LOANPAD INVESTOR TERMS AND CONDITIONS

1. INTRODUCTION

1.1 This Agreement between you and Loanpad sets out the terms and conditions on which you agree to lend money to Borrowers through Loanpad's online peer-to-peer lending Platform. Please read these terms carefully before lending money through the Platform or applying for a Platform Account with us.

1.2 Lending money through the Platform is at your own risk, subject to any liability that we may have to you pursuant to this Agreement or under applicable law. Any money lent to Borrowers through the Platform will not be covered by the Financial Services Compensation Scheme and therefore your funds will be at risk in the event of the under-performance of any Loans entered into through the Platform.

1.3 Loanpad will not be providing financial advice to you pursuant to this Agreement or otherwise, nor will Loanpad enter into any Loans as either a Borrower or an Investor.

1.4 Loanpad's only role is to match Investors and Borrowers through the Platform and to arrange, administer and enforce the Loans on behalf of Investors. Lending through the Platform may result in a loss of some or all of your invested funds. It is for you to decide whether lending through the Platform is a suitable investment strategy for you, and you do so entirely at your own risk. We recommend that you seek legal and/or financial advice before lending through the Platform if you do not have the necessary experience or knowledge to understand either the content of this Agreement or the risks associated with lending through the Platform. Under no circumstances should you lend funds through the Platform which, if lost, would leave you in a position where you cannot meet your other financial commitments.

1.5 Each Loan made via the Platform will be made directly by the Investor to the Borrower. If the Borrowers fail to make payments under the Loan when due, Investors may suffer a loss of capital and/or interest. Loanpad will carry out due diligence on the Borrowers who enter into Loans through the Platform. Loanpad will also arrange for a Security Trustee to hold Security for the benefit of the Investors. Should an Event of Default take place under the terms of the Loan, such security will become enforceable against the Borrower.

1.6 Any funds you invest through the Platform will be automatically spread on a volume-weighted basis across all Loans on the Platform at the end of each day, so that your investment is always diversified against the entire book of Loans available on the Platform.

1.7 Borrowers will not be required to repay borrowed funds until the end of the term that applies to the relevant Loan, which may be a term of up to 18 months. Therefore, any funds you invest through the Platform generally may not be readily available to you for withdrawal from your Platform Account, including in relation to funds placed into your Lending Account, unless there are other Investors available. If Loans under-perform, you may have to wait even longer to receive your funds, and/or there may be a capital loss on your investment.

1.8 You may make a Withdrawal Request in respect of funds that you have invested through the Platform at any time. All Investor Withdrawal Requests will be entered into a Sale Queue. Once in the Sale Queue, Withdrawal Requests will generally be processed on a first-come first-served basis and will only be granted where there is sufficient liquidity on the Platform. Therefore, once invested, your ability to withdraw your funds will likely depend on the number of other Investors using the Platform, the amount of funds which those Investors have placed on the Platform and the number of Loans available on the Platform which are outstanding.

1.9 If you have any questions regarding this Agreement, please contact us using our details in clause 2 before applying to open a Platform Account.

1.10 You confirm that you agree to the terms of this Agreement by submitting an application for a Platform Account with us.

2. ABOUT US

2.1 Loanpad Limited is a limited company incorporated under the laws of England and Wales with company number 09479658. Loanpad is authorised and regulated by the FCA.

2.2 Our registered address, which is the formal address of our company, is Loanpad Limited, 254-258 Goswell Road, London, United Kingdom, EC1V 7EB.

2.3 You can contact us using the following contact details:

3. DEFINITIONS AND INTERPRETATION

3.1 This clause sets out the meaning of the following defined terms which are used throughout this Agreement:

3.2 The following interpretative provisions also apply, except for where context requires an alternative interpretation:

4. SCOPE OF CONDITIONS

4.1 This Agreement, as amended from time to time in accordance with clause 25 governs the obligations and rights of both you and Loanpad in respect of your use of the Platform and any Loans made through the Platform.

4.2 Any representations made by us prior to your acceptance of this Agreement, including on our Website, are excluded to the extent permissible by law and hence the provisions of this Agreement shall prevail over any such representation.

5. OPENING A PLATFORM ACCOUNT WITH US

5.1 In order to open a Platform Account with us, you must meet the following eligibility conditions if you are an individual:

5.2 You may also apply to open a Platform Account with us if you are a body corporate, limited liability partnership, trustee acting on behalf of a trust, partnership or an incorporated association.

5.3 US citizens, permanent legal residents / “green card” holders, persons born in the US and US dual nationals are not eligible to invest with us. We made this decision in light of the IRS’ comprehensive reporting requirements imposed by the Foreign Account Tax Compliance Act (FATCA).

