Property Bridges Conditions of Use
This Platform and its Services are operated and provided by Bridge Peer Financial Limited trading as Property Bridges, registered in Ireland company number 603092. Our registered office is at 63 O’Connell Gardens, Sandymount, D04 X244.
The following Conditions of Use explain (i) how a user can register on the Platform (ii) how the lending process works (iii) how the borrowing process works (iv) how a loan agreement is formed and the framework terms of the loan agreement and how a loan is secured (v) the conditions under which a loan may be sold; (vi) the role of Property Bridges and Property Bridges’ rights and obligations and (vii) exclusions from liability, intellectual property rights, other general conditions applicable to the Platform and the use of the Platform.
These Conditions of Use, the terms and conditions applicable to the API and accessible through it, are each in addition to the Property Bridges Privacy Statement, accessible on www.propertybridges.com/privacy and the Property Bridges Cookies Policy, accessible at www.propertybridges.com/cookies.
Please read these Conditions of Use, the API terms and conditions accessible through condition 5.3 below, the Privacy Statement and the Cookies Policy and print off a copy of each for your future use.
By using this Platform, and the Services provided by the Platform, you confirm that you have read, understood and agree to be bound by these Conditions of Use, the API terms and conditions, the Privacy Statement and the Cookies Policy and where you are acting on behalf of a corporate that you are authorised to bind the corporate. If you do not agree to these Conditions of Use, the API terms and conditions, the Privacy Statement and Cookies Policy, you must use or stop using the Platform immediately.
The agreement for a loan between each relevant Lender and the relevant Borrower is made up of these Conditions of Use, the API terms and conditions, the Loan Agreement (as the same may be amended from time to time in accordance with these conditions of use) and the Security Trust Deed and related security documentation. If there is a conflict between these Conditions of Use, the Loan Agreement and the Security Trust Deed, the Loan Agreement will prevail to the extent of any conflict with the Conditions of Use.
We may amend these Conditions of Use, the Privacy Statement and the Cookies Policy as set out in condition 12 below.
API means an application programme interface which is operated by Property Bridges or any company providing services to Property Bridges such as MangoPay.
Act means the Companies Act 2014 as may be amended or extended from time to time.
Borrower means a natural or legal person who is not a Consumer and who warrants and undertakes and otherwise complies with these Conditions of Use and who is accepted by Property Bridges in order to borrow and whose details are registered on the Platform by Property Bridges as a Borrower.
Borrower Bank Account means an account with an authorised credit institution in Ireland, details of which the Borrower must provide to Property Bridges in order to transfer funds to Property Bridges and receive funds from Property Bridges.
Client Account means an account held by MangoPay in ING Bank Luxembourg. All money transferred into a user’s wallet on Property Bridges will be held at this client account and not with Property Bridges.
Content means any item, data, item, material or information, video, audio clips, graphics, features, the contents and design of the Platform and the Services and any material emailed or made available to a User or otherwise supplied to the User in conjunction with the Platform and or the Services or otherwise made accessible by Property Bridges or its licensors through the Services.
Cookies Policy means the cookies policy accessible on the Platform at www.propertybridges.com/cookies
Conditions of Use means the provisions above, conditions 1 to 25 and any other document incorporated by reference. The Conditions of Use also include amendments thereto from time to time by Property Bridges.
Consumer means a person defined as such in the Consumer Credit Act 1995 as amended.
Intellectual Property Rights means for the purposes of these Conditions of Use, trademarks, service marks, trade and business names, domain names, rights in designs, patents, copyrights, database rights, moral rights and rights in know-how and other intellectual property rights in each case whether registered or unregistered and including applications for the grant of the foregoing and all rights or forms of protection having equivalent effect to any of the foregoing, which may subsist anywhere in the world.
Lender means a natural or legal person who warrants and undertakes and otherwise complies with these Conditions of Use and who is accepted by Property Bridges to lend and whose details are registered on the Platform by Property Bridges as a Lender.
Loan Agreement means a document of same name and entered into pursuant to these Conditions of Use and which is generated by Property Bridges through the Platform and contains the key facts relating to the loan and which must be executed in hardcopy form by each Lender and a Borrower to the Loan Agreement.
MangoPay means the mangopay.com website which is the property of MANGOPAY, a public limited company incorporated in Luxembourg, with a capital of 2,000,000 euros and registered offices at 59 Boulevard Royal, L-2449 Luxembourg, listed under Number B173459 on the Luxembourg Trade and Company Register, approved as an electronic money institution by the Financial Sector Regulator (CSSF).
The Website has been developed and is maintained by Leetchi SA, a public limited liability company listed under French law, with a capital of 711,370 euros, registered in Paris under number 511361073, having its head office at 4 rue de la tour des dames, 75009, Paris, France.
Money Laundering legislation means the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 and 2013 as amended from time to time.
Lender Bank Account means an account with an authorised credit institution in Ireland, which the Lender must provide to Property Bridges in order to transfer funds to the Client Account and receive funds from the Client Account.
Password means as required by us from time to time, a unique letter, punctuation and number combination which as a Lender or a Borrower you are required to create, from time to time in order to access and use the Platform.
Payment Services are the payment and other services provided by MangoPay and accessible through the API being the service at (iv) AND (v) below under the definition of Services below and client account services all as defined in condition 5.3 below;
Platform means the hardware and software systems operated by Property Bridges which enables the provision of the Services and the operation of the Platform. The Platform includes the website: https://www.propertybridges.com and all Content.
Privacy Statement or Policy means the privacy statement, referred to on the Platform and accessible at www.propertybridges.com/privacy.
