Terms and Conditions

1. INTRODUCTION

It is important that you read these terms carefully. It is also important that you understand that Peer-to-Peer lending is not covered by the Financial Services Compensation Scheme (FSCS) and therefore your capital may be at risk if a Borrower fails to repay a loan that you are matched to.
We strongly recommend that you seek independent financial and tax advice when considering whether to lend your funds through Orchard Lending Club.


1.1

Orchard Lending Club does not provide any advice, nor does it make any recommendations to its customers. The firm solely performs, on an “execution only” basis, the provision of and assignment of lending arrangements from business borrowers to our lending customers at the initiative of our lending customers. It is your responsibility to assess whether the Orchard Lending Club service is suitable or appropriate for your needs and any decision made to use our services is done so entirely on your own accord.

1.2

Please be aware that acceptance as a customer of Orchard Lending Club does not imply that we have confirmed that its service is suitable or appropriate for you. We advise you to consider whether our lending service meets your own risk levels and investment objectives and that you should only commit such funds that you are able to financially bear the risk of loss considering your other financial commitments.

1.3

Please note that any advertised returns on your investment are not guaranteed. You may apply to access your money early, but this may not be possible in all circumstances and you may have to pay a fee.

1.4

By using our service you confirm that you have the necessary experience and knowledge in order to understand the risks involved or you have had the opportunity before investing to take such advice as you feel necessary from a relevant qualified investment professional or advisor to assist your understanding of the risks involved. You further confirm that you have relied solely on such advice or your own judgement and not on anything said or written by Orchard Lending Club or its affiliates.

1.5

If we breach these Terms we have a limit on our liability to you (please see clause 23 for more details).

1.6

Please be aware that you may be liable to us for any breach of these Terms.

2. APPLICABILITY AND DEFINITIONS

Orchard Lending Club is the trading name for Orchard Finance Limited (“we, “us” or “our”) and is registered in England and Wales with company registration no. 07074570 with its registered office being 721 Capability Green, Luton, England, LU1 3LU. These Terms govern the use of our peer to peer lending site (“http://orchardlendingclub.com”). We are authorised and regulated by the Financial Conduct Authority, under an interim permission to enter into a regulated credit agreement as a lender, exercise, or have the right to exercise, the lender's rights and duties under a regulated credit agreement, to carry out credit broking and debt administration and peer to peer lending platform activity, under firm reference number 634265.
The following definitions and rules of interpretation apply in these Terms:

2.1.

“Applicable Law” means any related amendment, re-enactment, subordinate legislation and regulations.

2.2.

“Auto Match”, “Auto Matched” or “Auto Matching” refer to the automatic matching of Lenders and Borrowers in accordance with clause 7.5.2 and “Auto Match Option” has the meaning given to such term in that clause.

2.3.

“Borrower” means a person who has registered with the Platform and wishes to borrow money for business purposes using the Platform and has been approved by our Credit Approval Team as a borrower.

2.4.

“Business Day” means a day (other than a Saturday and Sunday or Public Holiday) when banks in London are open for business.

2.5.

“Buy Back Guarantee” has the meaning given to such term in clause 19.1.

2.6.

“Cash Holding Account” refers to a bank trust account where cleared funds which you deposit with us as a potential Lender are held on your behalf to enable you to make a Lending Commitment.

2.7.

“Credit Approval Team” refers to our credit committee who evaluate all potential borrowers and borrower loan requirements in advance of them being approved and prior to any member of the Orchard Group or Lender making a loan to them via the Platform.

2.8.

“Default Event” refers to circumstances where a Borrower, to whom a Lender has been Matched, or Auto Matched, is in default of his Loan Agreement and has failed to remedy the default in accordance with such Loan Agreement.

2.9.

“Early Access” refers to a service provided by us whereby, in respect of an Auto Match Option only, on the request of a Lender we will procure the assignment or re-assignment of all loans to which that Lender is a party to other lenders on the Platform therefore allowing such Lender immediate access to all interest and capital owing to him minus a pre-disclosed administration fee. Early Access is at all times subject to there being sufficient liquidity through other Lenders wishing to provide Lending Commitments.

2.10.

“Intellectual Property Rights” means all patents, rights to inventions, copyrights and related rights, trade marks, business names and domain names, rights in get up, goodwill and right to sue for passing off, database rights, right to use, and protect the confidentiality of, confidential information, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim property from, such rights and all similar or equivalent rights or forms of protections which subsist or will subsist now or in the future in any part of the world.

2.11.

“Lender” means a person who has registered with the Platform and has been Matched or Auto Matched with a Borrower via the Platform or has otherwise been assigned a loan in accordance with these Terms.

2.12.

“Lending Commitment” refers to a Lender, via the Platform, accepting a Loan Request by instructing us to either Match or Auto Match such Lender’s funds to one or more Borrowers.

2.13.

“Lending Opportunity” refers to any Loan Offer available via the Platform which a potential lender may choose to accept and enter into a Lending Commitment.

2.14.

“Loan Agreement” refers to the lending contract entered into either (i) initially between a member of the Orchard Group and a Borrower, or (ii) between a Lender and a Borrower, which regulates the terms of the loan made to the Borrower. The Loan Agreement can be entered into by the Platform for and on behalf of either or both the Lender and/or the Borrower, by way of assignment, novation, sale, sub-participation or any other suitable method of transfer.

