Ratesetter Terms & Conditions
Retail Money Market Limited (the "RateSetter") is a limited liability company registered in England and Wales, number 7075792. Our registered offices are at 6th floor, 55 Bishopsgate, London EC2N 3AS.
RateSetter holds Consumer Credit Licence number 633741 from the Office of Fair Trading and is registered with the Information Commissioner's Office under registration number Z2083390. The Company is a member of CIFAS.
We provide an exchange (the "Exchange") via www.ratesetter.com and www.peer2peer.giffgaff.com (the "Website") for lending transactions conducted between (i) our customers and (ii) our customers and third party borrowers. In these terms and conditions, where the context requires, the term "customers" shall include such borrowers. We do not provide loans ourselves, but we provide our customers with a facility for the placing of loans with each other (the "RateSetter Services") and a number of markets which will vary by loan term (the "Markets"). In return for the RateSetter
In these terms and conditions, as they may be amended from time to time ("Terms & Conditions"), references to "we", "us", "our" and any similar expression shall include RateSetter and (to the extent required where these terms are incorporated by reference in any other agreement) any subsidiary of RateSetter. Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and words denoting persons shall include bodies corporate and unincorporated, associations, partnerships and individuals.These Terms & Conditions are entered into between us and the customer ("you").
AGREEMENT (GENERAL TERMS & CONDITIONS)
The below sets out the Terms and Conditions. You can navigate to specific areas using the links in the
EFFECT OF THESE TERMS & CONDITIONS
By agreeing to these Terms & Conditions and/or by continued use of the Exchange, you are bound by the entirety of these Terms & Conditions and any other document that is incorporated by reference into these Terms & Conditions. If there is any inconsistency between these Terms & Conditions and any document incorporated by reference, these Terms & Conditions will prevail.
We may make changes to these Terms & Conditions from time to time and will take steps to bring any such changes to your attention (such as by placing a notice of the change
ona prominent position on the Website, together with the changed Terms & Conditions). It is your responsibility to check these Terms & Conditions from time to time to ensure that you agree with them, and your continued use of the Exchange after any change to these Terms & Conditions will be deemed to be your acceptance of the change. If we make a change to these Terms & Conditions between the time you make an offer to lend or borrow throughthe Exchange and the time that offer is accepted, the offer and any loan made further to it will be subject to these Terms & Conditions as they were before we made that change.
YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant the following to us:
2.1 You are between the years of 18 to 75 of age and capable of taking responsibility for your own actions if you wish to lend or borrow through RateSetter.
2.2 You have a bank account in your own name with a UK bank.
2.3 You do not hold a Consumer Credit Licence from the Office of Fair Trading.
2.4 You are not, and will not carry out the activities of, a credit
broker; andyou do not lend money to other people in the course of a business.
2.5 You can enter into a legally binding agreement with us, are the person whose details you have provided in connection with your RateSetter Account and will not allow any other person to trade on your RateSetter Account.
2.6 You understand that by using the RateSetter Services you may lose money and accept that you are fully responsible for any such loss.
2.7 When you pay money into the bank account held
ontrust for the benefit of RateSetter's customers (the "Trust Account") you are authorised to do so. You will make such payments in good faith and will not attempt to reverse a payment made into the Trust Account or take any action which will cause such a payment to be reversed by a third party.
2.8 You undertake to use the RateSetter Services only for lending or borrowing purposes as envisaged by these Terms & Conditions.
2.9 You are not knowingly lending to or borrowing from a Connected Party through RateSetter. A Connected Party is as defined in Section 993 of the Income Tax Act 2007. A person is connected with another person if that person is the individual’s spouse, registered civil partner, relative or relative of the spouse or registered civil partner. Trustees are also deemed to be connected to
settlors, and people in business partnerships are similarly connected, as are their spouses, registered civil partners and relatives. For full details please refer to section 993 of the Income Tax Act 2007 currently available to view on www.legislation.gov.uk at www.legislation.gov.uk/ukpga/2007/3/section/993.
2.10 If you are borrowing through RateSetter, the aggregate value of any transfers subject to Inheritance Tax (whether into trusts or not) that you have made in the seven years prior to the date on which you enter into any Loan Agreement does not exceed £162,500.
2.11 You will not access or use the Website except for its intended purpose and will not attempt to hack, make unauthorised alterations to or introduce any kind of malicious code to the Website or RateSetter by any means. Unless given prior approval from RateSetter or as otherwise permitted by law, you will not:
(a) reverse engineer or decompile (whether in whole or part) any software available through the Website; or
(b) make copies, modify, reproduce, transmit, alter or distribute all or any part of the Website or any material or information contained on it.
2.12 You will not disguise or interfere in any way with the IP address of the computer you are using to access the Website or otherwise take steps to prevent us from correctly identifying the actual IP address of the computer you are using whilst accessing the Website.