Property Bridges means Bridge Peer Financial Limited registered in Ireland company number 603092. Our registered office is at The Waterfront Building, Grand Canal Dock, Dublin 2.
Security Trust Deed means a deed of charge in Property Bridges required form and made between the Security Trustee, one or more Lenders and a Borrower which amongst other things incorporates a first fixed charge as therein set out.
Security Trustee means DAC Pbridge1 registered in Ireland, registered number 590615 and having its registered office at The Waterfront Building, Grand Canal Dock, Dublin 2, a wholly owned subsidiary of Property Bridges.
Services means the services of (i) introducing prospective lenders to prospective borrowers and prospective borrowers to prospective lenders (ii) the development of standard loan agreements and security documents (iii) providing a process for the entering into a loan agreement by a lender with a borrower and a security trust deed by the Security Trustee with borrowers (iv) to provide where so agreed by Property Bridges a process for the collection of monies due under loan agreements by borrowers and the remittance of the monies received into the Client Account less any fees to the relevant lender or lenders (v) to permit access to Payment Services and the services provided by MangoPay and (vi) where agreed with a lender, to collect sums under loan agreements for a lender, or to enforce security taken over borrower assets.
Term is the period specified in a Loan Agreement and representing the term of that loan agreement howsoever defined.
User means a Lender or a Borrower or a potential Lender or potential Borrower.
Us or us or we or We means Property Bridges.
Viruses means “virus” or “worm”, “Trojan horse”, “trap door”, “Software Switch”, “time” or “logic bomb”, “disabling code” or “routines”, or “expiration dates”;
Working day or workday or business day is a weekday in Ireland, that is not a national bank or public holiday;
1.2 Any reference express or implied to a law in these Conditions of Use, includes: (a) references to that law as amended, extended or applied by or under any other law, before or after the date of these conditions of use; (b) references to any law which that law re-enacts, with or without modification; and (c) references to any sub-ordinate legislation made before or after the date of these Conditions of Use under any law including one within (a) or (b).
1.3 Any reference to a person means a natural person or a company as the context requires and as permitted by these Conditions of Use.
2. REGISTRATION AND RELATED CONDITIONS
2.1 When you access the Platform and register as a Lender or a Borrower, you warrant and / or undertake as the case may be to Property Bridges each time you use the Platform:
2.1.1 (a) in the case of an individual, you are over 18 years of age, and that you are not a nominee for anyone else; (b) in the case of a company, an Irish registered company, registered with the CRO for at least 3 years (c) you are not bankrupt or insolvent or the subject of any court judgement, nor are you on any sanctions or financial sanctions list (d) that you will not allow any other person to use the Platform and the Services under your name, nor will you in using the Services or the Platform, pretend you are someone else; (e) where you enter a Loan Agreement as a Lender, it is with your own money and not with money belonging to owing to a third party(ies) (f) where you enter a Loan Agreement as a Borrower that you require the Loan and will use the Loan for the purpose specified in the Loan Agreement (g) you are only using the Platform and the Services for your own benefit and not for the purposes of providing services to others (h) where you are a corporate entity, whether a Borrower or Lender, that the person signing the Loan Agreement has the authority to bind the corporate entity;
2.1.2 when prompted by the Platform, provide answers to security questions as specified by Property Bridges from time to time;
2.1.3 create and register a userid, a Password or change a userid or Password when required by us. When you register with us or access the Platform, you undertake to provide us with a username and email address and Password and ensure that each userid and Password complies with these conditions of use;
2.1.4 to provide such information as we may require from time to time including without limitation, the correct name, registered office and place of business and registration number in the case of a company or home address ( in the case of an individual), and correct email address;
2.1.5 to provide from time to time such evidence of identity, address or other information including without limitation source(s) of funds, as required by Money Laundering legislation;
2.2 You undertake to Property Bridges whether you are accepted for registration as a Borrower or a Lender:
2.2.1 to (i) keep the Password (and any substitute or new Password), and each of the answers to each of the security questions confidential and secure at all times. (ii) not use or attempt to use another person’s account details without authorisation from us or to impersonate any person or entity. You are responsible for all information and activity on the Platform and use of the Services by anyone using your username and Password whether or not authorised by you;
2.2.2 to notify us immediately to support@Propertybridges.com if you have forgotten your Password or if you believe your Password has been used without your permission;
2.2.3 to notify us immediately to support@Propertybridges.com of any breach of security in respect of the Platform or the Services or your systems or, of any loss, theft or unauthorised use of a username, Password or security information;
2.2.4 when using the Platform and the Services, that your use is secure and that your access to the Platform is not left unattended unless you have fully exited the Platform and that any Password or security information is not retrievable from the Platform by others;
2.2.5 to comply fully with all Property Bridges instructions related to accessing and using the Services the Platform and the API;
2.2.6 to use the Platform, and the Services only for lawful purposes and in accordance with these Conditions of Use and to use the API only in accordance with terms and conditions accessible through it;
2.2.7 not to use meta tags or any other hidden text using Property Bridges’ name. You also undertake not to link or attempt to link the Platform with other platforms or services or use meta tags or other devices containing any reference to us in order to direct a person to any other platform or services;
2.2.8 not to (i) use the Platform in any way that causes, or is likely to cause, the Platform or access to it to be interrupted, damaged or impaired in any way; or act in a way that could damage, disable, overburden, impair or compromise our systems, servers or security of interfere with other users; o (ii) use automated scripts to collect information from or otherwise interact with the website. or (iii) collect or harvest any information or data from the website or our systems or attempt to decipher any transmissions to or from the servers running the website or (iv) act .In any way act in a manner which breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or
2.2.9 to ensure no Viruses or Spyware are introduced into the Platform;
2.2.10 not to introduce onto the Platform any item, information or material which is confidential to others or which infringes the Intellectual Property Rights of any other person;
2.2.11 to be responsible for the accuracy and completeness of all items, material or information that you input into the Platform;
2.2.12 not to use the Platform, or the Platform and or the Services in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
2.2.13 not to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
2.2.14 not to adapt or circumvent the Platform, the controls on it whether access related or otherwise nor attempt to access the Platform other than by using the userid, Password and answers to security questions and by following the instructions provided by the Platform;
2.2.15 not to select or use as a userid or domain name, the name of another person, or a name that another person has intellectual property rights in unless under licence from that other person or use as a domain name or user id, any name which is defamatory, offensive, vulgar obscene or in breach of any applicable law or code of practice;
2.2.16 to accept the Conditions of Use, the API terms and conditions, the Privacy Statement, the Cookies Policy and a Loan Agreement as and when required by the Platform and your use of it.
