1. Introduction
1.1 Stemfund Limited ("Stemfund"), provides an online forum to bring together companies that wish to borrow in order to grow their business and lenders who want to earn a reasonable return while helping smaller businesses with their capital requirements. We facilitate the process of both lending and borrowing by providing a centralised platform to allow information to be viewed and shared by all parties.
1.2 We also co-ordinate the payment and collection of sums due under or in connection with any loans entered into by parties utilising our services. Our services are provided through our platform ("Platform") which is currently found at the website www.stemfund.com ("Site"), and may also be supplied through mobile applications and other software.
1.3 These terms and conditions will apply to all services supplied by us, Stemfund ("us", "we", or "Stemfund") to you, being the lender who proposes to offer funds for companies to borrow through our Platform ("you", or the "Lender").
1.4 Separate terms (available here) apply between Stemfund and those persons who are seeking to borrow money using the Platform ("Borrowers").
1.5 These terms and conditions will apply to all services supplied by us, Stemfund ("us", "we", or "Stemfund") to you, being the business seeking funds to borrow through our Platform ("you", or the "Borrower").
1.6 Separate terms (available here) apply between Stemfund and those persons who are seeking to lend money using the Platform and actually make loans through the platform ("Lenders").
1.7 Please read these terms carefully and do not hesitate to contact us at [email protected] if you have any queries. Your use of our services is conditional on you agreeing in full to these terms. By using the Platform (which includes, for the avoidance of doubt, the Site) and the services provided via the Platform, you confirm that you agree to these terms and conditions (as amended from time to time).
1.8 Each agreement between each Lender and Borrower comprises our standard Loan Conditions and Key Contract Terms (together the "Loan Contract"). The Loan Contract is a separate agreement between Lender and Borrower and is subject to separate terms and conditions. If there is a conflict between these terms and conditions and the Loan Contract, the Loan Contract will prevail.
2. Overview of Application and Lending Process
2.1 The application and borrowing process for Lenders is as follows:
2.1.1 You will be required to provide such information as we may require to register with the Platform and create your Lender Profile;
2.1.2 We may then undertake certain checks and verification processes;
2.1.3 Once registered and having supplied the necessary information you will be able to deposit funds for lending;
2.1.4 Borrowers who meet our criteria will list their requests for funding on the Platform;
2.1.5 Lenders will be able to respond to the Borrower's request for funding and Borrowers will be required to answer any Lender questions or further questions raised by Stemfund;
2.1.6 Lenders may use the Platform to agree to lend money to Borrowers;
2.1.7 if the Borrower's total funding target is reached then individual Loan Contracts will be formed between the Borrower and the Lenders and if you are successful then your funds will be released to the Borrower.
3. Registration as a Lender and Lender Criteria
3.1 Most of the services are only available to registered users of the Site. Once you have registered with the Site you will be able to access all public areas of the Site.
3.2 On registration you will be provided with your own personal profile and account ("Lender Profile"). Once your Lender Profile has been set-up you will be able to lend money to Borrowers by entering into an agreement ("Loan Contract") with the Borrower in respect of a loan ("Loan").
3.3 Before you are permitted to lend through the Site we may undertake such checks including credit reference checks, identity checks or otherwise as we may at our sole discretion determine.
3.4 The information you supply when you register with the Site must be accurate and up to date and the information contained in your Lender Profile must be kept up to date at all times.
3.5 Only one Lender Profile is permitted per person. Your Lender Profile may only be used by you. When your Lender Profile account is opened you will be need to choose a username and password and you must not disclose your user name and password to anyone else.
3.6 We may refuse registration for any reason at our sole discretion. We reserve the right to delete or cancel the registration of any person who in our reasonable opinion has sought to open more than one account or who is abusing any of our Site policies.
3.7 In order to lend funds through Stemfund you must meet the following criteria:
3.7.1 You must provide us with all requested information (including ID documents if required);
3.7.2 You must be 18 years of age;
3.7.3 You must be an individual;
3.7.5 You must not be lending in the course of business.
4. Nature of Stemfund and Risk of Lending
4.1 A Loan is a loan from you the Lender to the Borrower and not to Stemfund,
4.2 Stemfund may assist with the administration of each Loan and provides certain information and tools to assist Lenders and Borrowers but Stemfund is not liable to repay you and Stemfund is not a party to any individual Loan Contract.
