Financer Terms and Conditions

Financer Terms and Conditions

It is important that you readthese Financer Terms carefully and ensure that you understand them before yousign up as a Qardus member or fund a financing facility through Qardus.

By signing up as a Financer withQardus you will be bound by these Financer Terms. The Financer terms, alongwith our Website Terms, Privacy Policy and Cookies Policy set out theterms on which we will provide services to you as a Financer with us and theyare legally binding on both you and us.

Consequently, if there isanything in the Financer Terms or those other documents that you do notunderstand, you cannot comply with or that you are not comfortable being boundby, you should not agree to the Financer Terms or fund participation in afacility through our platform.

1. QARDUS – LEGAL AND REGULATORYDETAILS

Qardus Limited (Qardus, we,us, our) (is registered in England and Wales with company number 12181387and our registered office is at 3.09a 1 Lyric Square, London, England, W6 0NB,United Kingdom. We do not offer services that are regulated under the UKfinancial services system and we are not regulated by the Financial ConductAuthority.

2. QARDUS – SERVICES OFFERED

2.1 The services offered byQardus are available to persons that that are members of our website www.qardus.com (the Website). We provide members with details of potentialfinancing participation opportunities – the type of facility that we offer isdescribed at clause 2.2 below. Each time that Qardus offer an financing opportunityto members via our Website, we will provide more details of that specific opportunity.You should read and understand the details of each particular opportunitybefore deciding whether to participate.

2.2 Qardus offers members theability to participate in commodity murabaha facilities. Unless otherwisespecified, each financing opportunity offered by Qardus will be structured asfollows:

• Qardus, acting as your agent, will enter     into a commodity murabaha agreement with a connected company (the Fundraiser).      The Fundraiser will use the facility     provided under the agreement to enter into a series of financing     transactions with SME businesses.
     
     
• The same Fundraiser may seek financing     over a defined period of time for a specific financing purpose.  The campaign period will be set out in     the relevant Information Memorandum.      Once the campaign period finishes, the Fundraiser will stop seeking     financing.
     
     
• Qardus will send details of the     opportunity to all members of the Website.
     
     
• If member(s) decide to participate in the     opportunity and become a “Financer”, those Financers will complete     an application (typically, via an application page on the Website) authorising     Qardus to enter into a ”Financing Agreement” (typically, a     commodity murabaha agreement) which documents the terms of the shariah-compliant     facility the Financer has chosen to fund.
     
     
• Qardus will provide each Financer with a “Contract     Note” [DB1] specifying the extent to which they have     participated in the Financing Agreement .
     
     
• The obligation to make repayment to the Fundraiser     rests with the SME (not Qardus) and the obligation to make repayment to you     under the facility rests with the Fundraiser (not Qardus) so that if the Fundraiser     defaults on the facility due to one or more SMEs defaulting on their     contractual repayment obligations, Qardus will not be responsible for the     resulting loss to Financers.
     
     

2.3 The financing opportunities thatwe offer are only available to persons who demonstrate either sufficient networth or investment sophistication.  

2.4 Any Financer who is notreceiving advice from an FCA-authorised firm must demonstrate theirunderstanding of the features and risks of participating in the provision offinance . Users who satisfy these criteria, as set out in more detail on theWebsite, will be eligible to become members. Only members can receive detailsof financing opportunities through the Website.

2.5 If you are eligible formembership of our Website, you can receive details of financing opportunities, fundthe opportunity online and receive online facility reports. Your financing subscriptionsand any returns shall be held in a trust bank account – details are set out atclause 5 below.

2.6 As a Qardus member, you arebound by these Terms and Conditions in relation to your use of our Website andany application that you make to participate in the financing opportunitiespromoted to members. Any user of the Website who is not a member is also boundby these terms insofar as they are capable of application to non-members. Byusing the Website, you confirm that you have read, understood, and agree tothese Terms and Conditions and our Website Terms, Privacy and Cookies Policyeach as amended from time to time. If you do not agree to the Terms andConditions, you must stop using the Website immediately.

3. MEMBERSHIP OF THE QARDUSWEBSITE

3.1 To become a Qardus member,you will need to apply to join and be approved by us. We may reject anyapplication to become a member on such grounds as we see fit, including,without limitation, your knowledge and understanding of investing, your financialstatus, your capacity to be bound by these Terms and Conditions or thejurisdiction in which you live or are a citizen. Further details of thoseeligible to be Qardus members are set out at clauses 2.3 and 2.4 above.

3.2 If you apply to become aQardus member, we carry out certain identity and fraud checks on you, and wemay use third party agencies to do that. If we cannot get adequate informationfrom the third party agency then we may ask you to send us copies of therelevant identification documents (normally a certified copy of your passportand a utility bill) and any supporting evidence that we may require. If you donot provide all appropriate identification documents you will not be able tobecome a Qardus member and participate. We may also suspend your membership atany time if we suspect financial irregularity or are unable to verify youridentity. For more details about how we use your information, please refer toour Privacy and Cookies Policy.