2.15.

“Loan Assignment” means the process of assigning or re-assigning (as applicable) the partial benefit of a Loan Agreement to a Lender, where the partial benefit being assigned/re-assigned shall be equivalent to the amount of capital that Lender has committed to lend to that Borrower, in accordance with their Lending Commitment.

2.16.

“Loan Offer” has the meaning given to such term in Clause 5.5.

2.17.

“Loan Request” has the meaning given to such term in Clause 5.5.

2.18.

“Match”, “Matched” or “Matching” refers to the matching of Lenders to Borrowers in accordance with Clause 7.5.1 and “Matched Option” has the meaning given to such term in that clause.

2.19.

“My Account” refers to your personalised secure area of the Platform (accessed through providing your log in details) which shows a summary of your lending activities conducted through us, including your current balances and details of the Lending Commitments that you have entered into.

2.20.

“New Loan” means the process of financing a Borrower who is not already a party to a Loan Agreement, in accordance with appropriate Lending Commitments.

2.21.

“Orchard Group” refers to any subsidiary or any holding company from time to time of Orchard Finance Limited, and any subsidiary from time to time of a holding company of that company.

2.22.

“Platform” refers to the internet based service provided by Orchard Lending Club which allows Lenders and Borrowers to be Matched or Auto Matched. This includes all secure areas of the Website in addition to any technology made available to Lenders.

2.23.

“Terms” refers to the terms and conditions that are set out in this document together with any other policies referred to herein.

2.24.

“Website” refers to our main website which can be found at www.orchardlendingclub.com.

2.25.

“You” and other like terms refer to you, the user of the Website and the Platform.

2.26.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

2.27.

“Trustee” has the meaning given to such term in Clause 9.2.

3. INCORPORATION

3.1.

By accessing and using the Platform you agree to be bound by these Terms.

3.2.

These Terms apply howsoever you decide to access the Platform (including through the Website or through any mobile device application).

3.3.

We may make changes to these Terms and/or to the way we operate the Website or Platform from time to time and will take reasonable steps to bring any material changes to your attention. If you do not agree to these Terms or to any changes made to them, you must not use, and must cease using, the Website and the Platform. Your continued use of the Platform thereafter will be deemed to be acceptance of the changes.

3.4.

Our Privacy Policy forms part of these Terms and contains details of how we may use the personal information you provide to us when registering, including how we use credit and ID checks to protect you and those you interact with on the Platform. You should read our Privacy Policy carefully before completing your registration or application. By continuing to use the Website and Platform you consent to such use of your personal information. To view our Privacy Policy please click here.

3.5.

Our policy relating to the use of cookies forms part of these Terms. To view our Cookies Policy please click here.

3.6.

If you are borrowing through the Platform, these Terms should be read together with the terms and conditions contained in your Loan Agreement and ancillary documents.

3.7. In the event of any conflict or inconsistency between:

 3.7.1. these Terms; and
 3.7.2. any Loan Agreement,

   the latter will prevail and take precedence.

3.8.

If you have any questions about these Terms, please contact our Customer Services team on 01582 346298 or by email at info@orchardlendingclub.com.

4. REGISTRATION

4.1.

To use our Platform, either as Borrower or Lender, you must register with us by providing us with all the relevant details requested. You agree to provide true and accurate information when registering and acknowledge that we will rely upon the information that you provide.

4.2.

You will only be entitled to use the Platform after we notify you that your registration has been successful. We are not obliged to accept your application for registration.

4.3. You will only be allowed to register as a Lender if, and by agreeing to these Terms you warrant that:

 4.3.1.  you are an individual who is acting in a personal capacity and not for a business;

 4.3.2.  you are 18 years of age or older;

 4.3.3.  you are a permanent resident of the United Kingdom; and

 4.3.4. you have a bank account in the UK in your own name.

4.4.  You will only be allowed to register as a Borrower if, and by agreeing to these Terms you warrant that:

 4.4.1.  where your business is operated by a limited company or a limited liability partnership, it is registered in England and Wales;

 4.4.2.  where you are an individual, you are 18 years of age or older and you are a permanent resident of the United Kingdom;

 4.4.3.  where you are a partnership or a sole trader, your permanent place of business is in the United Kingdom; and

 4.4.4.  you have a bank account in the UK.

4.5.

You must provide us with all information requested during the application process and comply with all our identification and anti-money laundering requirements to enable us to comply with all laws, regulations, rules and regulatory guidance applicable to the Platform. Such process may involve a credit search “footprint” on your credit file which may be seen by other organisations when searching your file, but should not affect your credit score. If your registration is successful, we will provide you with a “Membership Account”. This will constitute you being a “Member”, entitled to use the Platform in accordance with these Terms.

4.6.

You are responsible for keeping your user name and password confidential. You are solely responsible for any and all use of your Membership Account and for all transactions and other activities that occur thereunder.

4.7.

You agree that we are entitled to assume all correspondence, orders, transfers and instructions made by reference to your password and account number are made by you.

4.8.