2.13 You agree it is your responsibility to account for any tax imposed on you as a result of placing loans through the Exchange, including on any interest or bonuses as described in clause 6.7 you earn.
(a) Before you are able to start lending or borrowing on RateSetter, we will require you first to register with us to create your "RateSetter Account".
(b) You agree to provide accurate registration information, including your correct name, date of birth, e-mail address and current address. You agree to inform us promptly of any changes in such information.
(c) You agree to provide us with the sort code and account number of the UK bank account that you wish to use to pay money to RateSetter (your "Nominated Bank Account").
(d) You authorise us, at any time, to use any means that we consider necessary to verify your identity with any third party providers of information. Please refer to clause 13 for details of steps we may undertake to do this.
(e) Within the registration process you will be required to choose a login code (which must be an e-mail address) and a password.
(f) Registration will be conducted using secure server encryption.
3.2 Confirmation and passwords
(a) Upon completion of our registration process, we will:
(i) confirm by e-mail, to the address you have supplied, that your RateSetter Account is open; and
(ii) inform you of the randomly generated unique ten digit account user code (the "RateSetter Account Number") that we will use in all correspondence with you.
(b) You agree to keep your login code, password and RateSetter Account Number strictly confidential, and provide them only to us and only when requested, and you are responsible for any misuse of them. You will protect your login code, password and RateSetter Account Number in the same way as you would details of your bank account or your bank cards, and any failure to do so shall be at your sole risk and expense.
(c) You should change your password on a regular basis. Passwords should contain a mixture of upper and lower case letters and numbers and/or symbols. Passwords are case sensitive and we recommend the use of passwords that combine a combination of non obvious letters and numbers in different cases. This will help to prevent the risk of unauthorised use of your RateSetter Account.
(d) We are entitled to assume that all correspondence, orders, transfers and instructions made by reference to your login code, password or RateSetter Account Number are made by you. You agree to inform us at once by e-mail and by telephone if you believe that any of your RateSetter Account information is being misused by a person so that we may suspend your RateSetter Account.
BECOMING A LENDER
4.1 To lend you must have first placed funds into the Trust Account (the "Trust") which is held under a trust administered by RateSetter Trustee Services Ltd ("RTSL"). RTSL is a company incorporated under the laws of England and Wales with company number 7233618. Funds contributed by you to the Trust will be held and administered on, and subject to, the terms of the Trust. RTSL is the trustee of the Trust. The terms of the Trust are set out in the Trust Deed. The Trust Account will at all times be a segregated account held by one of the major UK high street banks. It is currently held by Barclays Bank plc. This ensures that should RateSetter cease to trade the money held in this account will not be considered to be part of RateSetter’s assets.
4.2 You may place funds into the Trust by bank transfer from your Nominated Bank Account or by debit card payment via a debit card linked to your Nominated Bank Account. If making a bank transfer you must include your RateSetter Account Number in the reference field.
4.3 Your lending limit is represented by your "Available to Lend" balance which will be shown on the "Your Account" page of the Website. This will be the money that you have paid into and that has arrived in the Trust but have not offered to lend or have lent via the Exchange.
BECOMING A BORROWER
5.1 To ensure that you are able to pay back your loan, giffgaff Limited (and/or, its Affiliates) and RateSetter will carry out a credit check on you before processing any requests to borrow.
5.2 Your Credit Rate is paid into a trust which, subject to clause 6 below, will offer the lenders protection against financial loss occurring from missed repayments and defaulted loans (the “Credit Rate” and the "giffgaff Provision Fund"). We will calculate the cost of paying your Credit Rate in advance and this will be described in your Loan Contract. The Credit Rate will be added to your loan balance and retained before the money is disbursed to you.
5.3 To apply for a Loan:
(a) you must answer the additional questions that we and/or giffgaff Limited will ask you and agree to undergo the credit checking process;
(b) details of how we may use your personal information to determine your credit rating are set out in clause 14. In particular, in considering your application we and/or giffgaff Limited will search your record with at least one of Equifax Limited, Experian plc or Callcredit Limited (the "Credit Reference Agencies"). Details of the initial search carried out to assist us and giffgaff Limited with providing your credit rating will be recorded by the relevant Credit Reference Agency but it will not be visible to other organisations that make searches with them and it will not affect your credit score adversely. When you come to place an order to borrow they will add to your record details of our search and your application and this will be seen by other organisations that make searches with them;
(c) giffgaff Limited and Ratesetter will use a credit scoring system when assessing your application;
(d) after we, or giffgaff Limited, have received relevant information from one or more Credit Reference Agencies we, and giffgaff Limited, will use that to help us determine your Loan application;
(e) after we have determined your Loan application we will inform you whether you are eligible to borrow through RateSetter to finance the purchase of a mobile handset from giffgaff Limited;
(f) if you require further information about how your data will be used by the Credit Reference Agencies it is set out here.