4.3 As a Lender it is your sole decision:
4.3.1 whether or not to lend funds to a Borrower; and
4.3.2 if you do decide to lend, the interest rate you are prepared to accept.
4.4 We cannot and will not make such decisions on your behalf, we will provide certain information on the Site but much of this information will be provided by the Borrower and we cannot guarantee the accuracy of this information.
4.5 Stemfund may provide certain third party credit scoring information and may provide a range of possible interest rates which may be charged by Lenders but these interest rate ranges are not recommendations but are provided for information purposes only.
4.6 While security for Loans may be provided by Borrowers Stemfund cannot guarantee that the security will be sufficient to discharge the Lender's obligations or the full amount of any Loans in relation to a given Borrower.
5. Nature of Loans and Loan Contracts
5.1 If you are a registered user and you have a Lender Profile then you will be able to enter into Loan Contracts with, and make Loans to, Borrowers.
5.2 A Loan Contract amounts to a loan from you to the Borrower. The loan is repayable in accordance with the terms of the Loan Contract which will comprise the Loan Contract conditions available here and any special terms relating to the loan.
5.3 Borrower's may also agree to provide security which may take the form of a personal guarantee from a director or shareholder, a debenture over the assets of the company, or a legal charge over property or other assets. Information about any security provided will be set out on the Site.
5.4 The Loan may be repayable early upon the happening of certain events as set out in the Loan Contract.
5.5 Most of the loans offered by Stemfund are repayment loans under which the Borrower is required to pay part of the principal of the Loan together with interest regularly and the Loan is repaid throughout the term of the Loan.
6. Bidding Process and formation of Loan Contracts
6.1 Each Borrower who meets our criteria and is accepted for listing with the Site will be required to provide certain information which will be available to prospective Lenders. Lenders will also have an opportunity, through the Site, to ask questions of Borrowers and these questions and the responses will be publicly available on the Site.
6.2 The Site will facilitate the entry into a Loan Contract and the transfer of funds from Lender to Borrower.
6.3 You will personally select Borrowers and you will bid to lend a given level of funds at a given interest rate.
6.4 Using the Site you will be permitted to make a bid to lend up to £2,000 in respect of a proposed Borrower's funding request. You will select the amount you wish to lend (in multiples of £10) and the applicable interest rate. We may provide information about a range of possible interest rates but this is provided as information only. It is your responsibility to select an appropriate interest rate.
6.5 Each funding request will be open to bids for a given period, specified on the Site. During that period prospective Lenders may make bids in respect of the funding request. The Borrower will then select the bids they wish to accept (but they must select a number of bids as is equal to the funding request plus or minus 10%).
6.6 Once the Borrower has accepted bids equal to their funding request plus or minus 10% and has entered into the security documents agreed, then we will confirm to each party by email that the Loan Contract is concluded and that the funds will be advanced.
7. Lender Account and Payment to Borrower
7.1 When you have set up your Lender profile you will be able to deposit money into your Lender account with Stemfund ("Lender Account"). Any funds deposited into a Lender Account will be held in a separate escrow account.
7.2 Once you have deposited funds into your Lender Account you are not obliged to spend those funds on Loans but you will be free to do so. You may add or withdraw funds to and from your Lender Account at any time
7.3 If you terminate your account with Stemfund then we will repay your final account credit to you. Funds will be returned to the default account which you have specified in your registration profile.
7.4 When you agree to enter into a Loan Contract we will deduct the funds immediately from your Lender Account and deposit those funds in a separate dedicated escrow account until such time as the minimum funding level has been reached by the Borrower.
7.5 Once the minimum funding level is reached by the Borrower we will advance the funds lent to the Borrower, subject to the Borrower entering into the Loan Contract and any applicable security documents.
7.6 We cannot give any warranty or assurance that the Borrower will use the funds as agreed or that the funds will be repaid.
7.7 When Borrower's repay your Loan or pay interest on your Loan we will credit your Lender Account from the account into which the Borrower will pay the funds due, if you wish to collect those returns then you will need to make a withdrawal.
8. Security
8.1 Security may take the form of personal guarantees, debentures or legal charges over assets. Where a debenture or legal charge ("Charge") is taken then we Stemfund, or an associated company under our control ("security agent"), will enter into the security document as security agent for all of the Lenders who have lent to the Borrower through Stemfund.