We may refuse to act on any instruction or suspend or disable access to your Membership Account or password if, in our reasonable opinion, your Membership Account information has been compromised. You must tell us immediately if you suspect any unauthorised use of your Membership Account or access to your password.

5. BORROWING - TERMS APPLICABLE TO BORROWERS

5.1.  This clause 5 applies to Borrowers only.

5.2.

Following verification of your registration you will be required to complete an initial request (“Initial Request”) detailing the requested loan amount (the “Loan”) and the term for repayment and any other information required. You agree to provide all information in your Initial Request accurately and truthfully.

5.3.

From your Initial Request we will carry out an initial assessment (the “Initial Assessment”) and prepare an initial estimated payment profile. Should you accept the estimated payment profile on which this is based the Initial Request will be further assessed by us (the “Secondary Assessment”). You permit us to accept the estimated payment profile on your behalf. We are not obliged to accept or process your Initial Request either during the Initial Assessment or the Secondary Assessment.

5.4.

Following the Secondary Assessment we will provide details of the terms on which we recommend that the Loan be loaned (the “Loan Terms”) being the interest rate amount, the term and the frequency and amount of each repayment.

5.5.

If you accept the Loan Terms this will constitute a request (“Loan Request”) to be loaned money in accordance with the Loan Terms by Lenders who have committed to lend money to you via the Platform by choosing either an Auto Match Option or the Matched Option (“Loan Offers”). By registering as a Borrower on the Platform you permit us to accept the Loan Terms on your behalf.

5.6

When there are enough Loan Offers to meet your Loan Request, we will advise you that the Loan Request has been satisfied. This will constitute acceptance of the relevant Loan Offers and will automatically constitute a Loan Agreement entered into between you and the Lenders who have made such Loan Offers.

5.7.

If there are not enough Loan Offers to meet the Loan Request by the end of the period referred to in the Loan Request, the Loan Request will be withdrawn from the Platform.

5.8.

Prior to being transferred the Loan you may be required to transfer a nominal amount into our client account (the "Orchard Lending Account") from your bank account to verify your account. Following receipt of the nominal amount or otherwise we will arrange for the transfer to your bank account the Loan and if required repay to you the nominal amount.

5.9.

Once a Loan Agreement is formed, you will be required to set up a direct debit from your bank account to an account designated by us in accordance with such Loan Agreement.

6. APPOINTMENT OF US AS AGENT - TERMS APPLICABLE TO LENDERS

6.1. This clause 6 applies to Lenders only.

6.2.

You hereby irrevocably appoint us as your agent to perform the following duties for as long as any Loan Agreement to which you are a party or these Terms remain in force:

6.2.1

to conduct credit and affordability checks on prospective Borrowers to determine their creditworthiness and to agree the amount, term and rate at which they can borrow and the frequency of repayments;

6.2.2

to communicate your Lending Commitments to any Borrowers to whom you are Matched or Auto Matched;

6.2.3

to enter into a Loan Agreement on your behalf;

6.2.4

upon a Loan Agreement being formed, advancing the amount of credit to the Borrower or to a third party where agreed and authorised by the Borrower;

6.2.5

collecting all payments due under the terms of your Loan Agreements;

6.2.6

to procure the assignment or re-assignment (as applicable) of the partial benefit of any Loan Agreement to which your funds have been Auto Matched. The partial benefit being assigned to you shall be equivalent to the amount of capital that you have lent to that Borrower in accordance with the terms of that relevant Lending Commitment;

6.2.7

to procure the re-financing or novation of the partial benefit of any Loan Agreement to which your funds have been Auto Matched;

6.2.8

to enter into negotiations and make agreements on your behalf relating to the individual terms of any New Loan or loan that you are assigned or re-assigned (as the case may be) provided that you do not receive less interest or enter into a longer term than was agreed at the time you accepted your Lending Commitment; and

6.2.9

to manage the recovery processes where any Borrower has failed to make payments to you under any Loan Agreement or where a Default Event has occurred. As part of this recovery process you provide us with the requisite authority to sub-contract this process to a third party to act on your behalf.

6.3.

You agree that we (or any member of the Orchard Group which we shall be entitled to nominate at our discretion) shall be appointed to act as your agent in relation to a Loan Agreement or a loan agreement for a New Loan for the purpose of enforcing or procuring the enforcement of the related loan. Where there has been a Default Event, we (or any member of the Orchard Group) shall be authorised to issue recovery proceedings against the Borrower on your behalf. Any costs of enforcement, to the extent they are not recovered from the Borrower, shall be for your account.

7. LENDING – TERMS APPLICABLE TO LENDERS

7.1.

This clause 7 applies to Lenders only.

7.2.

In order to lend your money using the Platform you must make a Lending Commitment which is the way you communicate to us your decision to lend money for up to a predetermined amount of time. You can make as many Lending Commitments as you like subject to you having sufficient cleared funds in your Cash Holding Account.

7.3.

Before you can make a Lending Commitment you must have cleared funds in your Cash Holding Account or provided us with satisfaction that you have funds available to make a Lending Commitment. Where applicable all lenders will be issued with their own user reference number once registered on the Platform (“URN”). You can send funds to your Cash Holding Account by bank transfer or debit card (with all funds being sent from a bank account in your name including a reference to your URN) or we can request you to send your funds to the bank account of the Borrower or such other bank account as we may notify to you. If applicable once the funds have cleared, you will see the balance available in your My Account section of the Platform.