THE GIFFGAFF PROVISION FUND
6.1 To provide protection to the RateSetter lenders who provide loans to giffgaff borrowers, RateSetter has set up the giffgaff Provision Fund Trust (the "giffgaff Provision Fund"). RateSetter is not authorised by the FSA under the Financial Services and Markets Act 2000, and this arrangement does not amount to a contract of insurance under that Act.
6.2 This fund is a trust held on behalf of lenders by RateSetter Trustee Services Ltd (the “PF Trustee”).
6.3 In circumstances where a loan is not repaid by a giffgaff borrower as required under the loan contract, RateSetter will make a claim to the giffgaff Provision Fund on your behalf. Claims can be made to the giffgaff Provision Fund to address two different situations: firstly, when a loan is considered to be in arrears which means that an amount has not been paid to the lender that is due under the contract a claim can be made for the amount that is outstanding and, secondly, when the loan has gone into default which means that the borrower has been notified that the loan has gone into default and the whole outstanding balance of the loan is now due and shall mean that a claim may be presented to the giffgaff Provision Fund for the whole loan balance as well as the unpaid interest.
6.4 You have the right to make a claim to the giffgaff Provision Fund and to have that claim properly considered, although you have no right to the payment of any particular claim.
6.5 The giffgaff Provision Fund will consider your claim and decide whether to make a payment to you, and if it decides to make a payment what the value of that payment will be. The payment will not exceed 100 per cent of the claim.
6.6 If the giffgaff Provision Fund is assigned the benefit of all or part of a loan lent by you in accordance with clause 11 or otherwise pays any amount towards your claim it will take control of the debt recovery process against the giffgaff borrower and you agree not to make any further claims in respect of the bad debt until authorised to do so by the giffgaff Provision Fund. If the giffgaff Provision Fund does not settle 100 per cent of your claim any sums recovered by the giffgaff Provision Fund in excess of the amount it has already paid to you will be owed to you and paid to your RateSetter Account up to the limit of 100 per cent of your claim. Any sums subsequently recovered by you from the giffgaff borrower (in aggregate with the amount paid by the giffgaff Provision Fund to you, excluding any award for interest) in excess of the total amount you have lent to the giffgaff borrower will be repaid to the giffgaff Provision Fund.
6.7 Any money that is paid into the giffgaff Provision Fund will only be paid out:
(a) to meet lenders' claims that are made under clause 6.4 of these Terms & Conditions;
(b) to giffgaff Limited or Telefónica UK Limited where such monies have been paid directly into the giffgaff Provision Fund by such party; or
(c) to giffgaff Limited, provided this occurs no sooner than (a) expiry or termination of the agreement between giffgaff Limited (or Telefónica UK Limited as the case may be) and RateSetter which governs the collaboration of these parties on providing loans to giffgaff members via giffgaff.com; and (b) expiry of the final loan from a lender to a giffgaff borrower.
OFFERS TO LEND OR BORROW
7.1 The Rate
(a) Any offer to lend or borrow will be based on a pre-determined APR rate – it is your responsibility to ensure that this is a rate at which you are happy to lend or borrow. The rates will be expressed in different terms depending on whether you wish to place an offer to lend or borrow.
(b) The rate at which you are prepared to lend in accordance with clause 7.1(a) is the "Lender Rate" and the annualised percentage interest rate at which you will lend your money to one or more borrowers (the "RateSetter Base Rate") will include the commission due to RateSetter from lenders.
(c) The rate at which you are prepared to borrow (the "Borrower Rate") will be represented by the annual percentage rate ("APR") as defined under the Consumer Credit Act 1974 and ancillary legislation. The APR will be determined by RateSetter based upon the length of the term of the loan and will be made up of:
(i) the RateSetter Base Rate;
(ii) your Credit Rate; and
(iii) the commission due to RateSetter from giffgaff borrowers.
(d) The rates at which you are either prepared to lend or borrow will be the "Rate" and the Rate should be read throughout the Terms & Conditions to mean either the Lender Rate or the Borrower Rate as appropriate to the context.
7.2 You appoint RateSetter as your agent:
(a) for the communication of your orders to lend or borrow;
(b) for receipt of communications of acceptance of your orders to lend or borrow;
(c) to execute on your behalf any agreements or deeds in relation to offers to lend which have been accepted by a giffgaff borrower including, without limitation, a loan contract (a "Loan Contract") documenting the terms of a loan facility;
(d) to enter into any transfer or assignment agreements (or notices in relation thereto) on your behalf in order to assign the benefit of or transfer all or part of any loans made available under a Loan Contract to either the giffgaff Provision Fund, another customer or a third party; and
(e) to acknowledge the creation of a trust over any security granted in favour of a security trustee in respect of which you are a beneficiary and to accede to the terms of any security trust arrangements in respect of such security on your behalf.
7.3 An offer to lend or borrow will be open for acceptance by our other customers on the giffgaff lending scheme, either as individuals or as combinations of individuals using the RateSetter Exchange.