8.2 Each Charge will entitle the security agent to enforce the security on behalf of the Lenders but the security agent will be under no obligation to do so. In the event of default then the security agent will enforce the Charge or contract with a third party to enforce the Charge on behalf of the security agent.
9. Selling Loans
9.1 Lenders will be entitled to sell their loans to other registered Lenders using the Site. The prospective Loan seller will need to specify the loan they wish to sell and the price they are prepared to accept for the loan. The Loan buyer can accept this price and can use funds in their Lender Account in order to make the loan purchase, funds will be transferred from the Buyer's Lender Account to the Seller's Lender Account.
10. Fees
10.1 Stemfund will charge the following fees to Lenders:
10.1.1 Fees in respect of funds advanced to Borrowers at the rate specified on the Site from time to time;
10.1.2 A fee equal to a percentage of the loan value in relation to any loan which is sold by a Lender.
10.1.2 A fee for withdrawing funds from his account.
11. Enforcement
11.1 In the event that a Borrower misses any payment then Stemfund will seek payment and will liaise with the Borrower to ensure that the Borrower brings payments up to date. Stemfund will seek to agree a recovery plan with the Borrower.
11.2 If the Borrower's account is not up to date within 90 days then the loan will be treated as being in default. At this point, the debt collection process will start pursuant to paragraph 11.3 below.
11.3 The Lenders will receive the loan contract and all the personal information of the borrower (id, utility bill, bank statement, proof of income) so they can collect their debt in a timely and efficient manner. We will also supply them a list of debt collection agencies.
11.4 In the meantime, we will also continue to chase the borrower on the Lenders behalf and pass them any monies that we manage to collect. We do not give any guarantee as to how much will be collected on our side and on which time frame if any.
12. Use and Abuse of the Site
12.1 You may only enter into Loans for your own benefit, you may not use the Site on behalf of any other person, nor can you pledge charge, or obtain credit based on any credit in your Lender Account.
12.2 Any funds credited to your Lender Account must be your own legitimate funds and must not be the proceeds of any criminal or illegal activity.
12.3 You agree to declare any profits or income you generate from the Site to the relevant authorities and to pay all taxation which you are liable to pay on such sums.
12.4 We may offer areas for you to interact with other users of the Site. Any information published on the Site by you will be your personal responsibility. You will be personally liable for claims relating to defamation, breach of intellectual property, privacy or any other claim arising from your content.
12.5 You may not use the Site for any illegal or immoral activity, nor may you publish any offensive, inaccurate, misleading, defamatory, fraudulent, or illegal content to any public areas of the Site.
12.6 We also reserve the right at our discretion to remove any content from the site, terminate your membership and/or subscription and restrict your access to our services at any time for any reason.
12.7 We grant you a limited licence to access and make personal use of the Site, but not to download (other than page caching) or modify it, or any portion of it, except with our express written consent.
12.8 If you come across any offensive, inaccurate or damaging material on the Site or if you are subject to any form of abuse or harassment we ask that you contact the Site administrator immediately to report the abuse.
12.9 You agree not to upload any files or post or publish any on the Site that contain viruses, corrupted files, or malicious code or any other similar software or programs that may damage the operation of another's computer.
12.10 You will be responsible for communications with other users. If a dispute arises between users of the Site then we reserve the right to adjudicate such dispute and take such action as we consider necessary. Please note that we are under no obligation to adjudicate any such dispute. Please also note that we do not screen users of the Site.
13. Advertising and Commercial Use
13.1 Users of the Site are not entitled to directly advertise to or solicit the custom of other users without our express written consent.
13.2 You are not entitled to resell or commercially exploit the Site's contents. You are not entitled to use any data mining, robots, or similar data gathering and extraction tools to collect user names, e-mail addresses or any other data for the purposes of sending unsolicited e-mail or for any other use.
14. Our Liability
14.1 We will operate the Site with the reasonable skill and care of an online service provider.
14.2 From time to time it may be necessary to suspend access to the Site for a period of time and any such interruptions shall not constitute a breach by us of these terms.
14.3 We will not be liable for any business, financial, or economic loss nor for any consequential or indirect loss (such as lost reputation, lost bargain, lost profit, loss of anticipated savings or lost opportunity) arising as a result of your use of the Site whether such loss is incurred or suffered as a result of our negligence or otherwise. Our liability in relation to any Loan will be limited to the amount of that Loan.