3. APPLYING AS A LENDER
3.1 When applying to lend through the Platform and when accepted, you undertake, in addition to your undertakings in clause 2;
3.1.1 to open and maintain the Lender Bank Account and ensure that funds transferred to the Client Account are transferred from the Lender Bank account and that funds transferred from the Client Account to you can be transferred to the Lender Bank Account.
3.1.2 to provide such information in relation to your Lender Bank Account if you are a Lender or Borrower Bank Account if you are a Borrower as we or MangoPay require from time to time including without limitation account number, and IBAN.
3.2 You authorise Property Bridges to effect any searches and make enquiries with any third party in order to verify any information provided by you and to enable Property Bridges to comply with its obligations at law including under Money Laundering legislation. You acknowledge that if you do not provide us with all information required, that you will not be able to lend through the Platform.
3.3 You warrant that all information provided by you on or to the Platform to Property Bridges and to MangoPay (where required) is true accurate and complete.
3.4 You acknowledge that Property Bridges has complete discretion whether to register you on the Platform and if accepted, how much you can lend. You will be notified by us if and when accepted for registration as a Lender and at that stage your account on the Platform will be notified to you and titled ‘Account’/Dashboard.
4. LENDING ON THE PROPERTY BRIDGES PLATFORM
4.1 When accepted for registration on the Platform, you will be able to login to your secure account using the username and password you have provide. This is labelled ‘Account’ on screen.
4.2 Property Bridges reserve the right to place any restriction or condition under which a Lender may lend to a particular Borrower or to different Borrowers via the Platform.
4.3 The Platform will display several different categories of investor. Investor categories are based on guidelines set out in the FCA handbook. The different risk classifications are explained during the account set up process.
4.4 The interest rate for each loan is determined by Property Bridges based on risk factors, security and the current applicable market rates for property loans. The set rate needs to be agreed by the borrower before the application process can proceed. The interest rate applicable to a Loan will be as set out in the Loan Agreement.
4.5 To lend as a Lender you must have transferred funds from your Lender Bank Account into the Client Account and have received confirmation from MangoPay via Property Bridges that the funds have cleared by MangoPay. They will be displayed in the dashboard of your user account. Funds placed by you in the Client Account will be held and administered on the terms accessible through the API. You acknowledge and agree we have complete discretion to specify the method by which you may transfer money into the Client Account. It is important that you quote your account number in the narrative box in your ‘My Accounts’ area, if you transfer money to the Client Account using an interbank transfer.
4.6 As Lender, the limit which you can lend at any one time will be viewable in your ‘My Wallet’ accessible through the Platform. It will be labelled “spendable balance”. This will be represented by monies paid into the Client Account and which have cleared. This balance will reduce as offers to lend are made or loan agreements are entered into. Interest will be accrued throughout the duration of the Loan and deposited into the Client Account at the end of the loan period as set out in the Loan Agreement.
4.7 A Lender who has been accepted by Property Bridges to lend may make offers to lend in such minimum amounts for such term as specified on the Platform from to time to time and at such interest rate as determined by the Platform for the category of Borrower. Each loan offer made by a Lender through the Platform to a Borrower in respect of the Borrower’s loan application, is fully binding on a Lender. Once a loan application is fully funded by loan offers by the Lender and other Lenders, each Lender or the single Lender will be deemed to enter into the Loan Agreement, on the terms of the Loan Agreement which the Platform will generate and which supplement these Conditions of Use.
4.8 In a situation where two Lenders make identical loan offers at the same interest rate in respect of a particular loan application, then the Lender who bid first will have its bid ranked in preference of the second and subsequent bids.
4.9 All offers made by a Lender on a loan application are final offers capable of acceptance by a Borrower and cannot be withdrawn unless:
(a) the Borrower loan application display period expires and the loan application is not fully funded;
(b) the Borrower declines an aggregated loan offered by you as Lender and other Lenders on Property Bridges to proceed, or the Borrower withdraws the loan application for a loan that includes the active bid;
(c) Property Bridges withdraws a listed loan request for a loan application at its sole and absolute discretion.
5 CLIENT ACCOUNT SERVICES AND THE API
5.1 Property Bridges does not hold Client Monies. The Client Account and the Payment Services are provided by MangoPay.
5.2 Payments to the Client Account are accepted by MangoPay bank transfer or debit card in Euro. All other conversion or transfer fees in respect of currency exchanges shall be borne by the party specified in the API terms and conditions.