5.4 We will carry out certain background checks on you and on the UK bank account from which you intend to fund your Platform Account. This is in order to comply with applicable law as well as our own internal policies in relation to the prevention of crime. You will be asked to provide certain information when you apply to open a Platform Account with us, which we will use to carry out checks such as verifying your identity, background checks on you and due diligence on the UK bank account from which you intend to fund your Platform Account. We may include using third parties (such as credit reference and fraud prevention agencies) to carry out such checks on our behalf. We may, at our discretion, require further information from you to complete these background checks to our satisfaction. If you are an individual acting as a trustee or otherwise on behalf of a third party, or you are not an individual, we may require documentation proving that the relevant individual with authority to operate your Platform Account is duly authorised by you.

5.5 We will also monitor your use of the Platform Account in accordance with applicable law and our own internal policies relating to the prevention of crime, including as and when you transfer funds onto the Platform. We may require further information from you from time to time to carry out these checks, which you agree to provide us with on request.

5.6 If, following your completion of the application process on our Website, we agree to grant you a Platform Account, we will send you confirmation by email. Subject to applicable law, including the Equality Act 2010, we may at our own absolute discretion elect not to grant you a Platform Account. We will typically not be able to provide reasons for our refusal to grant you a Platform Account.

5.7 All Platform Accounts are subject to availability and we may limit the number of persons who may open a Platform Account, or the amount of funds that may be placed onto the Platform per Investor or for a certain number or class of Investors, from time to time. For example, if the demand by Investors and potential Investors to invest funds through the Platform significantly exceeds the demand by Borrowers to enter into Loans through the Platform, we may restrict the number of Platform Accounts or the amount of funds that may be invested through the Platform by Investors.

6. ADDING FUNDS TO THE PLATFORM

6.1 In order to invest in Loans through the Platform, you must transfer to us funds by bank transfer or standing order in accordance with the instructions that we provide you with on our Website. All bank transfers must be from a bank account held in your name. These instructions may change from time to time so please check our Website carefully each time you add funds to the Platform. We aim to process these funds within one business day.

6.2 We may refuse to accept a transfer of funds where there is some legal or regulatory reason as to why we cannot accept your funds, or if applicable law or our internal checks and policies in relation to the prevention of crime require us to do so, if we consider that the funds have been transferred in error, or such transfer would be in breach of this Agreement. In these circumstances, unless we are prevented from doing so by applicable law, or unless a relevant legal or regulatory authority requests that we retain your funds, we will transfer your funds back to the bank account from which they were transferred as soon as is reasonably practicable.

6.3 Once we have accepted your funds on to the Platform they will be visible in your Holding Account. Funds in your Holding Account will not be invested in Loans and will not accrue interest. Funds shown in your Holding Account may be withdrawn at any time by you giving notice to us in accordance with the instructions that we provide you with on our Website.

6.4 In order to lend money to Borrowers and accrue interest on the funds you have placed on the Platform you must make a request for us to allocate your funds to one or both of your Lending Accounts. All allocations of funds to your Lending Accounts must be in multiples of £10. Once allocated to your Lending Accounts, your funds will then be invested in the Loans in accordance with the lending procedure prescribed by clause 8. The difference between the Classic Account and the Premium Account is explained in clause 10.

6.5 For the avoidance of doubt, when you transfer money to us, we are not accepting your funds as a bank deposit. Accordingly, your Holding Account, Classic Account and Premium Account do not constitute bank accounts.

6.6 As an FCA-regulated firm, we are under certain obligations as to how we hold client money in accordance with the FCA's Client Assets Sourcebook (CASS). Client money allocated to your Holding and Lending Accounts, along with the funds of other Investors which have been allocated to their Holding and Lending Accounts, will be held in a client money bank account which is segregated from the day-to-day operations of Loanpad and Loanpad or its creditors has absolutely no entitlement to these funds.

6.7 We may from time to time place a limit on the total amount of Available Lending Funds available on the Platform in order to reflect the number of Loans that have been placed, or are ready to be placed, onto the Platform. Where such a limit has been reached, Investor requests to transfer funds from their Holding Account to one or both of their Lending Accounts will be processed in the order that we receive such requests. Until funds have been allocated to one or both of your Lending Accounts, interest will not be payable on those funds. While such a request is still pending, you may cancel such a request at any time.

7. PLATFORM ACCESS AND SECURITY

7.1 Secure access to the Platform through the Website will be provided to you by way of your Security Details.

7.2 You must at all times comply with the Security Instructions, which we may amend from time to time by giving notice to you by email or through the Website.

7.3 In respect of your Security Details, you must do the following:

7.4 Loanpad employees will never ask you for your password, and you will never be asked to input your Security Details via a link sent by email. Any such requests are likely made by fraudsters attempting to obtain unauthorised access to your Platform Account and you must reject such requests and immediately notify us that such a request was made using our contact details contained in clause 2.