14.4 The Site may include links to other web sites or material which are beyond its control. We are not responsible for content on any site outside the Site.
14.5 Nothing in these terms will limit our liability for fraud or for death or personal injury caused as a result of our negligence.
15. Cancellation and Termination
15.1 If we reasonably believe that you are in breach of these terms or are using the Site for any illegal activity, we may terminate your account immediately and we will either return your account credit to you or if we reasonably believe that any account credit constitutes the proceeds of crime or illegal activity then the account credit will be frozen until such time as we are satisfied that the funds are legitimate or until we receive a court order in respect of those funds.
15.2 In the event that your account is suspended or terminated then you will not be entitled to register again and you will no longer have permission to use the Site.
16. Intellectual Property
16.1 The format and content of this Site is protected by copyright and we reserve all rights in relation to our copyright whether owned or licensed to us and all rights are reserved to any of our registered and unregistered trademarks (whether owned or licensed to us) which appear on this Site.
16.2 By displaying content on this site you expressly grant a licence to us to display the content and to use it for any of our other business purposes.
16.3 We do not screen content or information in the user areas of the Site and we cannot give any assurance as to its accuracy or completeness. Users of this Site are expressly asked not to publish any defamatory, misleading or offensive content or any content which infringes any other persons intellectual property rights (e.g. copyright). Any such content is contrary to our policy we do not accept liability in respect of such content, and the user responsible will be personally liable for any damages or other liability arising and you agree to indemnify us in relation to any liability we may suffer as a result of any such content.
16.4 If you believe that any content on the Site contains a defamatory statement, is offensive or is in breach of intellectual property or other rights, please notify us immediately and we will make all reasonable endeavours to remove the relevant content within a reasonable time. If content posted by you is removed you must not re-post the content.
16.5 This website or any portion of this website may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not systematically extract and/or re-utilise parts of the contents of the Site without our express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of this Site without our express written consent.
17. General
17.1 These conditions are governed by and construed in accordance with the laws of England and Wales. You agree, as we do, to submit to the non-exclusive jurisdiction of the courts of England and Wales.
17.2 If you breach these terms and conditions and we decide to take no action or neglect to do so, then we will still be entitled to take action and enforce our rights and remedies for any other breach.
17.3 We will not be responsible for any breach of these Terms and Conditions caused by circumstances beyond our reasonable control.
17.4 We may make changes to the format of the Site, services provided or to the Site's content at any time without notice, your rights in relation to existing Loans will be unaffected by any such changes.
1. Introduction
1.1 Stemfund Limited ("Stemfund"), provides an online forum to bring together companies that wish to borrow in order to grow their business and lenders who want to earn a reasonable return while helping smaller businesses with their capital requirements. We facilitate the process of both lending and borrowing by providing a centralised platform to allow information to be viewed and shared by all parties.
1.2 We also co-ordinate the payment and collection of sums due under or in connection with any loans entered into by parties utilising our services. Our services are provided through our platform ("Platform") which is currently found at the website www.stemfund.com ("Site"), and may also be supplied through mobile applications and other software.
1.3 These terms and conditions will apply to all services supplied by us, Stemfund ("us", "we", or "Stemfund") to you, being the business seeking funds to borrow through our Platform ("you", or the "Borrower").
1.4 Separate terms (specified in the section above) apply between Stemfund and those persons who are seeking to lend money using the Platform and actually make loans through the platform ("Lenders").
1.5 These terms also apply to any directors, shareholders or officers of yours to the extent that they are required to provide us with information or documents or to the extent that they have agreed to assume personal obligations to us or the Lenders.
1.6 If you are a Company then Stemfund will allow a representative of yours to make a loan application on your behalf and to otherwise deal with us and the Lenders ("Representative"). Any Representative who makes a loan application must be a director of the Borrower and personally warrant to us and the Lenders that they are duly authorised to act on the Borrower's behalf. If a Representative makes a loan application on your behalf, Stemfund will be entitled to treat the loan application as having been made with your full authority.
1.7 Please read these terms carefully and do not hesitate to contact us at [email protected] if you have any queries. Your use of our services is conditional on you agreeing in full to these terms. By using the Platform (which includes, for the avoidance of doubt, the Site) and the services provided via the Platform, you confirm that you and your Representative(s) agree to these terms and conditions (as amended from time to time).