5.3 Any funds transferred by a Lender to the Client Account will be held in a segregated account held with MangoPay. However, please note that your funds are not protected by the Deposit Guarantee Scheme and you do not have access to the Financial Ombudsman Service should you require any help. MangoPay Terms and Conditions are accessible through the API here.
5.4 The API permits Lender and Borrowers who have been accepted by Property Bridges to access to the Payment Services Provided by MangoPay including applications necessary to use the Payment Services.
5.5 In consideration of Property Bridges allowing an accepted Lender or an accepted Borrower in either case who has been given an access number to the API, you as accepted Lender or accepted Borrower as the case may be undertake to Property Bridges and to MangoPay to be bound by the MangoPay terms and conditions which you must accept prior to using the API. If you are unable to comply with the MangoPay terms and conditions you must not use or immediately discontinue using the MangoPay API and its Payment Services.
5.6 While using the API you as accepted Lender or accepted Borrower continue to be bound by these Conditions of Use and by the Privacy Statement. If there is any conflict between the MangoPay terms and conditions and these Conditions of Use, the Conditions of use shall prevail to the extent of any conflict.
5.7 You acknowledge that no interest will be paid on any sums in the Client Account by MangoPay unless specified in the API terms and conditions. If in the future, interest is accrued in the Client Account it will be used to cover the costs incurred by MangoPay of managing the Client Account. Funds transferred by a Lender to the Client Account that are the subject of a loan offer will be transferred to the Borrower as the related Loan Agreement and related security documentation is entered into by a Lender with a Borrower. as required by the Loan Agreement.
5.8 Detailed records are kept and reconciled on a daily basis by MangoPay and which clearly outlines each Lender’s share of the Property Bridges Client Account and which a Lender can view in his My Account area on the Platform.
5.9 Once funds have been received into the Client Account from the relevant Borrower Bank Account, the Lender will receive a notification within 24 hours and the funds will be visible in the Lender Bank Account as “available funds”
6. LOAN REPAYMENTS
6.1 The Loan Agreement will be viewable by the Lender in his My Account area on the Platform.
6.2 All Borrower repayments and interest must be paid without deduction of tax by the Borrower to the Client Account. Upon the completion of the loan Property Bridges will then instruct MangoPay to transfer the initial capital and interest to the Lender’s Account less the Fees.
6.3 Each Borrower undertakes to repay the principal and interest without deduction of tax in accordance with the conditions of the Loan Agreement.
6.4 Property Bridges will provide a statement (accessible through My Account) within 30 days of end of the each year of the Term of the Loan to the Lender setting out the interest paid on the repayments to the Lender.
6.5 The Lender undertakes to be responsible for all corporation tax or income tax on repayments including interest paid by a Borrower to the Lender, via the Client Account.
7. REGISTRATION AS A BORROWER
7.1 You acknowledge that Property Bridges has complete discretion whether to register you on the Platform as a Borrower and if accepted, how much you can borrow.
7.2 You acknowledge and agree that Property Bridges does not advise you whether or not to enter into a Loan Agreement as a Borrower and that the decision whether or not to do so, is a decision entirely for you.
7.3 If and when accepted for registration on the Platform as a Borrower, you will be notified by email and will be able to access to your account using the username and password you provided.
7.4 When registering as a Borrower, in addition to your undertakings in clause 2, you undertake to Property Bridges or authorise Property Bridges or warrant as specified below;
7.4.1 where you register as a corporate Borrower that each of the directors of the Borrower comply with the Act and are not required to vacate office in accordance with the Act or are not disqualified or restricted from acting as a director;
7.4.2 to open and maintain the Borrower Bank Account and ensure that funds transferred to the Client Account are transferred from the Borrower Bank Account;
7.4.3 you authorise Property Bridges to effect any searches and make enquiries with any third party in order to verify any information provided by you and to enable Property Bridges to comply with its obligations at law including under Money Laundering legislation. You acknowledge that if you do not provide us with all information required, that you will not be able to borrow through the Platform;
7.4.4 you warrant that all information provided by you from time to time is true accurate and complete.
7.4.5 you undertake as a Borrower to Property Bridges to comply promptly with the Loan Agreement and your obligations under the Security Trust Deed including to repay any monies you borrow in the amounts and at the interest rate or rates specified in the Loan Agreement and or Security Trust Deed when required to do so.
8. BORROWING FROM ONE OR MORE LENDERS
8.1 In order to make a loan application, you must provide such information as required by Property Bridges from time to time, including the amount of the loan, the interest rate and the term.
8.2 A director or more than one director of the Borrower, may be required to provide a personal guarantee in support of the Borrower’s loan application and where specified as a pre-condition of a Loan Agreement.
8.3 The Loan Agreement will require that the Borrower enters into the Security Trust Deed and related security documentation and provides such additional documentation as specified in the Loan Agreement.
8.4 You acknowledge and agree and consent to Property Bridges carrying out relevant credit and fraud checks on the directors, officers and shareholders of the Borrower making the loan application and on the Borrower’s credit history. In this regard Property Bridges will use one or more of our credit reference agencies.
8.5 You acknowledge and agree that Property Bridges has complete discretion as to whether to allow your loan application to be published as a Borrower on the Platform. Property Bridges may amend or remove details you as the Borrower provide on your loan application page at our discretion.
8.6 The loan application once accepted by Property Bridges, will be posted to and displayed on the relevant page of the Platform and will be viewable by Lenders.
8.7 Once the loan application is posted on the relevant part of the Platform, prospective Lenders may make offers to lend on the loan application. Once an offer to lend on your loan application has started, you the Borrower will not be able to amend the contents of the loan application as displayed on the Platform and if you accept a loan you will not be able to amend the contents of the loan application as displayed on the Platform. The period that your loan application will be published on the Platform will be agreed by Property Bridges with you before the loan is published on the Platform.