7.5 You must only use your Security Details and Platform Account for the purposes contemplated by this Agreement.

7.6 Access to the Website and your Platform Account may be restricted at Loanpad's discretion where this is necessary for the purposes of maintenance or updating the Website.

7.7 We may contact you if we suspect, or if you inform us, that your Security Details have been compromised, or where there has been any suspicious activity or transaction in relation to your Platform Account. In these circumstances, we may require you to change your Security Details.

8. AUTOMATIC LENDING TO BORROWERS

8.1 You acknowledge that at no stage will your funds be lent to Loanpad and will only be lent to Borrowers under the Loans.

8.2 In order to invest funds in the Loans through the Platform, you must allocate funds to either or both of your Lending Accounts. Funds held in the Holding Account will not be invested in Loans and you will not receive interest on such funds.

8.3 Funds allocated to your Lending Accounts will be aggregated with the funds allocated to the Lending Accounts of all of the other Investors using the Platform (i.e. the Available Lending Funds). These funds will then be used to fund the Loans that have been placed onto the Platform by Loanpad.

8.4 The Automatic Diversification Function operates so at each Daily Re-Configuration, each Investor's funds allocated to their Lending Accounts are allocated on a volume-weighted basis to each Loan available on the Platform. Therefore, except in relation to underperforming Loans that have been removed from the Platform in accordance with clause 12.4, at the end of each day each Investor will be exposed to every Loan available on the Platform on a volume-weighted basis (i.e. exposed to each Loan by the same proportion as to that Investor's proportionate contribution to the Available Lending Funds).

8.5 Where the aggregate Available Lending Funds across all Investors on the Platform exceeds the total value of Loans available on the Platform, these excess funds (i.e., the Liquid Lending Funds) will be held as cash by Loanpad (in a client bank account in accordance with clause 6.6) pending the placement of new Loans onto the Platform.

8.6 The Liquid Lending Funds available on the Platform will be reduced as Loanpad processes Investor Withdrawal Requests in accordance with clause 15 and/or arranges new loans.

8.7 Once you allocate funds to a Lending Account, those funds can only be allocated back to the Holding Account and withdrawn to your Nominated Bank Account in accordance with clause 15.

8.8 At no point will Loanpad exercise discretion as to which Loans your funds are allocated to as Investor (i.e. lender) and the amount of your funds that are invested in each of the Loans. Loanpad's only role in this regard is to arrange the Loans that will be placed on the Platform.

8.9 Available Lending Funds allocated to both the Classic Account and the Premium Account will be allocated to the same book of Loans in the same proportions to one another. Therefore, the proportion of your funds you allocate to each of your Lending Accounts will have no impact on the extent to which you are exposed to the book of Loans available on the Platform as a whole or to any particular Loan. The difference between the two Lending Accounts is explained in clause 10.

8.10 You can download from the Website a copy of the entire book of Loans on the Platform. This book of Loans will be updated daily following the Daily Re-Configuration. You may download the entire book of Loans on the Platform in spreadsheet format. Should an Investor have no funds in their Lending Accounts, that Investor will still be able to view and download the entire book of Loans on the Platform.

8.11 When the Available Lending Funds exceed the aggregate capital of the Loans available on the Platform we may, from time to time, transfer all or part of the funds from either or both of your Lending Accounts into your Holding Account.

8.12 In accordance with clause 13, we undertake to use reasonable endeavours to recover interest payments and capital due to you on your behalf from the Borrowers.

8.13 Where interest you are owed under a Loan has been paid in full by the Borrower, we undertake to pay this interest into your Holding Account. Where interest due under the Loans has not been paid when due, we may cover your owed interest via our discretionary Interest Cover Fund. For the operation of the Interest Cover Fund, see clause 14.

8.14 At the maturity of a Loan, we undertake to transfer the repaid capital into your Lending Account(s) subject to the provisions of clause 8.11 (i.e. where they may be returned to your Holding Account).

9. LOAN CRITERIA

9.1 In each case, a Loan made by the Investor to a Borrower through the Platform shall be made directly between the Investor and Borrower.

9.2 Loans will generally be made alongside Lending Partners where a Loan to a Borrower is funded partially by the Lending Partner and partially by Investors on the platform. The Lending Partner will take first loss (as illustrated on our website). All Loans will be for a maximum initial term of 18 months.

9.3 Loanpad will arrange for Security to be granted by the Borrower in favour of the Security Trustee in the form of a legal mortgage over the Borrower's freehold or leasehold property. From time to time, the Security Trustee will also have a charge or security assignment over all rights of policies of insurance, contracts, guarantees, appointments, warranties and other documents relating to the letting, development, sale, purpose or the operation otherwise of the charged property. This Security shall be granted in favour of the Security Trustee, who will hold the security for the benefit of all of the Investors on the Platform and the Lending Partner. Should an event of default take place under the terms of the Loan, such security will become enforceable against the Borrower.