7.4 You will not lend to or borrow from RateSetter, but only other customers who use the RateSetter Services.
7.5 An offer to lend or borrow that you make will remain open for acceptance by any of our customers as set out in clause 7.11 below (unless properly cancelled by you in accordance with clause 8 below). You may not nominate any individual(s) to be counterparties to any of your offers to lend or borrow.
7.6 Your offer to lend may be presented in isolation or in combination with other offers to lend on the same Market. We will not identify you to our other customers as the originator of the offer unless required to do so by law or otherwise in accordance with the provisions of clause 14 below.
7.7 You will inform as soon as you become aware of any errors with respect to your RateSetter Account or any calculations with respect to any offer to lend or borrow you have placed. We reserve the right to remove from the Exchange any loan offers which are the subject of any error.
7.8 Your offer to lend or borrow will only be valid and open for acceptance if it is made in accordance with our Terms & Conditions. We reserve the right to refuse to post your lending offer or allow you to borrow on our Exchange without giving prior notice.
7.9 If we allow you to make an offer to lend or borrow and subsequently suspect that you are or were, at the time of making the offer, in breach of these Terms & Conditions, we may, at our absolute discretion, withdraw your offer and any further offers from our Exchange. We reserve the right in these circumstances, if you are a borrower, to require you to repay any outstanding loans that have been made via the Exchange ("Outstanding Loans") immediately, but if you are a lender any Outstanding Loans will continue to the end of their term.
7.10 You are entirely responsible for the information that you provide to us concerning each offer that you make. We will not enquire into the reasonableness of any offer that you may make. We will not be liable for incorrect entries made by you on giffgaff.com or the Website, including data input errors with respect to the amount or Rate of any offer.
7.11 Once you have confirmed that you wish to place a particular offer to lend, you agree to leave the offer for that loan open for acceptance, subject to termination of the offer by us for 30 days, or removal of the offer from the Exchange for any of the reasons set out in these Terms & Conditions or your valid cancellation of the offer in accordance with clause 9 below.
7.12 Once your offer to lend or borrow is accepted, you will not be able to change the terms of your offer even if you had intended to cancel your offer but failed to do so or the message to us to cancel your offer was not received and processed by us before the loan was accepted.
7.13 We may determine, at our absolute discretion, when our Exchange is open for the posting of offers for loans and may close the Exchange at any time at our absolute discretion.
ACCEPTANCE OF LOANS
8.1 If you accept an offer to lend or borrow you will not be lending or borrowing with RateSetter but with other customers who use RateSetter.
8.2 In the case of an offer to lend, once your offer has been accepted you will not be allowed to change the terms of that Loan Contract or withdraw from that loan. You will not be given the opportunity to change the Loan Contract made by that acceptance after you have made an offer to lend.
8.3 Loan Contracts will be documented on the terms of standard form loan documentation applicable to a giffgaff-related loan of that term (a "Standard Loan Contract").
8.4 Acceptance of an offer to lend or borrow, once received by us, will represent and confirm that:
(a) both parties agree to be bound, and will be bound, by the Loan Contract;
(b) each giffgaff borrower agrees to have his direct debit payments processed in relation to the repayment of amounts under each Loan Contract; and
(c) each lender agrees to sub-contract the collection of any missed payments due from borrowers to Roxburghe (UK) Limited of Kings Parade, Lower Coombe Street, Surrey CR0 1AA (or any other collection agency as may be appointed by RateSetter from time to time) (the "RateSetter Collector") in accordance with the collections procedure published on the Website from time to time.
8.5 We will attempt to match your order on your behalf with offers to lend or borrow made via giffgaff.com on our Exchange. If you are lending, you will receive either the Rate that you have requested or a better Rate.
8.6 We will display all accepted loans in "Your Account" on the Website.
8.7 You are able to check in "Your Account" on the Website which of your offers to lend or borrow either remain outstanding or have been accepted.
8.8 You may only accept offers to lend or borrow using our Exchange in accordance with these Terms & Conditions. Any purported acceptance made by means other than by completing the "Confirm Order" screen for the relevant loan on www.giffgaff.com or the Website will be ineffective.
8.9 In the case of an offer to borrow, once your offer has been accepted Loan Contracts will be formed between you and each of your lenders. You may be entitled to cancel each relevant Loan Contract or to repay the total amount advanced pursuant to the terms of each of your Loan Contracts in accordance with the terms of the Loan Contracts.
CANCELLATION OF AN OFFER FOR A LOAN
9.1 Unmatched offers to lend posted on our Exchange may be withdrawn at any time (unless and until they have been accepted) by cancelling the relevant offer for a loan in "Your Account" on the Website.
9.2 The cancellation of an outstanding offer to lend becomes effective when your instruction to cancel is successfully received and processed by us. In the event that we do not receive and process the cancellation in good time, you acknowledge that your offer may remain outstanding and available for acceptance.