8.8 You undertake to Property Bridges as required and prior to any funds release to you as Borrower, to execute a direct debit with MangoPay or with any payment service provider, nominated by Property Bridges in order to facilitate monthly repayments. Once the Loan Agreement, and the Security Trust Deed and related security documentation has been executed and all conditions fulfilled and the security registered to Property Bridges’ satisfaction against the Borrower’s title in the Property Registration Authority and the Companies Registration office, the loan monies when received in the Client Account from the Lender or lenders Accounts, less the Borrower Fees is then transferred from to the Borrower’s Bank Account.
8.9 In the event that a Borrower’s loan application request has not been fully funded by the end of the pre-agreed publication period, we will remove your loan application request from the Platform. In such an event occurring the offers to lend made by one or more Lenders will expire and no legal, admin or any other fees associated with the loan will be returned to the borrower.
8.10 The Platform does not currently allow a Borrower to accept a loan for an amount less than the amount the subject of the Borrower’s loan application request.
8.11 If a Borrower decides not to accept an offer or offers from a Lender or Lenders to fund its or his or her loan application or the Borrower does nothing, the loan offers will lapse at the end of the acceptance period. Thereafter the loan offers are deemed to be withdrawn and your loan application will be cancelled and will be removed from the Platform. A Borrower is not under an obligation to accept offers to fully fund his loan application, however if the Borrower, does not accept within the acceptance period or does nothing the Borrower must pay a cancellation fee known as the Borrower’s Cancellation Fee
9. LOAN AGREEMENTS
9.1 Each Borrower agrees that all notices and communications to be given to a Lender will be sent to Property Bridges’ address on the Lender’s or Lenders behalf and that this is sufficient to identify the Lenders for the purposes of the Loan Agreements and the security documentation and also constitutes adequate notice or adequate communication to the Lender concerned for the purposes of these general terms and conditions.
9.2 It is not currently possible to sell parts of loans on the Platform nor is it possible to transfer the rights and obligations in respect of parts of loans on the Platform.
9.3 The Security Trust Deed on a given Loan Agreement will be held in the name of the Security Trustee it being a wholly owned subsidiary of Property Bridges. Its whose sole purpose is to hold security for and on behalf of the Lender or Lenders concerned and to hold the legal rights, title and interest to any loan that is defaulted.
9.4 In the event that a Borrower fails to make a payment when due or defaults in any obligations on a loan, you hereby authorise Property Bridges and or the Security Trustee to collect the outstanding debt and in that context you agree that they or either of them may instruct the Security Trustee to enforce any such security on your behalf. In such circumstances, you agree that the Security Trustee will act as your Security Trustee in respect of the Borrowers liabilities to you under the loan. Communications to a Borrower and connection with such security will be made by Property Bridges acting to the Security Trustee.
9.5 Where Property Bridges or the Security Trustee have been provided with information by a relevant Borrower, Property Bridges or the Security Trustee may provide to you as Lender, certain information about the assets of that Borrower and/or an asset register detailing such assets together with estimated retail value of such assets on enforcement. In such circumstances, any assets valuation provided will be indicative only and the actual value recovered may be less or more as the case may be.
9.6 The Security Trustee is irrevocably appointed by you to hold the assets charged under the Security Trust Deed upon trust for all Lenders to the particular Borrower, including you as Lender. From time to time the Security Trustee may perform before or after any enforcements of the terms of the Security Trust Deed all obligations, rights and benefits given to the Security Trustee by the Security Trust Deed. The Security Trustee shall have certain powers and discretions conferred by law on trustees and may also rely on representations, notices or documents believed to be genuine and appropriately authorised and any statements made by any director authorised signatory employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
9.7 If the Security Trustee is required to enforce any security agreement and any proceeds of recovery become available, it is possible that the available proceeds will not be sufficient to discharge all obligations owed by the Borrower at that time to Lenders under one or more Loan Agreements. If that is the case, then the Lender shall only be entitled to recover their proportionate share of such recoveries. In addition, it is possible that there may be other creditors of the Borrower that have claims that may be recovered and prior to those of the Security Trustee. Therefore, the existence of the Security Trust deed should not be guaranteed to be a guarantee of certain repayments in the event of failure by the Borrower to meet its repayments.
9.8 You agree that the Security Trustee shall be entitled to be repaid and reimbursed out of the proceeds of any recovery and that you will pay our reasonable costs incurred by or on behalf of the Security Trustee in enforcing the security or in complying with your instructions from you in connection with any security agreement. If a Borrower misses, fails to pay or only partially pays any monthly instalment or if the Borrower is otherwise in breach of these conditions of use, the Loan Agreement or the security trust deed, the Loan may be placed in default and we may engage field agents to attempt to collect the total amount outstanding. The field agents may deduct up to 20% of the amount they recover from the Borrower and the remaining proceeds will be distributed to relevant Lenders.
9.9 If the Loan is placed in default, Property Bridges will notify you by way of electronic communication to your account on the Platform. This will be assigned to the Security Trustee to hold as legal owner on trust for the Lenders and you as Lender agree to such assignment and this will be done to enable us to commence legal proceedings against the Borrower for the full amount outstanding. We acting on behalf of the Security Trustee then investigate the amount of debt that is likely to be recovered through the course. If we deem it appropriate, we will instruct solicitors to file Court claims to recover the debt. The Security Trustee will pay back to lenders and their proportionate share any funds successfully recovered, less cost incurred during that recovery.