1.8 Each agreement between each Lender and Borrower comprises our standard Loan Conditions and Key Contract Terms (together the "Loan Contract"). The Loan Contract is a separate agreement between Lender and Borrower and is subject to separate terms and conditions. If there is a conflict between these terms and conditions and the Loan Contract, the Loan Contract will prevail.
2. Overview of Application and Borrowing Process
2.1 The application and borrowing process for Borrowers is as follows:
2.1.1 You will be required to provide such information as we may require to register with the Platform and create your Borrower Profile and;
2.1.2 Once registered and having supplied the necessary information you will be able to make a loan application which may require that you provide further information;
2.1.3 We will evaluate the application and, if you meet the Borrowing Criteria and Stemfund agrees to list the application then your application will be listed on the Platform;
2.1.4 Lenders will be able to respond to the Borrower's request for funding and Borrowers will be required to answer any Lender questions or further questions raised by Stemfund;
2.1.5 if the funding target is reached then individual Loan Contracts will be formed with the Lenders and the funds will be released.
3. Borrower Profile
3.1 During the registration process you will be required to complete your Borrower Profile. The Borrower Profile is a page on the Site or Platform on which the information relating to your business, funding requests and repayment history will be listed.
3.2 You will be required to provide such information as we may request including the following:
3.2.1 background information relating to the business and its history;
3.2.2 business strategy and business plans;
3.2.3 the purpose for which any funding is to be used;
3.2.4 information relating to the safety and security of the lending;
3.2.5 financial information and projections including a simplified profit and loss account and balance sheet;
3.2.6 any current or outstanding borrowing and liabilities;
3.2.7 any other documents or information to support your application and request for funding.
3.3 Please note that completing a Borrower Profile or registration on the Platform does not mean or imply that you have met the relevant criteria in order to apply for funding using the Platform or that any application for funding will be listed.
4. Borrowing Criteria
4.1 In order for us to list an application for funding with the Platform you must meet the following criteria (together with such other criteria as we may specify):
4.1.1 borrowers can be individuals, partnerships, limited liability partnerships, limited company, public bodies, charities or trusts;
4.1.2 you must upload on our website a proof of address and a copy of your passport so we can check your identity (these documents will not be shown to Lenders).
4.1.3 you and your Representative(s), members, proprietors and employees must meet minimum credit and fraud risk criteria which will include obtaining a minimum score from Experian, or other credit reference agencies;
4.1.4 you must not have any outstanding county court judgements;
4.1.5 we will require your Representative(s) making a loan application through the Platform to send us such financial and other information as we may require including (by way of example) copies of recent bank statements, management accounts, business plans and other data;
4.1.6 we will require any Representative making a loan application via the Site to send us a copy of their passport, a proof of address and such other identification documents and other information as we may require;
4.1.7 you must submit details, as specified by us, both about yourself and any or all of your Representatives, members, proprietors and employees for publication on the Site, and consent to such information, where necessary, being passed on to Lenders ;
4.1.8 you and your Representative(s) warrant to us and to the Lenders that all information provided to us in the course of the application and borrowing process is true and accurate in all respects and is not misleading. You and your Representative(s) agree to update us if any of the information you or they provide to us changes;
4.1.9 you must not have borrowed more than 100 from any other sources, including directors, shareholders, banks or other financial institutions;
4.1.10 you must confirm that all intellectual property created in connection with the Borrower's business will belong to the Borrower and that there are no connected party transactions between the Borrower and its directors or shareholders;
4.1.11 you must complete your Borrower Profile (please see clause 3).
4.2 We retain, at all times, complete discretion as to whether we permit you to register, list you as a Borrower on the Site or allow your borrowing to proceed and we are entitled to refuse your application at any time. We will not be required to give reasons for any such refusal.
5. Submitting an Application for Funding
5.1 Once you have registered with the Platform and completed your Borrower Profile, you will be entitled to submit an application for funding. You will be required to provide us with such information as we may request in order to verify that you meet the Borrowing Criteria.
5.2 You will also be required to specify the following:
5.2.1 the total amount of funding you are seeking from Lenders;
5.2.2 the purpose of the funding;
5.2.3 the maximum borrowing period (in weeks);
5.2.4 how you expect to repay interest and the principal sum;
5.2.5 the security which is being provided for the loans (see clause 6).
5.3 Please note that the loans currently made available through the Platform are repayment loans. This means that interest and principal will be payable over the term of the loan every week. The repayment terms will be specified in the Key Loan Terms.