9.3 If you attempt to cancel an offer to lend that is outstanding, you may not be able to do so if any counterparty has partially or wholly accepted your offer before your cancellation request has been processed by us. In this case, your original offer, or part thereof, will be validly accepted and settled.
REPAYMENT OF LOANS
10.1 If you are a borrower, the following will apply to you, and if you are a lender you consent to the following:
(a) You can decide to cancel your Loan Contract in accordance with the terms of the Standard Loan Document governing that Loan.
(b) If you cancel a loan as referred to in clause 10.1(a) above, you may (at our sole discretion) be prohibited from borrowing again for 60 days.
(c) All loans will be repaid by you to the Trust Account by monthly instalments comprising both principal and interest so that at the end of the term you have repaid the loan principal, the interest and any charges that were due under the Loan Contract Schedule. The monthly instalments will be collected by RateSetter by direct debit.
(d) If you wish to repay or reduce the outstanding principal by more than the sum anticipated in the Repayment Schedule you may do, in accordance with the terms of your Loan Contract, by alerting us via Your Account on the Website and you can decide whether to make the payment by direct debit or by debit card. The monthly loan payments will either not be reduced so that the loan will be repaid more quickly or they will be reduced in proportion to the early repayment to ensure that the loan terminates on the same date it was expected to terminate.
(e) If a loan is part repaid early, RateSetter will endeavour to repay the lenders in the reverse chronological order that they were matched so that if there are four lenders each with £1,000 outstanding to you and you wish to repay £1,200 plus interest, the last of the four lenders from whom you have borrowed will be repaid in full, plus interest, and the penultimate lender to have lent to you will be repaid £200 plus interest.
10.2 If you miss a repayment or anticipate that you might be in a position that will lead to your missing a repayment you should contact us as soon as possible at email@example.com. We will:
(a) inform you of the procedures we will apply and your options; and
(b) tell you if your loan will be handed over to the RateSetter Collector.
10.3 You must tell RateSetter or the RateSetter Collector, as the case may be, promptly when your circumstances change in a way that may adversely impact your ability to repay the amount due under any of your Loan Contracts.
10.4 If your relationship with RateSetter or the RateSetter Collector has broken down this will be included in the information supplied to the Credit Reference Agencies. You should be aware that this may have serious consequences for your ability to get credit in the future.
10.5 As a lender, when you receive repayments you may choose to activate the function which will automatically re-lend all repayments that you have received (your "Re-Investment Options"). Your Re-Investment Options will operate by taking all repayments when they are received back and turning them into offers to lend on the basis of the parameters you have determined. You will be able to pre-determine the Market in which your money should be lent and a rate at which you would like it to be lent. The offer to lend will then be made at the best available rate in the Market and you will be informed when the offer to lend is matched.
ASSIGNMENTS AND TRANSFERS OF LOANS
11.1 As a lender, you authorise RateSetter, acting as your agent in accordance with clause 7.2(d), at its discretion to enter into assignment agreements and other forms of transfer agreement in order to assign the benefit of or transfer all or part of any Standard Loan Contract to the giffgaff Provision Fund, another customer or a third party at par, including all principal and interest then outstanding in respect of that loan.
11.2 As a lender, you authorise the Company, acting as your agent in accordance with clause 7.2(d), at its discretion to enter into assignment agreements and other forms of transfer agreement in order to assign the benefit of or transfer all or part of any Loan Contract to the giffgaff Provision Fund in accordance with clause 6, including all principal and interest then outstanding in respect of that loan, if there has been or (in the opinion of the Company) is reasonably likely to be a payment default by a giffgaff borrower under a Standard Loan Contract.
11.3 As a lender, you authorise the Company, acting as your agent in accordance with clause 7.2(d), at its discretion to enter into assignment agreements and other forms of transfer agreement in order to assign the benefit of or transfer all or part of any Loan Contract to the giffgaff Provision Fund, another customer or a third party, including all principal and interest then outstanding in respect of that loan, if you give notice to the Company that you wish to transfer or assign any loan you have made in which case the Company will attempt to match your loan with offers to lend on the Exchange and may at its absolute discretion elect to assign the benefit of or transfer all or part of the loan you have made to the giffgaff Provision Fund, another customer or a third party, provided that you receive all principal and interest then outstanding in respect of that loan.
USE OF THE RATESETTER SERVICES
12.1 We provide our customers with the following help facilities:
(a) by e-mail; and
(b) by telephone on 020 3142 6226.
However, you are responsible for understanding the contents and operation of these Terms & Conditions and of our Exchange. We reserve the right to change the format of the RateSetter Services we offer in order to enhance the RateSetter Services and we reserve the right to record ALL telephone calls to RateSetter and to monitor all information relating to lending on customers’ accounts, for which purposes you consent in accordance with the requirements of the Regulation of Investigatory Powers Act 2000.