10. PROPERTY BRIDGES FEES
10.1 The following fees are payable under these Conditions of Use and or under a Loan Agreement.
Borrower Loan Fee: as set out in the Loan Agreement
Lender Loan Fee: There is no lender fee.
10.3 The Borrower who has entered into a Loan Agreement acknowledges and agrees that Property Bridges will issue and invoice to the Borrower an arrangement fee separate to the Loan Agreement as earlier accepted by the Borrower through his My Account area of the Platform, for Property Bridges arranging the Loan and the Borrower undertakes to Property Bridges to pay such arrangement fee plus applicable vat within 30 days of the Property Bridges invoice date.
11. BUSINESS CONTINUITY
In the event that Property Bridges should cease to operate or in Property Bridges opinion is likely to cease to operate, Property Bridges would transfer the loan servicing obligations to Lenders and Borrowers under these Conditions of Use, to a third party loan servicing entity. In such event, a Lender would not be able to assign and transfer any Loan Agreement it had entered into in accordance with condition 9 above and 21 below.
12. AMENDMENTS TO THE TERMS AND CONDITIONS
Property Bridges may make changes to these Conditions of Use (to include the Privacy Statement and the Cookies Policy) from time to time and will take steps to bring any such changes to a User of the Platform’s attention (such as by placing a notice of the change on a prominent position on the Platform, together with the amended Conditions of Use). It is the User’s responsibility whether registered as a Lender or a Borrower to check these Conditions of Use from time to time to ensure that he she or it agrees with them, and the User’s continued use of the Platform whether as Lender or Borrower after any change to these Conditions of use will be deemed to be his or her or its acceptance of the changes.
13. TERMINATION OF RIGHTS TO ACCESS AND USE THE PLATFORM
13.1 Property Bridges may terminate a User’s rights (whether the User is a Lender or a Borrower has yet to become a Lender or a Borrower) to access and use the Platform at any time and for any reason including but not limited to on any of the following occurring:
(a) Whether as Lender or Borrower you are in breach of the Conditions of Use or you are in breach of any regulatory requirements relating to your activity as a lender or a borrower;
(b) You are in breach of a Loan Agreement or a Security Trust Deed or
(c) We suspect that you have committed fraud, being involved in money laundering or other criminal activities.
(d) You use the Platform to send, use or re-use any material that is illegal, offensive, abusive, indecent, defamatory, obscene or malicious or in breach of copyright, trademark, confidence, privacy or any other right or is otherwise injurious to third parties or objectionable. You use the loan for a purpose that is in contrary to the provisions of the Loan Agreement; or
13.2 Any termination by Property Bridges of a User’s rights of access and use, shall (i) not relieve a Borrower from any obligation of the Borrower under a Loan Agreement or a relevant Security Trust Deed or any obligation of the Borrower under these General Terms and Conditions which remains unfilled or which by its nature survive such termination and (ii) shall not cause the termination of any right granted to Property Bridges under these General terms and Conditions or granted to the Security Trustee under these General Terms and Conditions.
14. THE SERVICES
14.1 Subject to these Conditions of Use, access to the Services is available to users during the Operational Hours being 9am to 5.30pm on weekdays other than bank or public holidays.
14.2 Occasionally it may be necessary to interrupt the Services to carry out essential or routine maintenance, upgrade or repair work.
14.3 If for any reason the Services are unavailable or the user is unable to access the Services, the user should contact support@Propertybridges.com by email and explain the extent of the difficulty.
15. PROPERTY BRIDGES RIGHTS AND OBLIGATIONS AND EXCLUSIONS
15.1 After a Lender and a Borrower enter into a Loan Agreement and the Borrower has entered into the security agreements with the Security Trustee, Property Bridges will send a certified copy of each document as relevant to each of the Lender and the Borrower for each to retain for their record purposes.
15.2 Each Borrower who decides to borrow, acknowledges that Property Bridges does not advise he/she or it whether or not to enter into a Loan Agreement as a Borrower and that the decision whether or not to do so, is a decision entirely the Borrower or User’s own decision.
15.3 Property Bridges may refuse to act on any instruction whether from a Lender or a Borrower that Property Bridges considers: (a) was unclear (b) was not given by the person concerned (c) or where the Lender or Borrower concerned is in breach of any of these Conditions of Use.
15.4 Each User agrees that Property Bridges has the right to disclose a User’s identity to any third party who is claiming that any items material or information uploaded by a user to our Platform constitutes a breach of their intellectual property rights, or of their right to privacy.
15.5 The Lender subject to the functionality set out in the Platform and these Conditions of Use, retains complete control and discretion over whether or not to make a loan to a Borrower and on what terms and over all other aspects of its participation in Property Bridges and loan made through it. Nothing Property Bridges does and nothing on the Platform is intended to operation or to be construed as advice or recommendation by Property Bridges to enter into a particular loan.
15.6 Whilst the taking of security over assets of a Borrower via the Security Trust Deed does provide additional comfort to a Lender or Lenders, Property Bridges accepts no responsibility for the likelihood of a Borrower meeting its financial obligations to the Lender or Lenders even when the security is in force.
15.7 Property Bridges will not accept a Lender who has monies outstanding and owing to him to a Borrower through the Platform, becoming a Borrower, borrowing or seeking to borrow money using the Platform at the same time.
15.8 Property Bridges accepts no responsibility and disclaims all liability for any information about a Borrower made available to prospective Lenders through the platform. Property Bridges may, when further information becomes available, but accepts no obligation to, update or amend any Borrower’s information.