7.4.

All of your Lending Commitments are visible to you within your My Account section of our Platform. Importantly, you can also view how much of your Lending Commitment is actually on loan on a real time basis from within this section.

7.5. There are two ways to make a Lending Commitment on the Platform:

 7.5.1.  by hand-picking the borrowers using a search tool to identify Lending Opportunities that you might be interested in and making loan offers which will then be matched via the Platform (“Matched Option”); and/or

 7.5.2.  by choosing a product which automatically lends your money against certain parameters advertised on the Website, such as durations and indicative interest rates (“Auto Match Option”).

Matching
7.6.  By making a Lending Commitment via the Matched Option:

 7.6.1.  you acknowledge that you have read and understood the Loan Request; and

 7.6.2.  you acknowledge and agree that our decision to allow the relevant Borrower to publish the Loan Request does not constitute any approval or endorsement of the Loan Request and further that you accept and agree that we do not warrant that use of any of the documents supplied as part of the Platform service including, without limitation, any loan agreement for a New Loan and these Terms are suitable or appropriate for your needs and you must take your own independent legal and other advice on the terms of such documents.

7.7.  When you make a Lending Commitment, the amount you specified will immediately be shown as reserved in your Membership Account. Any money so reserved will not be available to be Matched to other Borrowers or to be withdrawn from the Cash Holding Account for a period ending on the earlier of:

 7.7.1.  the target funding level specified in the Loan Request being achieved and subsequent funding of the loan;

 7.7.2.  the Loan Request failing to attract the target funding level within the period specified in such Loan Request (as extended in accordance with these Terms); or

 7.7.3.  the date upon which the Loan Request is withdrawn or otherwise terminates in accordance with these Terms.

7.8.

Valid Lending Commitments via the Matched Option will be accepted in the order in which they are entered on the Platform (subject to our right to reject any Lending Commitment under clause 7.20).

7.9.

The acceptance of your Lending Commitment and the other Lenders’ Lending Commitments (if any) via the Matched Option creates a loan agreement for a New Loan, which is a separate, direct contractual relationship between you as a Lender and the relevant Borrower.

7.10.

If the Loan Request target funding level is not met during the time limit as specified in the Loan Request in accordance with clause 7.5.1, we may, with the Borrower’s consent, extend the funding period. If this happens, you may log into your My Account and cancel your Lending Commitment. Upon cancellation, the amount specified in your Lending Commitment to that Borrower will no longer be reserved in your Membership Account and you as a Lender will be free to allocate that amount to another Lending Commitment.

Auto Matching
7.11.

When you make a Lending Commitment via the Auto Match Option, we act as your agent by Auto Matching your offer to lend against Loan Requests. On receipt of your Lending Commitment we shall at our discretion Auto Match your money against a Loan Request (or numerous Loan Requests) with a term that does not exceed the term you have committed to when making your Lending Commitment.

7.12.

Lending Commitments are irrevocable and may not be withdrawn once submitted over the Platform. However, you may use our Early Access service, subject to our approval (see clause 11), to gain access to your money.

7.13.

When entering into a Lending Commitment, you expressly authorise us to Auto Match your money to a Borrower by way of procuring a Loan Assignment or the entry into a New Loan. You fully authorise us to enter into Loan Agreements on your behalf.

7.14.

On entering into your Lending Commitment, the fixed rate of interest which you accepted as a term of such Lending Commitment shall be stated and this rate of interest shall remain in place for the term that is agreed.

7.15.

You shall start to accrue interest once we approve your Lending Commitment regardless of whether your money is immediately Auto Matched or not. The rate of interest at which interest shall accrue shall be that rate contained in the relevant Lending Commitment. You may be Auto Matched to a Borrower whose Loan Agreement has a different interest rate to the rate specified in the Auto Match Option which forms part of your Lending Commitment. In such circumstances, you will only be paid the rate of interest set out in your Lending Commitment. We may charge any differential interest rate as a fee for the provision of our service to you.

7.16.

Lending Commitments are Auto Matched by time so that Lenders will be Auto Matched in order of when they credited their Membership Account and committed to an Auto Match Option. However any funds that are re-invested by Lenders into an Auto Matched Product will be given priority in such order.

7.17.

You may invest any interest paid out into your My Account into a new product via the Platform.

Terms applicable to both Matching and Auto Matching
7.18.

You agree that all Lending Commitments that you enter into can be repaid early without notice and we (or any member of the Orchard Group) have the right to repay your capital and accrued interest into your Cash Holding Account in our absolute discretion, without prior notification.

7.19.

Once your money has been Matched or Auto Matched, you are not permitted to vary or cancel the terms of the Loan Agreement or the loan agreement for a New Loan with that Borrower to whom you have been Matched or Auto Matched.

7.20.

We reserve the right to reject a Lending Commitment for any reason, or no reason, at any time.

7.21.

All repayments under a Loan Agreement will be made by the relevant Borrower to Lenders without deduction of income tax. It is your responsibility to account for any income tax and other corporate or personal taxes that may be payable by you to the appropriate authorities.

8. CASH HOLDING ACCOUNT - TERMS APPLICABLE TO LENDERS

8.1.