12.2 You agree not to:
(a) register at RateSetter (whether via the giffgaff Member Lending Scheme or any other route) more than once; register at RateSetter on behalf of an individual other than yourself; or register at RateSetter on behalf of any entity without that entity's prior written authorisation;
(b) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity; use or attempt to use another's Account, service or system without authorisation from us; or create a false identity on the Exchange;
(c) solicit personal information from anyone under 21 or solicit passwords or personally identifying information for commercial or unlawful purposes;
(d) transact on the Exchange on the basis of any change (other than a change agreed with RateSetter) to this Agreement, the Standard Loan Contract or any other terms or conditions contained on the Website.
13.1 We provide you with a platform which enables you to lend or borrow, in consideration of which we will be paid a commission and may levy other payment from time to time (together, "Charges").
13.2 The commission payable by a lender to RateSetter will be 10 per cent of what the lender earns (i.e. the interest and any Bonuses) from a loan unless indicated otherwise on the Website.
13.3 The commission payable by a borrower to RateSetter may vary from Market to Market and will be clearly set out in the Loan Contract.
13.4 If you are a giffgaff borrower, the Charges payable will be added to your loan and paid back over the course of the loan, and if you are a lender the Charges are taken by RateSetter before the interest is paid to you.
13.5 We will calculate the Charges you owe us and notify the Trustee accordingly. Upon the Trustee deducting any amount you owe us from your share in the Trust assets and holding such amount on trust for us, your obligation to pay us this amount shall be discharged. The Charges will be deducted by the Trustee from the funds you have paid into the Trust and will be paid to us.
13.6 Any Charges owed to us will be rounded to the nearest two decimal places. If the amount ends in 0.5 it will be rounded up.
13.7 If you are late in making payment, RateSetter will initially attempt to make contact with you and resolve the matter without involving the RateSetter Collector. During this period, you agree to RateSetter re-presenting the direct debit which we will have already set up to take your monthly payments and if that fails we will send you a letter (the "Notice Letter)" informing you that your account will be passed to the RateSetter collector. If we have not resolved the issue prior to our sending you the Notice Letter there will be a £10 charge (the "Late Charge") payable by you. If the account is passed to the RateSetter Collector the Late Charge will be added to the sums that they are seeking to recover from you.
13.8 If your account is passed to the RateSetter Collector they will add their fee to the overdue sum. The total of the principal, the Late Charge, any unpaid interest, any unpaid Credit Rate and the RateSetter Collector's fee will be payable by you.
13.9 The RateSetter Collector's fees will be 12.5 per cent plus VAT prior to the loan going into default and 12 per cent plus VAT after the loan has been put into default. Further fees may be added to your debt if any of the following services are required: field agent collections; tracing; debt counselling or litigation.
USE OF PERSONAL INFORMATION
14.1 We will only use your personal information to provide the RateSetter Services; to manage your Account and keep you informed about your lending or borrowing via www.giffgaff.com and the Website; to assess lending risks; to trace debtors and recover debt; to identify, prevent, detect or tackle fraud, money laundering and other crime; to carry out regulatory checks; to calculate, collect and make payments of loans, interest and other sums described in these Terms & Conditions, including the Credit Rate; and for statistical analysis and market research. In this clause 14, "personal information" means any information relating to any person.
14.2 We may also disclose your personal information:
(a) to giffgaff Limited, our agents and subcontractors, acting for us or for lenders, for any of the purposes described in clause 14.1 above;
(b)to law enforcement agencies and fraud prevention agencies for the purposes of identifying, preventing, detecting or tackling fraud, money laundering and other crime;
(c) to Credit Reference Agencies for the purposes of assessing lending risks;
(d) to debt recovery agencies for the tracing of debtors and recovery of debt;
(e)to a reputable, licensed credit broker or a reputable, licensed lender in the event that you apply to borrow money at RateSetter, your application is declined or the loan monies are otherwise unavailable and we believe that the credit broker or lender may be able to help you obtain a loan;
(f) to trace debtors and recover debt;
(g) to meet our obligations to any relevant regulatory authority or taxing authority; and
(h) if we have to by law or it is in the public interest.
14.3 Please contact us at firstname.lastname@example.org if you want to receive details of the relevant fraud prevention agencies.
14.4 In the course of generating and managing your Loan Contracts, and operating "Your Account", the Exchange and/or the Website, we may also send to lenders and their assignees, or to borrowers, as the case may be, certain transactional data (for example, RateSetter Account Number, loan amount and repayment details) but not your full name, post code address or payment details.
14.5 Without limiting any of the above, if you give us false or inaccurate personal information, and we identify fraud, we will record this with fraud prevention agencies and may inform law enforcement agencies. We and other organisations (including law enforcement agencies) may use, search and access these records from the UK and other countries (e.g. offshore operations of UK businesses) to prevent fraud and money laundering, for example, when:
(a) checking details on applications for credit and credit related or other facilities and managing credit and credit related or other facilities;
(b) checking details on proposals and claims for all types of insurance;
(c) recovering debt;
(d) check your identity to prevent money laundering; and
(e) checking details of job applicants and employees.