5.4 Loans cannot be deleted on the borrower request. If you want to delete one of your loan application while it is still in auction, you will have to wait for the auction to expire and then decline the loan offer.
6. Security
6.1 During the application process we will also ask you to confirm whether any security is being provided for the Loan. Security may take the form of one or more of the following:
6.1.1 a personal guarantee from any directors of the Borrower;
6.1.2 a personal guarantee from any shareholder of the Borrower;
6.1.3 a personal guarantee from a relative of any director or shareholder of the Borrower;
6.1.4 a debenture or charge over all the assets (including intellectual property) of the Borrower;
6.1.5 a legal charge over the real estate owned by any director, shareholder or guarantor of the Borrower.
6.2 You may submit a loan application on the Site with or without third party security being offered (which means security other than a debenture or charge over the assets of the Borrower). We will list loan requests on the Site which have been submitted without any guarantee by you or your Representative(s). In such circumstances, we will ask the Borrower to pay us a zero bitcoin (0) fee to list the application.
6.3 We will also disclose the security which is (or is not) offered to potential Lenders and this may affect the amount of funding which you secure and the applicable interest-rates.
6.4 Please note that where security is being provided then:
6.4.1 we will be entitled to obtain information relating to the net worth and personal property of any Anyone providing a guarantee of the Borrower's obligations ("Guarantor");
6.4.2 we will be entitled to obtain information about the assets, liabilities and financial position of the Company;
6.4.3 we will be entitled to obtain valuations in order to verify the amount of equity in any real estate assets which are being charged to secure the Loan.
6.5 Where security is being provided then additional terms and separate security documentation will be required, which we will provide.
6.6 We will require that Guarantors obtain independent legal advice (at the cost of the Borrower) in order to confirm that Guarantors understand the nature and effect of the guarantee document.
7. Bidding Process
7.1 We will check the information submitted in your application and we may ask further queries or seek further information. Once we have evaluated your application we will inform you:
7.1.1 the maximum amount you will be permitted to borrow;
7.1.2 the minimum amount of loan finance you will required to raise before funding is released;
7.1.3 a range of interest rates which we will suggest to potential Lenders.
7.2 If you decide to proceed then your application for funding will be listed on the Platform for a designated period ("Offer Period") and Lenders will be invited, during this period, to bid to offer loans to you.
7.3 Bids will be submitted online through the Platform. Bids made by potential Lenders will be open for seven days (or such other period as we may specify). Individual bids may be accepted or rejected by Borrowers. We may provide facilities for Borrowers to automatically accept certain bids by Lenders.
7.4 Lenders whose bids have been rejected will be entitled to re-bid during the Offer Period.
7.5 If (on the expiry of the Offer Period) you have accepted bids of an amount equal to or exceeding the applicable minimum level of loan finance then you will be obliged to enter into the loan and security documentation.
8. Loan and Security Documentation
8.1 The loan and security documentation will comprise:
8.1.1 a loan contract between you and each Lender ("Loan Contract");
8.1.2 personal guarantees, debentures and legal charges as supplied by us in relation to any security you or third parties have agreed to provide.
8.2 An example of our standard Loan Contract is available here.
8.3 The Loan Contract will take the form of a single document with a schedule setting out the name of each Lender and the amount lent and each Lender will be supplied with an individual Loan Contract.
8.4 You agree that the loan and security documentation may be completed and agreed electronically using our Platform but that where required by us you will supply hard copy signatures.
8.5 Where hard copy signatures are required we reserve the right to require that security or loan documentation is signed in advance and lodged with us. You irrevocably agree that we can complete and date these documents on your behalf once you have accepted the Loan Contracts.
9. Release of funds
9.1 Lenders will deposit funds in our escrow account and we hold those funds on behalf of Lenders pending release of funding to you.
9.2 We will release the agreed amounts in relation to each Loan to you, the Borrower via a bitcoin transfer to the address of your choice once all of the applicable requirements have been met.
10. Interest
10.1 All our loans are currently repayment loans payable weekly (depending on the terms specified in each Loan Contract). Interest and principal are payable throughout the period of the Loan.
10.2 We will use information provided to us by you or any of your Representatives under paragraph 2 above and the guarantees you provide to deliver guidance to perspective Lenders as to the appropriate rate of interest to be applied. However, the Lender retains discretion as to the rate of interest that will be charged.