The Cash Holding Account is provided as a short term facility to hold any funds you wish to have cleared and ready to be used when entering into a Lending Commitment. The Cash Holding Account allows for a Lender to enter into a Lending Commitment on demand and with minimal delay. It is provided to a Lender as a convenience and it is not intended to be a service in its own right.

8.2.

All customer money held in the Cash Holding Account is held in a segregated bank account and is recognised as client monies. Should Orchard Group cease to trade, the client money held in the Cash Holding Account will not be considered to be part of Orchard Group’s assets and will be available for return to you. Individuals and companies depositing funds are both treated as ‘Retail Clients’, which means they benefit from the highest level of protection available. In the event of a distribution, all our customers will rank equally, regardless of whether they are an individual or a business.

9. TRUSTEE AND ROLE OF ASSOCIATED PREMIUM FUNDING

9.1.

All monies in the Cash Holding Account will be held on trust for and on behalf of Lenders. The assignment of the benefit of any security from a Borrower to the Platform will be held on trust for and on behalf of Lenders. The Platform will enter into an agreement with the Trustee that all monies held in the Cash Holding Account and assignment of the benefit of any security from a Borrower are held in trust for and on behalf of Lenders.

9.2.

Associated Premium Funding Limited (“APF”) is a company registered in England and Wales with company number and whose registered office is at 721 Capability Green, Luton, England, LU1 3LU. In these Terms, a reference to "Trustee" is a reference to APF.

9.3.

By agreeing to these Terms, you are irrevocably appointing the Trustee to hold all monies in the Cash Holding Account and the benefit of any security from a Borrower on trust for itself and for you and all other Lenders on the terms of the agreement between the Platform and the Trustee. The Trustee will 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 can reasonably be assumed to be within his knowledge or within his power to verify.

9.4.

Section 1 of the Trustee Act 2000 will not apply to the duties of the Trustee in relation to the trusts constituted by this clause 9. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this clause 9, the provisions of this clause 9 will prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this clause 9 will constitute a restriction or exclusion for the purposes of that Act.

9.5.

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

9.6.

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

9.7.

The Trustee's resignation notice will only take effect upon:

 9.7.1 the appointment of a successor; and

 9.7.2 the transfer of the trust arrangement set out in this Section 9 to that successor.

9.8.

Upon the appointment of a successor, the retiring Trustee will be discharged from any further obligation in respect of the Cash Holding Account but will remain entitled to the benefit of any provisions contained in this clause 9.

9.9.

In certain extreme circumstances the Trustee may be legally required to seek instruction from you and any other affected Lenders before dealing with the Cash Holding Account or the benefit of any security from a Borrower.

9.10.

If your instructions are needed in accordance with clause 9.9, we will contact you by e-mail explaining the proposed action and your voting rights in relation to that action. If you do not respond to the e-mail within three Business Days, you will no longer be entitled to vote. Once three Business Days pass, any votes received will be aggregated and acted on by us or the Trustee.

10. DEFAULT IN REPAYMENT

10.1.

In the event that you, as a Borrower, fail to make a payment when due, we will take such actions as outlined in the Loan Agreement in order to recover the balance outstanding, including the use of third parties and collection agencies. Any late payment fees or charges will be payable as specified in the Loan Agreement.

10.2.

Should you, as a Borrower, fail to bring your payments up to date in accordance with the Loan Agreement we will, at our discretion, reach a payment plan with you, for payment of the arrears.

10.3.

Should you, as a Borrower, not bring your payments up to date or fail to make a payment under the agreed payment plan we will be entitled to pursue any enforcement actions outlined in the Loan Agreement.

10.4.

If your account is placed in default we may give you notice that all outstanding monies under and in connection with the Loan together with accrued interest and further charges have become immediately due and payable whereupon you shall be obliged to immediately repay all outstanding Loans, interest and fees.

10.5.

Any costs, charges, expenses and fees incurred in pursuing you for repayment of monies due under and in connection with the Loan will be added to the balance outstanding. You agree that you will be responsible for paying such fees, whether or not ordered to be paid by any court or other adjudicator.

10.6.

If you are a Lender, we will give you notice should a Borrower fail to make a payment when due under a Loan Agreement to which you are a Lender.

10.7.

If you are a Lender, we will act as agent on behalf of all Lenders who are party to the applicable Loan Agreement to manage the recovery processes where any Borrower has failed to make payments to you or where a Default Event has occurred. As part of this recovery process you provide us with the requisite authority to sub-contract this process to a third party to act on your behalf.

10.8.

You as Lender acknowledge that it is possible that the proceeds (if any) recovered as a result of any recovery and enforcement activity specified in this clause 10 may not be sufficient to discharge all the relevant Borrower's obligations to you. In that case, you will only be entitled to recover a share of any recovery proceeds, subject to deduction of the costs of recovery, according to the proportion that the loan amount (as defined in each Loan Agreement) under each of your Loan Agreements represented to the total loan amount borrowed by that Borrower. In addition, it is possible that there may be other creditors of the Borrower that have claims that may be recovered in priority to your claims and those of the other Lenders.

11. RISK ACKNOWLEDGEMENT - TERMS APPLICABLE TO LENDERS

11.1.