14.6 We and other organisations may access and use from other countries the information recorded by credit reference and fraud prevention agencies for the purposes of assessing lending risks and identifying, preventing, detecting or tackling fraud, money laundering and other crime.
14.7 Any Credit Reference Agency that is searched as a result of your use of RateSetter will keep a record of any search, and other lenders may use it to assess applications they receive from you in the future.
14.8 As a general rule, we will give you at least 28 days notice if we decide to file a default on your credit reference file. However, we may not always give you notice beforehand, for example, if we plan to take court action.
14.9 We may transfer your personal information abroad to countries whose data protection laws are less strict, and less protective of your rights, than in the UK.
14.10 By submitting personal information to RateSetter, you agree that it may be used in all the ways described above. We will not be liable for any use or misuse of your personal data by others, but you agree to inform us promptly of any misuse of the Exchange or the Website of which you are aware.
14.11 Under the Data Protection Act 1998, 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 writing to us at email@example.com. A fee may be payable, but we will not charge you until we have told you how much the fee is and what it is for, and you have told us you still want to proceed.
14.12 We do not disclose your Personal Information to any other RateSetter customers unless it is necessary to enforce any of your Loan Contracts to obtain repayment. If you receive such information, you agree not to use it, other than in communications with us about your Loan Contracts.
COMMUNICATIONS AND NOTICES
Communications and notices to be given under these Terms & Conditions (other than those exchanges of information occurring in the normal operation of the site) should be sent to us in the manner prescribed in the Contact Us page.
(a) You agree to indemnify and hold each other RateSetter customer, us and our associated companies, affiliates, officers, directors, agents and employees harmless from any liabilities, claims, losses or demands arising out of your fraud.
(b) Without prejudice to the above, you also agree to indemnify and hold each other RateSetter customer, us and our associated companies, affiliates, officers, directors, agents and employees harmless from any liabilities, claims, losses or demands arising out of:
(i) any falsehood or inaccuracy contained in any information you provide us; or
(ii) another person trading on your RateSetter Account (whether or not authorised by you), except where it is our fault that they have done so.
16.2 Limitation of Liability
(a) Nothing in these Terms & Conditions will exclude or limit our liability for fraud (including fraudulent misrepresentation or concealment) or any other liability which we cannot lawfully exclude or limit (including our liability with respect to death and personal injury resulting from our negligence, or that of our employees, agents or subcontractors). The remainder of this clause 16 will be construed accordingly.
(b) We will not be liable to you for any:
(i) loss of operations, loss of data, loss of contracts, loss of market share and/or loss of goodwill;
(ii) increased costs and/or expenses; and/or
(iii) any type of special, indirect or consequential loss,
in each case, including such loss or damage suffered by you as a result of any action brought by a third party, and even if such loss was reasonably foreseeable.
(c) We will not be liable to you for any loss of profits other than (and subject to the other provisions of this clause 16) any loss of interest which a borrower has agreed to pay you on a loan and which you suffer as a result of our negligence or breach of these Terms & Conditions.
(d) We will not be liable to you for any loss that you may incur as a result, and to the extent, of your fraud, breach of these Terms & Conditions or negligence, or any misuse of your password unless that misuse results from our negligence or breach of these Terms & Conditions.
(e) we will have no liability for not confirming that your RateSetter Account is open or providing you with an Identifier when you open your account;
(f) we will have no liability for not exercising reasonable skill and care in determining your Credit Rating;
(g)our liability for not exercising reasonable skill and care in determining the Credit Rating of someone to whom you lend money through RateSetter will be limited to the amount lent
(h) our liability for providing inaccurate information to any Credit Reference Agency will be limited to the amount lent
(i) our liability for providing inaccurate information to any law enforcement or fraud prevention agency will be unlimited
(j) we will have no liability for not displaying on the Website, for withdrawing or for not matching with any prospective lender or borrower, any offer to lend or borrow which you submit to us;
(k) we will have no liability for not matching any offer you make to lend or borrow;
(l) our liability for failing to pay any sum properly due to you will be limited to that sum;
(m) our liability for charging you an incorrectly large Charge will be limited to the excess over the amount we should have charged; and
(n) our liability for any breach of clause 14 or the Data Protection Act 1998 will be unlimited.
16.3 We will not be liable for any loss or damage that you may suffer because of any: act of God; power cut; trade or labour dispute, act, failure or omission of any government or authority; obstruction or failure of telecommunication services; or any other delay or failure caused by a third party. In such an event, we reserve the right to cancel or suspend our services without incurring any liability.
16.4 We will not be liable for any loss or damage that you may suffer because of any negligence or failure to perform by any other person who is party to Terms & Conditions equivalent to these Terms & Conditions (as they may be amended from time to time).