3.3 Your application formembership should be completed in the name of the same person that will fundthe participation.

3.4 When you register as amember you will need to provide personal details and a password – they will beunique to your individual Qardus membership and are not transferable. We willuse your registration details and password to identify you and you must keepthem secure at all times.

3.5 You are responsible for allinformation and activity on the Website by anyone using your membership detailsas described at clause 3.4 above. If you authorise an agent, family member,employee or sub-contractor to use your Qardus membership, you will beresponsible for their activity on the Website. Any breach of security, loss,theft or unauthorised use of your security details must be notified to usimmediately. We reserve the right not to act on instructions provided usingyour membership details where we suspect that the person using your Qardusmembership is not you or we suspect illegal or fraudulent activity orunauthorised use.

3.6 You agree not to adapt orcircumvent the systems in place in connection with the Website, nor access oursystems other than by using the credentials assigned to you and by followingthe instructions that we have provided for that type of connection.

4. INVESTING

4.1 If you wish to participatein an opportunity, you can do this through your online membership account onthe Website – you will need to specify the size of the contribution you wish tomake and place funds in your Qardus account (see section 5 below).

4.2 The decision as to whetherto accept an application from you to participate in an opportunity will be atour absolute discretion. We may decline to accept an application from a memberto participate in an opportunity for any reason, including but not limited tobecause the offer is over-subscribed or under-subscribed or because of legal orregulatory matters. If we do not accept your application, but you have alreadypaid money into your online membership account, we may return it to you or you may instructus to keep your money in your online membership account to fund participationin another opportunity.[DB2] 

4.3 Any opportunity that you participatein will be governed by the terms of that particular opportunity as set out inthe financing agreement (e.g. a Commodity Murabaha Agreement), your Application,any Information Memorandum and these Terms and Conditions. To the extent thatthere are any inconsistencies between these documents, the provisions of the financingagreement shall prevail over the Application, which shall prevail over the InformationMemorandum, which shall prevail over these Terms and Conditions.  The terms of your participation will besummarised in a Contract Note that we send to you after receipt of yourApplication.  If you disagree with theterms of the Contract Note, you should bring this to our attention as soon aspossible.  If you have made an error inthe Application, you will generally be bound by the terms of the Applicationand the Contract Notes once the facility has been provided to the Fundraiser(in accordance with any timing requirements noted on the Website).4.4 It isimportant that you understand that we do not provide regulated services, suchas investment advice, legal advice or tax advice. We will not assess thesuitability of any opportunity that we offer in the context of your personaland financial circumstances - you are responsible for making your own decisions.If you have any doubt about the suitability of any opportunity for you, werecommend that you seek such advice from an appropriately qualifiedprofessional such as an independent financial adviser authorised by the FCA.

4.5 It is also yourresponsibility, not ours, to ensure that you have complied with any relevantlegal or regulatory restrictions that would prohibit you from participating inany financing opportunity that we offer to you.

5. HOW YOUR MONEY IS HELD

5.1 If we accept yourapplication to enter into a facility, we will provide you with bank accountdetails into which you must transfer your participation amount (your Qardusaccount) within 24 hours of receipt of these details unless you notify usotherwise. Any payment into your Qardus account must be made from a bank orbuilding society account in your name whose details you provide to us and whichwe have accepted (your Nominated Account). Your money will then be heldin your Qardus account pending deployment into the facility.

5.2 Your application willconstitute a legal commitment to fund the participation, but you may cancelyour application at any time prior to the facility being entered into withoutpenalty.  If you fail to make payment within 24 hours or the date you havespecified, we may, at our discretion, cancel your subscription. If you makepayment after the due date and an allocation is still available, we will,unless we notify you to the contrary, continue to process your payment as anindication that you wish to proceed to participate.

5.3 Unless otherwise specified,your Qardus account will be held by and administered by us as a trust account.This means that your Qardus account is maintained separately from our own money.The trust account can only be used in connection with the making of financingopportunities available to our Members.  Wewill make payments to (and exceptionally, receive payments from) the Fundraiseron your behalf. By holding your money on trust, it should be protected from claimsby our creditors in the unlikely event of our insolvency.  We maintain records of the individualentitlements of each member and Fundraiser for these purposes and will pay feesowing to us and other service providers (if any) out of your Qardus account.

5.4  In respect of any particular financing opportunitythat we communicate to Qardus members, if the fundraising target is met and weare able to proceed with the facility, we will enter into the FinancingAgreement with the Fundraiser as your agent and pay sums out in accordance withthe terms of that agreement. Any portion of your subscription amount that isnot deployed into a facility will be paid back to your Nominated Account or keptin your Qardus account pending your instructions.

5.5 You authorise us to dealwith the Fundraiser on your behalf in connection with exercising your rightsand obligations under the facility.

