any loans held in your name after your death will also be subject to tax.

40.5 If your Innovative Finance ISA is to be closed, we will take steps to sell any loans held unless otherwise agreed with you if you have chosen to close your account. Peer-to-peer loans are illiquid investments and it may take some time to liquidate your portfolio. Money&Co. will use its best endeavours to do this as quickly as possible.

40.6 Any cash held in your Innovative Finance ISA when your closure instruction has been given can be transferred to the same bank account from which the original subscription was made. If it is necessary to sell loans, cash will be transferred to you when the proceeds of the sale are received.

40.7 Bramdean will notify you if by reason of any failure to satisfy the ISA regulations, the Innovative Finance IS becomes void. For example, if it becomes apparent that you have exceeded your annual ISA allowance as a result of your subscription, HMRC may require Bramdean as the ISA manager to void the subscription.

41. INNOVATIVE FINANCE ISA - DELEGATION

41.1 Bramdean. is entitled to delegate its functions and responsibilities relating to the management and administration of your Innovative Finance ISA under these terms and conditions. However, Bramdean must ensure that any organisation accepting these functions and responsibilities is competent to carry them out.

41.2 Bramdean will not be liable for the negligence or misconduct of such delegate provided always that Bramdean does not exclude or restrict liability owed to you by either one of them under the ISA regulations.