16.5 Right of set-off
We may at any time, without notice to you, set off any liability owed to us or to our customers by you, including (without limitation) in relation to any RateSetter account in your name or which we believe to be under your control; against any funds held in another RateSetter account in your name or which we believe to be under your control.
16.6 Intellectual property
(a) RateSetter and the RateSetter logo are trade marks of Retail Money Market Limited. Retail Money Market Limited is the sole owner of the same. You will not make any unauthorised use of the RateSetter trade marks and any unauthorised use may result in prosecution.
(b) www.ratesetter.com is the uniform resource locator ("URL") of our Company. You will not make any use of this URL (or any other URL owned by us) on another website or digital platform without our prior written consent.
(c)You agree to assign to RateSetter any intellectual property rights (including copyright) in any loans placed by you on the Exchange. RateSetter owns all rights in any price data and related content on the Exchange. Your registration and use of our Exchange confers no rights whatsoever to the content and related intellectual property rights contained in our Exchange. You agree not to monitor, use or copy our web pages or any content on the Exchange, including without limitation any price data. Any unauthorised use or reproduction may be prosecuted.
(d)Any data licensed to RateSetter from third parties is provided for use on the Website only and may not be used for any commercial purposes without the consent of such third parties.
You may not assign any part of this Agreement without RateSetter's written consent but RateSetter may assign this Agreement to its subsidiaries without notice to you.
(a) These Terms & Conditions apply to you, through whatever means you access the Exchange.
(b) You agree to accept any other RateSetter terms and conditions giving you access to the Exchange, including those relating to any RateSetter mobile telephone application or for a licence to a RateSetter Application Programming Interface ("API"). Any such terms and conditions are incorporated by reference into these Terms & Conditions.
In the event that any provision of these Terms & Conditions is deemed by any competent authority to be unenforceable or invalid, the relevant provision shall be modified to allow it to be enforced in line with the intention of the original text to the fullest extent permitted by applicable law. The validity and enforceability of the remaining provisions of these Terms & Conditions shall not be affected.
18.1 If you want to make a complaint about RateSetter you can e-mail firstname.lastname@example.org, with brief details of your complaint and your RateSetter Account Number. Our customer service staff will acknowledge your complaint by e-mail within three working days. They will then investigate and send you an initial response, having had access to an officer with the authority to settle the complaint (including, where appropriate, an offer of redress). Where appropriate, the member of staff investigating the complaint will not be any staff member who was directly involved in the subject matter of the complaint. This should take no longer than five business days, but most complaints may well be resolved by close of business on the business day after the complaint is received. If the complaint is not resolved by close of business on the business day after the complaint is received, we will send you a copy of this complaints handling procedure. If you are not satisfied by our response, email email@example.com and your complaint will be escalated to the Customer Services Manager, who will respond by e-mail within a further five business days.
18.2 Within four weeks after receiving a complaint, we will send you either a final response or a response which explains why we are not in a position to resolve the complaint and indicates when we will make further contact. Complaints that we cannot settle within eight weeks after the date of complaint may ultimately be referred to the Financial Ombudsman Service.
19.1 These Terms & Conditions are governed by the laws of England and Wales.
19.2 The courts of England and Wales have exclusive jurisdiction in relation to all disputes under these Terms & Conditions.
19.3 The Contracts (Rights of Third Parties) Act 1999 does not apply to these Terms & Conditions save in respect of clause 16 above and insofar as it does apply the terms of these Terms & Conditions may be varied without the consent of any counterparties to any Loans Contracts.
19.4 These Terms & Conditions may in due course be prepared in various languages other than English for reference only. In the event of any differences between the English version of the Terms & Conditions (accessible from the homepage of www.ratesetter.com) and any non-English version, the English version shall prevail.
19.5 You agree that all documents that we are entitled to send you electronically may be delivered to you at Your Account. Any notices we give you shall be given in writing via the Website to Your Account. You will also receive by e-mail to your e-mail address specified in Your Account from time to time a prompt to refer to Your Account.
19.6 The records kept by us shall be conclusive of the facts and matters they purport to record.
19.7 RateSetter are permitted to make annual statements available to you electronically and reserve the right to charge an administration fee of £20 for a paper copy of such statements or for statements covering a period for which RateSetter would not normally provide a statement.
19.8 Save in the case of fraud, these Terms & Conditions, and the terms expressly incorporated into them, constitute the entire and only agreement between us and you with regards to their subject matter and you confirm that you have not been induced to enter into these Terms & Conditions in reliance upon, nor have you been given, any condition, warranty (including in particular any warranty as to merchantability, fitness for purpose or uninterrupted functionality), representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in these Terms & Conditions and, to the extent that you have been, you unconditionally and irrevocably waive any claims, rights or remedies which you might otherwise have had in relation thereto.
19.9 No failure or delay by you or us to exercise any rights under these Terms & Conditions shall operate as a waiver thereof and no single or partial exercise of any such right shall prevent any other or further exercise of that or any other right.