9.4 In respect of the Loans arranged by Loanpad, Loanpad may charge arrangement and monthly fees for its own account out of the interest and fees paid by the Borrowers under those Loans. Loanpad will not charge Investors any fees (with the exception of the Early Sale Queue Fee in accordance with clause 15 and with the exception of any fees associated with your Loanpad ISA in accordance with Loanpad's ISA Terms).

9.5 A proportion of the revenues generated by Loanpad will be paid into the Interest Cover Fund at Loanpad's absolute discretion (see clause 14).

9.6 Loanpad will carry out extensive credit checks against Borrowers including a review of their previous experience and activity. All Security and Loan documentation will be independently checked by surveyors and/or solicitors to ensure that they are effective and, where relevant, registered/perfected.

9.7 Loanpad will place Loans on the Platform at its own discretion and is under no obligation to source Loans for this purpose.

10. INVESTOR LENDING ACCOUNTS

10.1 Subject to any revised limits that may apply from time to time in accordance with clause 5.7, you may allocate up to £20,000 to your Classic Account, and up to £250,000 to your Premium Account.

10.2 Funds allocated to each of these Lending Accounts will be used to fund the same book of Loans in accordance with clause 8. Therefore, the choice of Lending Account to which you allocate all or some of your funds has no bearing on the Loans in which you will invest.

10.3 The only differences between the operations of the two Lending Accounts are:

10.4 In our absolute discretion, we may from time to time offer Investors the ability to invest their funds on the Platform through an Innovative Finance ISA, in which case we will provide you with a second Holding Account, Classic Account and Premium Account for such funds within an Innovative Finance ISA wrapper. Where available, you may apply to open such accounts in accordance with the instructions and subject to any conditions and eligibility criteria that we provide to you through the Website. These separate Innovative Finance ISA accounts will segregate funds invested therein from any other funds invested through the Platform that are not subject to an Innovative Finance ISA. In all other respects, those Innovative Finance ISA accounts will be governed by these Conditions in the same manner as their non-Innovative Finance ISA equivalents.

11. INTEREST PAYMENTS

11.1 Interest payments will be paid into your Holding Account daily, based on the relevant rate of interest applied to the amount of funds you have allocated to each of your Classic Account and/or Premium Account.

11.2 You may choose, via preferences on the Platform, to automatically allocate funds that have been accredited to your Holding Account to one of your Lending Accounts. You may also choose, via preferences on the Platform, to automatically withdraw funds that have been accredited to your Holding Account, in accordance with Clause 15.

11.3 The interest rate that applies will differ between funds allocated to the Classic Account and the Premium Account. No interest is payable on funds in the Holding Account.

11.4 We may change the interest rates applicable to the Lending Accounts at any time. The interest rate for the time being will be displayed on our Website. We will provide an explanation for any changes in interest rates.

11.5 The interest rates for the time being displayed on our Website are set on the basis that, in respect of all Loans on the Platform, all Borrowers will pay the interest due under those Loans and at the time such payments are due. Therefore, where Borrowers do not pay interest when due, the actual amount of interest paid into your Holding Account may be at a rate less than that stated on our Website.

11.6 Where Borrowers do not pay interest when due, the amount, or part of the amount, that was due to be paid will, subject to availability, be paid out of our Interest Cover Fund (see clause 14).

12. UNDERPERFORMING LOANS

12.1 This clause sets out the approach we will adopt in administering non- or under-performing Loans on the Platform.

12.2 Where a Loan has not been repaid in full by the maturity date of that Loan, unless Loanpad considers that there is a reasonable risk of capital loss under the Loan as a result, the Loan will remain part of the portfolio of Loans on the Platform. In the context of short-term lending secured on commercial property, it is not uncommon for loans to extend beyond their original term and therefore, in such circumstances, Loanpad will exercise its discretion. Subject to availability, the Interest Cover Fund will cover any delayed/missed interest payments under such Loans.

12.3 Where a Loan either:

12.4 Where a Loan has been removed from the Platform by Loanpad in accordance with clause 12.3:

12.5 The effect of clauses 12.3 and 12.4 is that where we consider there is a reasonable risk of capital loss under a Loan and an Event of Default has been triggered, Investors' funds invested into the relevant Loan will be locked in to that Loan pending the realisation of capital by the enforcement of Security and/or other enforcement action by us (or the Security Trustee) on behalf of those Investors. After the Loan has been withdrawn from the Platform, no new Investor funds being placed on the Platform will be exposed to this Loan. Where the enforcement of Security and/or other enforcement action leads to a shortfall in capital, each of those Investors will incur a capital shortfall proportionate to that Investor's commitment to that Loan.