You acknowledge and confirm that you have carefully considered the risks involved in lending your money through our Platform and that your participation in any Loan is entirely at your own risk. You acknowledge and confirm that the Platform may enter into Loan Agreements on your behalf.

11.2.

You understand that you risk losing any of your funds which have been Matched or Auto Matched, in circumstances where a Borrower to whom you are Matched or Auto Matched defaults on their repayments and we have no liability for any such loss. We may in our absolute discretion pay on the Borrower’s behalf all payments that are due to you.

11.3.

You acknowledge that by entering into a Lending Commitment you are engaging in peer to peer lending and that at no time shall you, as Lender, be lending money to Orchard Finance Limited.

11.4.

You understand that your capital is at risk and is not protected by the Financial Services Compensation Scheme (www.fscs.org.uk) and as such if a Borrower, to which you have lent money to, failed to make repayments you would not be able to use the Financial Services Compensation Scheme to retrieve any lost capital.

11.5.

You acknowledge and confirm you have made your own independent decision to enter into a Lending Commitment and your decision is based on such information as you deem appropriate under the circumstances and is without reliance upon us or any member of the Orchard Group. You further confirm that we (or any member of the Orchard Group) have not offered nor have you received any investment advice from them relating to the suitability of any of the Lending Opportunities listed on its Website or Platform and therefore your participation in any lending activity through our Website or Platform is done so entirely at your own risk. If you are in any doubt we strongly recommend that you seek independent advice from an authorised and approved financial advisor.

12. EARLY REPAYMENT

12.1. If you, as a Borrower, want to repay the Loan early, you should notify us by contacting us at Orchard Lending Club, 721 Capability Green, Luton, England, LU1 3LU.

12.2. Early repayment will be governed by your Loan Agreement or loan agreement for a New Loan.

13. EARLY ACCESS SERVICE

13.1.

This clause 13 applies to Lenders only.

13.2.

The Early Access service allows any Lender to gain immediate access to their money which has been Auto Matched (please note the Early Access service is not available to loans which are Matched rather than Auto Matched).

13.3.

We have full discretion to offer Early Access to Lenders but it is not guaranteed.

13.4.  You authorise us, acting as your agent, at our discretion to enter into any agreement that is required to transfer all or part of your Auto Matched loans to another Lender, a member of the Orchard Group or a third party:

 13.4.1. if there has been or (in our opinion) is reasonably likely to be a payment default by a Borrower under a Loan Agreement or a loan agreement for a New Loan; or

 13.4.2. if you give notice to us that you want Early Access.

13.5.

Early Access is at all times subject to there being sufficient liquidity through other Lenders wishing to provide Lending Commitments. We shall not be required to provide explanation or justification as to why a request for Early Access has been accepted or rejected.

13.6.

We will charge you an administration fee related to the principal outstanding amount of the loan(s) to which you are a lender and are withdrawing from at the date you request Early Access should you use the Early Access service. The charge and calculation methodology may change from time to time but the administration fee shall be fully disclosed to you at time a request for Early Access is made.

13.7.

Once your Early Access request has been approved, the money to which the Early Access request relates shall be returned to your Membership Account together with any accrued interest less the administration fee.

13.8.

Once your Early Access request has been approved and upon the return of your money you agree that you will have irrevocably waived all of your rights, future interest payments, title and security arising from those Loan Agreements or loan agreements for New Loans to which you were Auto Matched and which were the subject of your Early Access request.

14.ACCEPTABLE USE AND CONTENT STANDARDS

14.1. You will not access or use the Website or the Platform except for their intended purpose and will not attempt to:

 14.1.1. gain unauthorised access to, make unauthorised alterations to, or introduce any kind of malicious code to the Website, the Platform or us by any means;

 14.1.2. knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

 14.1.3. reverse engineer or decompile (whether in whole or part) the Platform or any software available through the Website;

 14.1.4. make copies, modify, reproduce, transmit, alter or distribute all or any part of the Platform or Website or any material or information contained in them, other than as permitted by law;

 14.1.5. use the Website or Platform for any purpose that is unlawful under any Applicable Law;

 14.1.6. use the Website or Platform to commit any act of fraud;

 14.1.7. use the Website or Platform to simulate communications from us or another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’); or

 14.1.8. use the Website or Platform in any manner that disrupts their operation.

14.2.

You will not disguise or interfere in any way with the IP address of the computer you are using to access the Website or otherwise take steps to prevent us from correctly identifying the actual IP address of the computer you are using whilst accessing the Website.

15. TERMINATION

15.1. You may end your membership with us by contacting us at 721 Capability Green, Luton, England, LU1 3LU as long as you, if a Borrower, have repaid all your Loan Agreements in full.

15.2.

We may end your membership by telling you in writing if:

15.2.1.

you are in material breach of any of these Terms and in the event that such a breach is remediable you fail to remedy that breach within 7 days of us notifying you in writing to do so;

15.2.2.

notwithstanding the generality of clause 15.2.1, you breach clause 14;

15.2.3.

being a Borrower, we issue you with a notice of default;

15.2.4.

any warranties you provide to us or any Lender are untrue, inaccurate or misleading;

15.2.5.

we discover that inaccurate or incomplete information has been provided in registering with the Platform or, in the case of a Borrower, in the Loan Request;

15.2.6.

being a company, a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up;

15.2.7.

being an individual, you are the subject of a bankruptcy petition or enter into an individual voluntary arrangement;

15.2.8.

being an individual, you die; or

15.2.9.

your Membership Account is unused for 1 year.