15.9 Property Bridges do not give you any undertaking or make any warranty representations as to the ability of Borrowers to pay and their credit risk and we are in no way liable for monies owing by a Borrower to a Lender. You acknowledge as a Lender that you are bidding and lending entirely at your own risk.
15.10 Any calculations Property Bridges may provide at the likely rate of return on loans for guidance purposes are not guaranteed. The information Property Bridges provide you through the Platform does not constitute advice, recommendation or the endorsement of loan requests or of a Borrower or Borrowers or potential Borrower. You as a Lender or Borrower should not rely on the information available on the Platform as a sole basis for deciding whether or not to lend or to borrow through the Platform
15.11 Property Bridges make no representation or warranty as to the accuracy of the data displayed for loan requests, nor whether the information is up to date.
15.12 Property Bridges do not guarantee that there will be sufficient bids to fully fund loan applications and allow your funds to be lent out, or that there will be sufficient borrowers for you as a Lender to lend
15.13 Whilst that security required pursuant to a Loan Agreement will be put in place, you as Lender accept, that the enforceability of such security whether Personal Guarantee or the Security Trust Deed, will be subject to normal legal risks and limitations and in the case of a Personal Guarantee we will not have ensured any individuals providing such guarantee are or being independently advised. Personal Guarantees can be open to challenge in circumstances where the individual Guarantor has been subject to due pressure or influence from a third party or has no shareholding in the Borrower or was not independently advised.
15.14 The Platform is not intended or designed to be used as a vehicle for generating loan assets as part of a lenders strategy whether by securitisation or fundraising. It must not be used by a lender on that basis.
15.15 You agree to use the Platform only for lawful purposes in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else for use and enjoyment of the Platform.
15.16 You whether registered as Lender or Borrower will be liable to us for any loss or damage suffered by us as a result of you being in breach of any of these Conditions of Use or being in breach of a Loan Agreement or breach of a Security Trust Deed or for any fraudulent use of the Platform.
15.17 A Lender or Borrower acknowledges and agrees that Property Bridges shall not be liable to either of them or to any third party for any loss, damage, liability or expense suffered by either of them or any third party arising directly or indirectly from:
15.17.1 the inability to access the Platform or the Services to access and use the Services during the Operating Hours.
15.17.2 their internet connection becoming or being unavailable resulting in a Lender or a Borrower being unable to access and use the Platform, Platform or Services.
15.18 Each Lender and each Borrower acknowledges and agrees that Property Bridges shall not be liable under these Conditions of Use to either of them or to any third party for any indirect, consequential or special loss or damage or for any loss of profits, whether or not foreseeable and whether arising in contract, tort, breach of statutory duty or otherwise.
15.19 Each Lender and each Borrower agrees that the maximum aggregate liability of Property Bridges under these Conditions of Use for any direct loss or damage suffered by either of them and whether arising in contract, tort, breach of statutory duty or otherwise shall not exceed in aggregate the fees net of vat that Property Bridges has received from the claiming party in the 120 days preceding the breach or if the Lender or Borrower has been using the Services for a lesser period that lesser period.
15.20 Property Bridges hall not be in breach of any provision of these Conditions of Use, caused by a Lender or Borrower’s failure to observe or breach of any of the Conditions of Use.
15.21 Property Bridges shall not be obliged to provide the Services where the party being a Lender or Borrower has failed to follow the instructions relating to the use of the Services.
15.22 Notwithstanding the provisions above, Property Bridges does not limit or exclude its liability for death or bodily injury claims arising from its negligence. Property Bridges’ maximum aggregate liability for physical damage to the user being a Lender or Borrower tangible property arising from all events of our negligence whether or not connected and arising pursuant to these Conditions of Use or otherwise shall not exceed the sum of one thousand Euro. Damage to software or damage to data or loss of or corruption of data shall not constitute physical damage to tangible property.
15.23 The provisions of this clause 15 in their entirety shall survive the expiry or termination of these Conditions of Use, howsoever occurring.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 Property Bridges are the owner or the licensee of all intellectual property rights in the Platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may not print off, adapt, reproduce or download the Platform any extracts from it save where specifically permitted under the Conditions of Use.
16.2 If you print off, copy or download any part of our Platform in breach of these Conditions of Use, your right to use our Platform and the Platform and Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
17. LINKS TO OTHER PLATFORMS
This Platform may contain links and references to third-party platforms. The linked platforms are not under the control of us, and Property Bridges is not responsible for the content of any linked Platform or any link contained in a linked Platform. Property Bridges provide these links only as a convenience, and the inclusion of a link or reference does not imply the endorsement of the linked Platform by us.
18. PROPER LAW
The construction, interpretation and application of these Conditions of Use, the Loan Agreement and the security documentation shall be governed by the laws of the Republic of Ireland. Each party irrevocably agrees that the courts of Ireland shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these conditions of use or its subject matter or formation.
19. WRITTEN COMMUNICATIONS
When the user accesses the Platform, the Platform or the Services or send emails to Property Bridges or Property Bridges emails the user, the user is communicating with Property Bridges electronically. The user agrees that for all purposes of the use of the Platform and Services pursuant to these Conditions of Use, that Property Bridges can communicate with the user electronically by email or by posting notices in the Borrower or Lender’s account on the Platform as the case may be. Each Borrower and each Lender also agrees to Property Bridges communicating and or serving notices on it or him or her to the most recent address the user provided to Property Bridges. The user agrees that all notices and communications that Property Bridges provides to the user electronically satisfy any legal requirement that such communications to be in writing.