12.6 Loanpad and, where applicable, the Security Trustee will take reasonable steps to recover such capital on behalf of the Investors in as timely a manner as is reasonably practicable. Reasonable fees incurred in relation to such recovery (including fees incurred by third parties acting on our behalf) may be deducted from the capital returned to Investors to the extent that those fees cannot be obtained from the Borrower and/or the secured property and assets. Any eventual capital loss will be deducted from the funds allocated to each affected Investor's Lending Accounts.

12.7 Where we consider that there is no prospect of recovering further amounts due under a Loan, or where the costs of recovering any further amounts that are likely to be covered are likely to exceed such amounts, we may cease taking steps to enforce the Loan, or any Security. In these circumstances, we will notify you by email or through your Platform Account on the Website as to why we have arrived at this decision.

12.8 Subject to availability, the Interest Cover Fund will continue to cover any delayed/missed interest payments under Loans removed from the Platform in accordance with clauses 12.3 and 12.4, until such time as all amounts payable under the Loans are repaid or, in accordance 12.6 and 12.7, any capital loss is deducted from the funds allocated to each affected Investor's Lending Accounts.

13. AUTHORISATION FOR LOANPAD TO ACT AS AGENT

13.1 You hereby authorise us and, where applicable, the Security Trustee to act as your agent in respect of the following:

13.2 In the event that Loanpad becomes insolvent or otherwise is unable to carry out the functions set out in clause 13.1, you hereby authorise any subsequent person that agrees to take over Loanpad's role in administering the Loans to carry on such functions, and to receive any fees that Loanpad would otherwise be entitled to receive in accordance with this Agreement and under the Loans.

13.3 We are entitled to treat any instructions as binding on you when they have been made through your Platform Account through the Website, except for where you have notified us that you know or suspect that your Security Details and/or Platform Account has been compromised in accordance with clause 7.3.3 and we have not required you to change your Security Details within a reasonable period of time. It is for this reason that it is important for you to comply with the security obligations set out in clause 7.

14. INTEREST COVER FUND

14.1 We operate a discretionary Interest Cover Fund which may cover interest payments due under the Loans that have not been paid when due. The Interest Cover Fund will not cover any capital shortfall incurred in respect of any Loan.

14.2 All payments made under the Interest Cover Fund are subject to availability. Therefore, the Interest Cover Fund does not constitute a guarantee by Loanpad of the interest payments due under the Loans.

14.3 The Interest Cover Fund will be funded by a portion of the revenues generated by Loanpad in relation to the Loans and/or service fees charged to borrowers where funds are utilised.

14.4 Where payment has been made out of the Interest Cover Fund to cover interest payments that have not been paid under a Loan and those interest payments are subsequently recovered, such payments will be paid into the Interest Cover Fund (i.e. there will be no double payment of interest).

15. WITHDRAWING YOUR FUNDS

15.1 Funds allocated to your Holding Account may be withdrawn from the Platform at any time by you giving notice through the Website. All withdrawals will be made to your Nominated Bank Account. We aim to process Withdrawal Requests from your Holding Account within one business day although from time to time it may take up to three business days.

15.2 You may change your Nominated Bank Account on the Platform by following the instructions in the Cashier section. We will only accept a Nominated Bank Account which is held in your name and we are required to conduct appropriate verification procedures before the change can be actioned.

15.3 You are permitted three free withdrawals to your Nominated Bank Account per calendar month (in addition to the Auto Withdraw function). Unused free withdrawals do not roll over to the following month. Additional withdrawals may incur a small fee in line with our own bank charges.

15.4 You may submit a Withdrawal Request, which is a request to transfer funds from either or both of your Lending Accounts to your Holding Account (and hence be able to withdraw those funds from the Platform), at any time through your Platform Account.

15.5 Any such Withdrawal Request will be queued in the Sale Queue with all other Investor Withdrawal Requests:

15.6 You may not make a Withdrawal Request in respect of any funds which are committed to a non- or under-performing Loan that has been removed from the Platform in accordance with clauses 12.3 and 12.4.

15.7 Subject to clause 15.11, once entered into the Sale Queue, all Withdrawal Requests will be processed in the order in which those requests were added to the Sale Queue, i.e. on a "first come, first served" basis, regardless of whether those Withdrawal Requests relate to funds allocated to the Classic Account or Premium Account.

15.8 All Withdrawal Requests are granted subject to available liquidity, i.e. processed subject to there being sufficient Liquid Lending Funds on the Platform which are held by Loanpad as cash and are not at the relevant time invested in Loans. Therefore, our ability to grant Withdrawal Requests in the Sale Queue will depend on the amount of Liquid Lending Funds on the Platform, which will in turn depend on the number of other Investors using the Platform, the amount of funds which those Investors have placed on the Platform, and the number of Loans available on the Platform which are outstanding, at the relevant time.