15.3.  In the event that your membership is ended:

 15.3.1. your right to use our Platform will end and you will not be able to access your Membership Account; and

 15.3.2. we will transfer to you any sums credited to your Membership Account or any sums to which you are entitled to that are being held in the Cash Holding Account.

15.4. Termination of your membership does not, if you are a Borrower, affect your obligation to repay in accordance with any Loan Agreement or loan agreement to a New Loan to which you are a party.

15.5. We may retain a copy of any personal information we hold about you in accordance with our privacy policy.

16. OTHER RIGHTS

16.1.

Notwithstanding our rights of termination pursuant to clause 15, in the event that any of the matters contained in clause 15.2.1 to 15.2.7 occurs, we may also take the following actions:

16.1.1.

immediate, temporary or permanent withdrawal of your Membership Account and your right to use our Platform;

16.1.2.

issue of a warning to you;

16.1.3.

legal action against you including proceedings for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and/or

16.1.4.

disclosure of such information to law enforcement authorities or third party complainants as we reasonably feel is necessary or required to disclose.

17. USE OF OUR PLATFORM

17.1.

We grant you a non-exclusive, limited licence to access the Platform for the purposes envisaged in these Terms.

17.2.

Where the Platform is being accessed from any website other than www.orchardlendingclub.com you agree to comply with both these Terms and any terms of use relating to the third party website. Where there is a difference between these Terms and those of any other website operating the Platform, these Terms shall prevail. The display of any hyperlink and reference to any third party website does not mean that we endorse that third party's website, products or services. Your use of a third party site may be governed by the terms and conditions of that third party site.

18. INTELLECTUAL PROPERTY

18.1.

All Intellectual Property Rights in the Platform design, text, graphics, interfaces, content and material included on our Platform are owned by us and our licensors. You may make use of it solely for the purpose of using our Platform as envisaged by these Terms.

18.2.

We own all rights in any price data and related content on the Platform. Your registration and use of our Platform does not transfer any rights to the content and related Intellectual Property Rights contained in our Platform. Except as otherwise permitted by law, you agree not to monitor, use or copy our web pages or any content on the Platform, including without limitation, any price data without our prior consent. Any unauthorised use or reproduction may be prosecuted.

18.3. Any data licensed to us from third parties is provided for use on the Website only and may not be used for any commercial purposes without the consent of such third parties.

19. BUY BACK GUARANTEE

19.1.

To provide protection to Lenders, we may provide or arrange for the provision of a buy back guarantee as set out in Schedule 1 (the “Buy Back Guarantee”) as a safeguard for Lenders against Borrower defaults.

19.2.

We shall have absolute discretion whether to issue a Buy Back Guarantee to an applicable Lender.

20.CONFIDENTIALITY

20.1.

We shall be obliged to disclose to you any information, consider or to take into account any information or other matters which come(s) to our notice or the notice of any of our employees, directors, agents, or associates if:

20.1.1.

you are in material breach of any term of these Terms; and/or

20.1.2.

you breach any term of any Loan Agreement, the loan agreement for a New Loan or related agreement to which you are a party; and/or

20.1.3.

we suspect that you have used the Platform or the Website, or intend to use the Platform or the Website, for the purpose of an illegal activity.

20.2.

Orchard Group and you will keep confidential and will not disclose to any third party any information that is marked or otherwise indicated as being confidential, except information that any of us is bound to disclose under any Applicable Law or by order or request of any regulatory authority or by a court of law, or to our respective professional advisers for the purposes contemplated in these Terms, or in our case, where disclosure is necessary to exercise any of our rights or perform any of our obligations under these Terms.

21. LIMITATIONS ON OUR PLATFORM

21.1.

We cannot guarantee access to the Website, the Platform or to your Membership Account at all times. We may suspend access to the Website, the Platform or to your Membership Account for technical reasons, or for maintenance or repair. Access to the Website is permitted on a temporary basis and we may suspend access to the Website, or any part of it, without notice where we are required to do so by any Applicable Law or where the Website is unavailable through no fault of our own. In other circumstances we will give you at least 14 days prior notice by posting such notice on the Website before it will be unavailable.

21.2.

We will not be liable to you (other than our negligence, breach of contract, wilful default or fraud) should you be unable to access the Platform or your Membership Account.

21.3.

While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the Platform, we accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate antivirus software on your computer.

22. RELIANCE ON PLATFORM INFORMATION

22.1.

The content on the Website is provided for general information only and is not intended to amount to advice on which you should rely. Although we make reasonable efforts to update the information on the Website, we make no promises that the content on the Website is accurate, complete or up to date.

22.2.

We disclaim to the fullest extent permissible by law all warranties as to the completeness and accuracy of the information contained on the Website and the Platform.

22.3.

We are not liable for your reliance on any information provided by a Borrower or a Lender.

23. LIMITATION OF LIABILITY

23.1.