10.3 Interest rates advertised by us on the Platform are indicative only and we do not guarantee that the rates advertised will be available.
11. Fees
11.1 If you want to create a loan request, there will be a listing fee. This fee will be independent from the loan characteristics and will be described in our fee table (available on the Site in the pricing page). This fee will be non-refundable whether the loan application is accepted or not.
11.2 If you accept a loan, we will charge fees as described in our fee table (available on the Site) . The fees will be based on the following:
11.2.1 a percentage of the amount of funds lent using the Platform will be levied on the Lender; and
11.2.2 a transaction fee will be levied on Lenders in respect of certain transactions in relation to their Loans;
11.2.3 borrowers will be charged a fixed fee plus a percentage of the amount raised for each successful fundraising.
11.3 We may choose to waive or reduce the above stated fees from time to time.
11.4 The above fees cover our roles and associated costs in administrating and facilitating the loans [not the credit analysis we carry out as part of our underwriting exercise which is a no-cost added value arrangement only].
12. Repayments
12.1 The scheduled repayments payable to each Lender on each Loan will be set out in the Loan Contract or Loan Contracts.
12.2 You will send us the repayment amounts each week or as otherwise set out in the Loan Contract or Loan Contracts from your bitcoin wallet (pursuant to paragraph [ ]) and we will distribute these payments to Lenders either by a cash payment or by crediting the Lender's My Loan Book account.
12.3 The weekly or other scheduled repayments payable by you to each lender can be viewed in the "My Loan Book" page of the Site. You cannot make early repayments on your loan (full or partial).
13. Missed Payments / Default
13.1 If at any time you believe that you may not be able to make one or more repayments under a Loan Contract, please contact us immediately.
13.2 If you repay the interest or the principal or both late, you will be charged an additional penalties interest rate equal to 1% of the full missing repayment amount per day. If the payment (and any applicable interest) remain outstanding 90 days after the due date for payment, the debt will be put into default and the debt collection process will start pursuant to paragraph 13.3 below.
13.3 The Lenders will receive the loan contract and all the personal information of the borrower (id, utility bill, bank statement, proof of income) so they can collect their debt in a timely and efficient manner. We will also supply them a list of debt collection agencies.
13.4 In the meantime, we will also continue to chase the borrower on the Lenders behalf and pass them any monies that we manage to collect. We do not give any guarantee as to how much will be collected on our side and on which time frame if any.
14. Overpayment, Early Repayment and Transfer of Loans
14.1 Borrowers are not entitled to make early repayment of Loans.
14.2 Lenders will be permitted to transfer Loans using the secondary market provided by the Platform and your Loan Contract will be fully enforceable by any such transferee, Borrowers are not entitled to transfer their obligations under a Loan Contract.
15. Terminating your membership of Stemfund
15.1 Your Representative(s) may terminate your membership of Stemfund on your behalf at any time, provided you have no Loan Contracts currently in force, by giving us notice.
15.2 We may end your membership of Stemfund at any time and for any reason, including but not limited to if:
15.2.1 you breach these terms and conditions;
15.2.2 you breach any Loan Contract;
15.2.3 any information you have supplied is or becomes inaccurate or misleading;
15.2.4 you enter into any other new unsecured borrowing arrangement (or any arrangement having the effect of a borrowing) with any third party where the total amount of external finance raised from third parties would as a result exceed 30% of the total amount lent to you through the Site, without the prior written consent of Stemfund. (Such consent shall not be unreasonably withheld and this clause shall not restrict you from entering into asset-specific financing or invoice purchasing arrangements);
15.2.5 you breach the terms of any conditional sale or lease agreement entered into for the use of an asset that is the subject of a large asset finance loan;
15.2.6 we suspect that you have committed fraud, been involved in money laundering or other criminal activities;
15.3 Termination of your membership of Stemfund will not necessarily result in a termination of any Loan Contract to which you are a party at that time.
15.4 On termination, we will send any bitcoins left in your Stemfund borrower account to a bitcoin address of your choice.
15.5 Only Stemfund has the possibility to terminate your account. You will not be able to delete your account if you wish so after you signed up on our platform.