15.9 For the avoidance of doubt, the ability to grant Withdrawal Requests remains subject to the available liquidity on the Platform and such a Withdrawal Request will be processed after all other Withdrawal Requests by other Investors which were entered into the Sale Queue before your Withdrawal Request. Loanpad cannot guarantee that such requests can be granted on demand.

15.10 Withdrawal Requests in the Sale Queue are processed at approximately midday every day. We reserve the right to change the time from midday to another time at our sole discretion. We will give due notice of any changes.

15.11 No new Loans shall be added to the Platform until all Withdrawal Requests in the Sale Queue at the relevant time have been processed (the time at which a Withdrawal Request is placed in the Sale Queue will be determined in accordance with clause 15.4). Therefore, all Withdrawal Requests, once entered into the Sale Queue take priority over new Loans to be added to the Platform. Therefore, as the maximum initial term of all Loans will be 18 months, the maximum time that a Withdrawal Request will be pending in the Sale Queue shall be 18 months (except for where Borrowers do not repay certain Loans on their maturity date, in which case such Loans will be processed in accordance with clause 12, and, consequently, Withdrawal Requests may not be processed until the capital is repaid under those Loans, or they are enforced).

15.12 In a Platform Wind-Down, which we may initiate in accordance with clause 27.2, regardless of the order of the Withdrawal Requests in the Sale Queue, all Investor funds will be transferred to Holding Accounts from Lending Accounts (so that they are capable of being withdrawn by Investors from the Platform) as and when capital is realised from the Loans on the Platform in a manner that is proportionate to each Investor's share of the total Available Lending Funds on the Platform. This is to ensure that, in a Platform Wind-Down where the number of Loans on the Platform is reduced over time until there are no remaining Loans on the Platform, no Investor is unfairly exposed to a decreasingly diverse book of Loans as a result of their funds being placed towards the back of the Sale Queue.

15.13 Where we are required to close an Investor's Platform Account and/or remove that Investor's funds from the Platform because we are required to do so under applicable law, or where relevant legal or regulatory authority requires or requests us to do so, all funds in that Investor's Lending Accounts may be deemed by us as subject to a Withdrawal Request in accordance with clause 27.3, and, where we are required to do so, or where it is desirable for us to do so, as a result of that applicable law, requirement or request, we may place the deemed Withdrawal Request at the front of the Sale Queue in order to remove the affected Investor's funds from the Platform as soon as possible.

15.14 In the event that you close your Platform Account, we may remove and retain any fraction of a penny that may be left in your Holding Account in order to bring your Holding Account to a zero balance.

16. INVESTOR ACKNOWLEDGEMENT OF RISK

16.1 Please see our Risk Notice (which can be viewed on our Website) for a fuller disclosure of the risks associated with investing your funds through the Platform. In agreeing to this Agreement, you acknowledge that you have read, acknowledged and accepted both the provisions of this clause 16 and the Risk Notice.

In investing through the Platform, you acknowledge that your capital is at risk and that you may not receive all or some of the expected interest as stipulated in relation to either of the Lending Accounts. In particular, you may not receive all of your capital and/or expected interest in the event that the Borrowers fail to meet their obligations under some/all of the Loans and the Security does not yield sufficient proceeds (upon sale) to cover all capital outstanding.

16.2 You acknowledge that you will have no recourse under the Loans to Loanpad for any loss you may suffer as a result of any non-fulfilment by Borrowers under the Loans (as Loanpad is not a borrower under any of the Loans).

16.3 Loanpad will ensure that Security is granted in accordance with clause 9 in favour of the Security Trustee on behalf of the Investors on the Platform. However, such measures cannot mitigate all market risk and hence, for example, a substantial deterioration in macro-economic conditions, particularly in the commercial property market, could result in losses for Investors of all or some of their funds invested through the Platform.

16.4 Where the Security Trustee holds Security on your behalf and takes steps to enforce such Security, the recovery process may result in a delay in returning any monies due to you. Moreover, the value of the Security may not cover the amounts payable to you under a Loan and therefore successful enforcement of the Security will not necessarily guarantee a return of all of your capital invested in a Loan and/or payment of all interest due under a Loan.

16.5 Payments out of the Interest Cover Fund are entirely discretionary on the part of Loanpad and therefore, in the event that all interest payments expected or due under the Loans are not made by the Borrower, the Interest Cover Fund may not cover such payments. Therefore, the interest paid to your Holding Account in accordance with clause 11 may be at a lower rate than that which is displayed on the Website for the time being.

16.6 Your investment through the Platform is not covered by the FSCS and therefore you will have no recourse to the scheme should you incur a loss of capital through the Platform.