We are not a party to any Loan Agreement, other than in an agency capacity. Each Loan Agreement is made solely between the Borrower and the Lender and we are not responsible in any way for the defaults of the Lender or the Borrower.

23.2.

Nothing in these Terms excludes or limits either our, or your, liability for fraud (including fraudulent misrepresentation or concealment), breach of contract, wilful default, negligence or any other liability which cannot be lawfully excluded or limited (including any liability with respect to death and personal injury resulting from our negligence, or that of our employees, agents or subcontractors). Nothing in these Terms shall limit our liability owed by us to you under the Financial Services and Markets Act 2000 (“FSMA”) or the Handbook of the FCA available at http://fshandbook.info/FS/html/FCA/ ("FCA Rules"), and in the event of any conflict between the these Terms and FSMA or the FCA Rules then FSMA or the FCA rules (as the case may be) will prevail.

23.3.

Any liability arising out of a breach of these Terms shall be limited to any loss or damage that is a reasonably foreseeable consequence of such a breach and which arises directly from the actions of the defaulting party. Neither party shall be liable for any indirect, special or consequential loss or damage and shall not be liable for any loss of profits, sales, business or revenue.

23.4.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with your:

23.4.1.

use of, or inability to use, the Website and/or the Platform; or

23.4.2.

use of or reliance on any content displayed on the Website and/or the Platform,

except where such liability arises as a result of our breach of contract, negligence or fault.

23.5.

We will not be liable for any loss or damage that you may suffer because of any abnormal or unforeseeable circumstances outside our reasonable control which would have been unavoidable despite all efforts to the contrary, for example, delays or failures caused by problems with another system or network, any breakdown or failure of transmission, communication, data processing or computer facilities, mechanical breakdown, an act of state or government, war, riot or terrorism, any act of God, the suspension of any market, postal or other strikes or similar industrial action or any prevention from or hindrance in obtaining any materials, energy or other supplies necessary for the performance of our obligations under these Terms.

23.6.

We use industry standard techniques to protect our Website from viruses and attacks but cannot guarantee that our Website will be free from viruses or other malicious software. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or on any Website linked to it.

23.7.

We will have no liability for not displaying on the Website, for withdrawing or for not Matching or Auto Matching with any prospective Lender or Borrower, any offer to lend or application to borrow which you submit to us.

24. BACK-UP SERVICER ARRANGEMENTS

24.1.

If we were to become insolvent and unable to perform our duties under these Terms, we shall transfer our obligations under these Terms to a third party back-up servicer with whom we have entered into a back-up servicing arrangement. We reserve the right to use a back-up servicer prior to insolvency where we consider such action is in the best interests of all of lenders currently lending via the Platform. If this happens:

24.1.1.

you would not be able to initiate an Early Access;

24.1.2.

funds may not be distributed to your Membership Account;

24.1.3.

the servicer would hold any monies it collected on your behalf for your account, less any fees owed to the servicer; and

24.1.4.

the My Account page of the Platform and the rest of the Platform would not be available for access by you.

24.2.

The back-up servicer on the date of these Terms is Associated Premium Funding Limited.

25. THIRD-PARTY SITES

Our Platform may include links to websites on the Internet that are owned and operated by third parties. We are not responsible for the availability of, or the content located on or through, any third party website. Accordingly, you use these websites at your own risk and we accept no responsibility for them or for any loss or damage that may arise from your use of them.

26. COMPLAINTS

26.1.

We consider a complaint as being defined as an expression of dissatisfaction made by you in relation to any of the services we provide. In the event that you make a complaint, we will make every effort to rectify the problem as soon as practicably possible. If you have any complaint about this Website or any of the goods or services we provide, you should contact our complaints department info@orchardlendingclub.com and we will try and resolve it as soon as possible.

26.2.

If you feel that your complaint or grievance has not been dealt with satisfactorily, you have the right to take your complaint to the Financial Ombudsman. If you have not received a final response letter from us within eight weeks of raising your complaint, or the final response letter has been received but is not satisfactory to you, you will need to bring your complaint to the Financial Ombudsman within six months. You can contact the Financial Ombudsman at The Financial Ombudsman Service, Exchange Tower, London, E14 9SR or by calling them on 0800 023 4 567.

26.3.

If you do refer your complaint to the Financial Ombudsman Service, this will not affect your right to take legal action.

27. NOTICES

27.1.

Any notices required to be given to you under these Terms shall be given to you via the Platform and also by e-mail to the e-mail address provided at the time of registration.

27.2.

Should you wish to communicate with us, including the making of any complaint, you should contact us at info@OrchardLendingClub.com.

28. MISCELLANEOUS

28.1.

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

28.2.

If any court or competent authority finds that any of these Terms (or part thereof) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected.

28.3.

No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

28.4.

We shall not be in breach of any of these Terms nor liable for delay in performing, or failure to perform, any of our obligations hereunder if such delay or failure results from events, circumstances or causes beyond our reasonable control.

28.5.

We may at any time assign, transfer, mortgage, charge or deal in any other manner with any of our rights and obligations under these Terms. A Loan Agreement is personal between the Lenders and Borrower and may not be transferred or assigned save as set out in these Terms.

29. GOVERNING LAW

These Terms are governed by the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the courts of England and Wales.