16. Use of the Site
16.1 We may end your membership of Stemfund at any time if you or any of your Representatives, use the Site in any of the following ways or for any of the following purposes including but not limited to:
16.1.1 using the Site or any information accessible on it or obtained from it for the purpose of canvassing or soliciting any person or enticing any person away from Stemfund;
16.1.2 using the Site or any information accessible on it or obtained from it for fraudulent purposes, or in connection with a criminal offence;
16.1.3 using the Site to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam;
16.1.4 using the Site to cause annoyance, inconvenience or needless anxiety.
16.1.5 using the Site in any way that causes, or is likely to cause, the Site or access to it to be interrupted or damaged in any way.
16.2 The information provided on the Site is directed solely at and is for use solely by persons and organisations that meet our criteria and the equivalent criteria set out in the terms and conditions applying to Lenders. The Site is not 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.
16.3 Any Representative of a Borrower is permitted to download and print content from the Site solely for the Representative's own personal use or in the course of your business to the extent required to use the services provided by the Site. The Site's content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express written consent.
16.4 We are not responsible for content downloaded or posted by Lenders or Borrowers or any Representatives on the Site. We will not edit content downloaded or posted on the Site.
16.5 We will endeavour to allow uninterrupted access to the Site, but access to the Site may be suspended, restricted or terminated at any time.
16.6 You and all your Representatives agree to use the Site only for lawful purposes and in a way which does not infringe the rights of any anyone else or restrict or inhibit anyone else's use and enjoyment of the Site.
16.7 You and all your Representatives warrant that you have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the Site is free from viruses and anything else which may have a contaminating or destructive effect on any part of the Site or any other technology.
16.8 The content and material available on the Site 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.
16.9 You are responsible for all costs incurred by your Representatives in accessing the Site.
16.10 We accept no responsibility or liability for any of your Representatives use of content on the Site and such use is entirely at both you and your Representatives' own risk. While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the Site, we accept no liability for them if they do exist. It is your Representatives' responsibility to use, update and maintain appropriate antivirus software on their computers.
16.11 Information transmitted via the Site will pass over public telecommunications networks. We accept no liability if communications sent via the Site are intercepted by third parties or incorrectly delivered or not delivered.
16.12 The Site may contain links to other websites. We accept no responsibility or liability for any material supplied by or contained on any third party website which is linked from or to the Site, or any use of personal data by such third party.
17. Intellectual Property
17.1 Subject to [paragraph] below, as between you, your Representative(s) 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 Site.
17.2 If and to the extent that any such intellectual property rights vest in you or your Representative(s) 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.
17.3 You shall retain ownership of all copyright in data any of your Representatives upload or submit to the Site. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.
17.4 We do not warrant or represent that the content of the Site does not infringe the rights of any third party.
18. Liability
18.1 You shall be liable to us for any loss or damage suffered by us as a result of any breach of these terms and conditions or any Loan Contract by you, or any of your Representatives, or any fraudulent use of the Site.
18.2 We shall not be liable to you for any loss or damage which you or any of your Representatives may suffer as a result of being a member of Stemfund or using the services provided via the Site, 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 Stemfund and your use of the services provided via the Site shall not exceed the greater of: (i) the amount of money you have borrowed giving rise to the liability; and (ii) 1.
18.3 Nothing in these terms and conditions shall limit our liability for personal injury or death, fraud nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
19. Amendments to Terms and Conditions
19.1 These terms may be varied from time to time. In the event of variation we will post a new copy of the terms to the Site and those new terms will apply as from the date of the posting. If you continue to use our services once we have posted new terms to the Site then you will be deemed to have accepted the new terms. In the event of a variation to our terms your rights will not be affected in respect of any existing contract between you and us.
20. General
20.1 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.
20.2 All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of the agreement between us for any reason.
20.3 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.
20.4 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.
20.5 These terms and conditions and the Loan Contracts set out the entire agreement between you and us with respect to your use of the Site and the services provided via Site and supersede any and all representations, communications and prior agreements (written or oral) made by you or us.
20.6 Stemfund may exercise any of its rights under these terms and conditions by itself or through any company or other legal entity which is under the control or ownership of Stemfund.
20.7 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, your Representative(s) and we shall submit to the non-exclusive jurisdiction of the English courts.
21. Conditions for funds withdrawal
21.1 If a borrower accepts a loan with the purpose "Building reputation", he cannot withdraw funds from his Stemfund account until this loan is repaid in full.
21.2 A borrower cannot withdraw funds from his Stemfund account if he has an active loan auction.