16.7 You acknowledge that you have made your own decision to invest through the Platform and that Loanpad has not provided you with investment advice or any recommendation in relation to investing through the Platform and/or any particular Loan. In choosing to invest through the Platform, you do so entirely at your own risk. We advise you to seek independent professional advice on investing through the Platform if you do not have the experience or expertise to exercise your own judgment into the risks or benefits associated with such investment.

17. INVESTOR OBLIGATIONS

17.1 You agree to perform the following obligations

18. INVESTOR REPRESENTATIONS

18.1 The following representations are statements that you agree to make when accepting this Agreement and which we rely on as being accurate in agreeing to provide you with the services contemplated by these Conditions:

19. ADMINISTERING LOANS ON OUR INSOLVENCY

19.1 This clause applies where Loanpad becomes insolvent or is otherwise unable to continue to operate the Platform in accordance with this Agreement.

19.2 Loanpad may transfer this Agreement in accordance with clause 26 to a service provider who would step in to manage all the loan agreements and provide you with the services contemplated by this Agreement.

19.3 Otherwise, Loanpad or, where applicable, an insolvency practitioner, may trigger a Platform Wind-Down in accordance with clause 27.2. As required by FCA rules, Loanpad will at all times ensure that it has in place no less than the required regulatory capital and arrangements in place for all outstanding Loans to be managed through to maturity.

19.4 This clause 19 is without prejudice to the additional rights and powers that an insolvency practitioner may exercise in relation to this Agreement on Loanpad's insolvency.

20. INTELLECTUAL PROPERTY RIGHTS

20.1 All Intellectual Property Rights in or arising out of or in connection with this agreement shall be owned by Loanpad.

20.2 You acknowledge that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights is conditional on Loanpad obtaining a written licence from the relevant licensor and on such terms that will entitle Loanpad to license such terms to you.

21. PERSONAL INFORMATION

21.1 The way we use your personal information is set out in the Privacy Policy which can be viewed at www.loanpad.com/privacy-policy. We will also provide your personal information, including in relation to or in connection with your Loanpad ISA to HMRC.

21.2 When processing your personal data, we shall always comply with the General Data Protection Regulation and any other associated legislation.

21.3 Under the General Data Protection Regulation, you have a right to access certain personal records we hold about you. This is called a 'subject access request', which you can make by emailing us.

22. RESTRICTIONS ON OUR LIABILITY

22.1 Loanpad, any member of Loanpad's wider corporate group, and any employee, member or director of the same, shall not be liable to you for any liabilities, costs, expenses, damages or losses incurred by you as a result of:

22.2 Nothing in this clause shall restrict our liability in the case of fraud, or where otherwise impermissible under applicable law.

23. INDEMNITY

23.1 You agree to indemnify Loanpad, any member of our wider corporate group, any Investor or Borrower, our agents and sub-contractors, and any employee, member or director of the same, against all liabilities, costs, expenses, damages and losses (excluding indirect or consequential losses), including all reasonable professional expenses or fees incurred in claiming under this indemnity, incurred as a result of:

23.2 Any claim made against you by us in accordance with clause 23.1 is subject to our obligation at law to take reasonable steps to mitigate any loss that we may suffer as a result of the matter that gives rise to such claim.

24. FORCE MAJEURE

24.1 Loanpad will not be in breach of this Agreement, nor liable for any delay or non-performance of any of its obligations under this Agreement, if such delay or failure arises from a Force Majeure Event.

25. CHANGES TO THIS AGREEMENT

25.1 You may not amend this Agreement without our agreement in writing.

25.2 We may amend this Agreement by giving you 14 days' notice in the following circumstances:

25.3 We may amend this Agreement by giving you immediate notice in the circumstances prescribed by sub-clause 25.2 where it is reasonable for us to do so and where it is not reasonably practicable for us to give you 30 days' notice owing to the nature of the matters that require us to make such changes.

25.4 We may amend this Agreement immediately without notice in the following circumstances:

25.5 In all other circumstances, we may amend this Agreement by giving you 60 days' notice. This may include changes to the provisions relating to the criteria for the Loans that we add to the Platform.

25.6 Any change to this Agreement in accordance with 25.5 shall not affect your rights in respect of:

25.7 Your continuing to be a member of Loanpad or access and use of the Loanpad Platform after any change to these Terms and Conditions will be deemed to be your acceptance of the change.

26. TRANSFER OF THIS AGREEMENT

26.1 We may transfer our rights and responsibilities under this Agreement to any person who has the relevant regulatory authorisations to carry out the services that we provide and who undertakes to carry out all of our responsibilities under this Agreement. In these circumstances, you agree that we will be released from all of our duties and agreements under this Agreement. Where possible, we will give you 30 days' notice of any such transfer by email and on our Website.