The user where registering as a Borrower and who enters a Loan Agreement as a Borrower represents and warrants to Property Bridges that he is not a Consumer as defined in the Consumer Credit Act 1995 as amended, The Consumer Rights Directive (Directive 2011/83) and the eCommerce Directive (Directive 2000/31) and that he is acting within his trade, business or profession in accessing the Services and using the Platform and the Platform.
21.1 If the user has a complaint in relation to us or anything on this Platform, the user can write to us at support@Propertybridges.com as soon as possible but within seven days of the date of the issue which gives rise to the complaint. In doing so, Property Bridges would ask the user to provide us in writing with sufficient background information for us to verify the complaint and evaluate the complaint.
21.2 Property Bridges will endeavour to respond to any complaint as quickly as possible. Our ability to respond will be dependent on the nature and complexity of the user’s complaint, the extent to which Property Bridges can contact the user to get information on the complaint and the extent to which Property Bridges needs to obtain information from a third party relevant to the complaint to frame a response. Subject to the conditions of use, Property Bridges will make our best effort to find a satisfactory solution to the user’s complaint. However, this shall not apply where the complaint is vexatious or where it is clearly unsubstantiated or malicious.
22. TRANSFERS AND ASSIGNMENTS
A Borrower may not transfer or assign any of his rights or obligations under these Conditions of use or under any Loan Agreement. Any such purported transfer or assignment constitutes a breach of these Conditions of Use and the Loan Agreement concerned.
23. TRANSFERS AND ASSIGNMENTS BY PROPERTY BRIDGES
23.1 A User, a Lender or a Borrower may not transfer and or assign any of its rights or obligations under these Conditions of Use. A Lender may only transfer its rights and obligations under a Loan Agreement strictly as provided in that Loan Agreement.
23.2 Property Bridges may transfer its rights and or obligations under these Conditions of use to any purchaser of its assets or of a majority control of the issued shares in the company.
24.1 If Property Bridges fail, at any time to insist upon strict performance of any of a user whether Lender or Borrower of he or she or its obligations under these Conditions of Use, or if Property Bridges fails to exercise any of the rights or remedies to which Property Bridges is entitled, this will not constitute a waiver of such rights or remedies and will not relieve the Borrower or Lender as the case may be from compliance with such obligations.
24.2 A waiver by Property Bridges of any breach will not constitute a waiver of any subsequent breach.
24.3 No waiver by Property Bridges of any of these Conditions of Use will be effective unless it is expressly stated to be a waiver and is communicated to the user in writing in accordance with the Communications condition above.
25. DATA PROTECTION
Property Bridges will collect, and process personal data in accordance with the Data Protection Acts 1988 and 2003 as amended and in accordance with its Privacy Statement from time to time. Where it procures the processing of any personal data by a third party, it will put in place an agreement with that third party whereby such personal data is kept confidential and secure and is only processed in accordance with the instructions of Property Bridges.
26. BRIDGE PEER FINANCIAL LIMITED AND DAC Pbridge 1
26.1 Bridge Peer Financial Limited trading as Property Bridges is a company incorporated in Ireland whose registered number is 603092. Our registered office is at The Waterfront Building, Grand Canal Dock, Dublin 2.
26.2 Bridge Peer Financial Limited trading as Property Bridges is registered with the Data Protection Commissioner.
26.3 DAC Pbridge1 is registered in Ireland, registered number 590615 and has its registered office at The Waterfront Building, Grand Canal Dock, Dublin 2.
26.4 Property Bridges is not covered by the Financial Services Compensation Scheme.
26.5 Property Bridges may exercise any of its rights under these Conditions of Use by itself or through any company or other legal entity which is under the control or ownership of Property Bridges including without limitation DAC Pbridge1.
27. CONFIDENTIAL INFORMATION
In consideration of us agreeing to make available to you information relating to the borrowers with the knowledge and approval of the borrowers (the “Confidential Information”) you agree and undertake to Bridge Peer Financial Limited (“Property Bridges”) as follows:
27.1 to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent required by law, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information;
27.3 to use the Confidential Information only for the permitted purpose of advancing a loan to the borrowers through the Property Bridges platform (the “Permitted Purpose”);
27.4 to inform us:
(a) of the circumstances of any disclosure of Confidential Information made during to their professional advisors for the Permitted Purpose; and
(b) upon becoming aware that Confidential Information has been disclosed in breach of these terms and conditions.
27.5 if you do not participate in the Facility and we so request in writing, to return or destroy all Confidential Information made available to you by us and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by you and use your reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent required by law.
28. NON RELIANCE
28.1 You acknowledge and agree that neither we nor any of our officers, employees or advisers (each a “Relevant Person”) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or be otherwise liable to you or any other person in respect of the Confidential Information or any such information.
28.2 You acknowledge and agree that we may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of these terms and conditions by you.
29. NO FRONT RUNNING
Upon your acceptance of these terms and conditions, you acknowledge and agree that:
(a) you will not, and you will procure that no person connected to you (as such term is construed by section 10 of the Taxes Consolidation Act 1997 as amended) (“Connected Person”) will engage in any direct or indirect communication with the borrowers or their representatives prior to the advancing of a loan to the borrowers which in the opinion of Property Bridges is intended to or is reasonably likely to encourage business dealings except comprised in the facility being arranged by Property Bridges (“Front Running”);
(b) if you or any Connected Person engages in any Front Running Property Bridges may suffer loss or damage and our position in future financings with Property Bridges and the borrowers may be prejudiced;
(c) you confirm that neither you nor any Connected Person has engaged in any Front Running.
When you accept these terms and conditions you will, if Property Bridges so request, confirm to Property Bridges in writing that neither you nor any Connected Person has engaged in Front Running.
[Version Oct, 2018]