26.2 You may not transfer your rights or responsibilities under this Agreement to any other person, or create security over your rights under this Agreement unless we agree that you can do so in writing.

27. TERMINATION

27.1 You may close your Platform Account by instructing us to do so via email, post or through the Website once all of your funds have been withdrawn from the Platform in accordance with clause 15. Once your Platform Account has been closed, this Agreement will be terminated.

27.2 We may commence a Platform Wind-Down by giving you and all other Investors notice by email where we are unable to continue to operate the Platform. During a Platform Wind-Down:

We have planned for a Platform Wind-Down to ensure that the loan agreements continue to be managed and administered such that the income generated from the loan agreements is sufficient to cover the costs of managing and administering the loan agreements during the wind-down process, taking into account the reduction in the size of the loanbook and the income generated from it.

Once all Loans have been repaid and terminated, or, in the case of non- or under-performing Loans, once we have recovered all amounts owed or recovered such amounts that we consider there is reasonable prospect of recovery in accordance with clause 12.7, and all funds in Investors' Holding Accounts have been transferred to each Investor's Nominated Bank Account, all Investors' Platform Accounts will be closed. Once your Platform Account has been closed, this Agreement will be terminated.

27.3 Where you have breached a material provision of this Agreement, or continually breached any provision of this Agreement, or where we are required to do so under applicable law, or where relevant legal or regulatory authority requires or requests us to do so, we may:

Once all of your funds have been transferred to your Nominated Bank Account, we will close your Platform Account and this Agreement will be terminated. Where you have any funds invested in Loans that have been removed from the Platform in accordance with clause 12.4, once we have recovered all available funds invested into those Loans, this will also be transferred to your Nominated Bank Account before your Platform Account is closed and this Agreement is terminated.

27.4 Where we exercise our rights under 27.3 and begin the process of closing your Platform Account and removing all of your funds from the Platform because we are required to do so under applicable law, or where relevant legal or regulatory authority requires or requests us to do so, we may accelerate the processing of your deemed Withdrawal Request in accordance with clause 15.12.

27.5 Where there are zero funds allocated to either of your Lending Accounts for a period of one year, we may, but are not obliged to, transfer any funds allocated to your Holding Account to your Nominated Bank Account, close your Platform Account and terminate this Agreement, by giving you 30 days' notice by email and via the your Platform Account.

27.6 Where we exercise our rights under 27.3 and begin the process of closing your Platform Account and removing all of your funds from the Platform because we are required to do so under applicable law, or where relevant legal or regulatory authority requires or requests us to do so, and you have a Loanpad ISA, we will also need to close your Loanpad ISA.

27.7 The following provisions will survive the termination of this Agreement – clauses 20, 21, 22, 23, 24, 28, 29, 30, 31 and 32.

28. NOTICES

28.1 Except where otherwise stated in this Agreement:

29. COMPLAINTS PROCEDURE

29.1 Full details of our complaints procedure can be found on our Website at www.loanpad.com/complaints-policy. If you feel that we have not met your expectations and would like to make a complaint, please contact us through the details provided on our Website or using our contact details as provided in clause 2. We will aim to deal with your complaint as quickly as possible.

29.2 If we have been unable to provide you with a final response to your complaint within eight weeks of making your complaint to us, or we have responded to your complaint but you are not satisfied with our response, if you are an eligible complainant, you may have a right to refer your complaint to the Financial Ombudsman Service. All consumers are eligible complainants, along with certain small businesses, small charities and trustees of small trusts.

29.3 The Financial Ombudsman Service is an independent organisation whose purpose is to resolve complaints where consumers and financial businesses have not been able to resolve them between themselves. You generally have no more than six months from when you receive our final response in relation to your complaint to make a referral to the Financial Ombudsman Service.

29.4 You can contact the Financial Ombudsman Service using the following contact details:

30. SEVERABILITY

30.1 In the event that any provision of this Agreement is deemed by any competent authority to be unenforceable or invalid, the relevant provision shall be deemed modified to allow it to be enforced in line with the intention of the original text to the fullest extent permitted by applicable law. In any case, the validity and enforceability of the remaining provisions of this Agreement shall not be affected.

31. MISCELLANEOUS

31.1 Subject to applicable law, all disclaimers, indemnities and exclusions in this Agreement shall survive termination of this Agreement between us for any reason.

31.2 We may, in whole or in part, release, compound, compromise, waive or postpone 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.

31.3 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, remedy arising under these Terms and Conditions or otherwise.

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

32. GOVERNING LAW

32.1 This Agreement is governed by English law. The courts of England and Wales will deal with any legal disputes arising in connection with this agreement.

32.2 All of our communications with you and all other parts of this Agreement will be in English.