5.6 Where all of the amount thatyou proposed to fund has not been used to enter into a facility and a balanceremains on your Qardus account, you may request that this balance is paid backinto your Nominated Account.  If we donot receive instructions from you, we may pay such money back to your NominatedAccount without further reference to you.  Profits and repayments under the facilities willgenerally be paid to your Nominated Account directly by the Fundraiser and youauthorise us to provide the details of your Nominated Account to the Fundraiserfor these purposes. If you wish to change your Nominated Account, you mayrequest to do so by email providing us with your proposed alternative accountdetails. Any alternative account must be in your name and be held with a bankor credit institution that is acceptable to us.

5.7 Any payments made to yourNominated Account from the Fundraiser or from your Qardus account will be madeafter deduction of any relevant tax that we or the Fundraiser are required bylaw to deduct. However, regardless of whether we or the Fundraiser withholdtax, please note that it is your responsibility to account for any taxes thatmay be payable to the appropriate authorities.

5.8 You can view details of all facilitiesthat you have made through Qardus, and money in your Qardus account, throughthe Website.

5.9 No interest is payable onmoney held in the Qardus account and no fees are charged in respect ofestablishing the account. Qardus may retain a payment representing interest onthe money held in the Qardus account.

6. ASSIGNING FACILITYPARTICIPATIONS

6.1 If you participate in a facilitythen you should not expect to receive your money back until it becomes dueunder a Financing Agreement, or beyond if there is a significant default by theFundraiser (or one or more SMEs).

6.2 We may, from time to time,offer Financers the right to assign their facility participations to other membersthrough the Website.  If you find amember to pay for the assignment of your participation in the facility, thenyou may sell it through us by following the process set out on our Website (ifany).  The buyer will need to beregistered as a Qardus member and in accordance with these Terms and Conditionswe have complete discretion over whether to accept a membership applicationfrom any buyer.

6.3 If we do agree to facilitatethe assignment of facility participations, we may charge a fee to the assignor and/orassignee for doing so. We will provide details of those fees before anytransfer is undertaken.

6.4 Any payments due to or fromyou in respect of the assignment of participations should be made through yourQardus account in the same way as when you apply to participate in a facility,as set out in clause 4, except that the transaction shall take place betweenyou and another member, rather than with the Fundraiser.

7. FEES

7.1 Details of any fees that wecharge to you, the Fundraiser and to the SMEs in relation to each facility areset out in the Information Memorandum. We do not, typically, charge fees directly to Financers.

7.2 Unless otherwise stated,fees are quoted exclusive of VAT, where applicable.

7.3 You may be subject to othertaxes or costs relating to the facilities that are not imposed by us or paidvia us.

8. ENFORCEMENT OF SME FINANCING TRANSACTIONS

8.1 There is no guarantee that aFundraiser will make all of the payments due under a Financing Agreement (forexample, because one or more SMEs default on their repayment obligations).Consequently, to mitigate that risk the Fundraiser may require directors orshareholders of the SME, or the SME itself, to provide security (e.g. a chargeover property or personal guarantees) in respect of the SME's paymentobligations under the underlying commodity murabaha agreement. Security willnot however be requested in every case and the Fundraiser has absolute discretionas to whether to require security in any given case.

8.2 All costs incurred by us orthe Fundraiser associated with the recovery of sums due under SME financingtransactions (including the costs of third parties we instruct in connectionwith the recovery) will be deducted from any amounts recovered from the SMEs ortheir guarantors. It is possible that the available proceeds will not besufficient to discharge all obligations owed by the Fundraiser to you under theFinancing Agreement. If that is the case, then the Financers shall only beentitled to recover their proportionate share of such recoveries.

8.3 Any proceeds of recoveryfrom an SME will be utilised in the following order:

• First, in payment of the costs of     recovery incurred by any third party we instruct;
     
     
• Second, in payment of our costs of     recovery;
     
     
• Third, in payment of sums representing     amounts owing from the SME to the Fundraiser under the commodity murabaha agreement;
     
     
• Fourth, in payment of our outstanding     fees that are not associated with recovery;
     
     
• Any residual amount will be payable to     the SME.

8.4 You agree that we will inour sole discretion and subject to any regulatory obligations we may owe to Financers,determine whether to pursue any recovery.

9. CANCELLATION AND TERMINATION

9.1 You can cancel yourmembership of Qardus at any time, subject to clause 9.2.

9.2 If you choose to participatein a facility, you will remain a member until your participation in thefacility terminates (including by you assigning it), subject to clause 9.3 and9.4 below.

9.3 We may terminate yourmembership in respect of entering new facilities at any time and for any reason, including but not limited tobreach of these Terms and Conditions, applicable law, mis-use of our Website,account inactivity for a period of 12 months or more or at your request.

9.4 If, at the date oftermination of your Qardus membership for any reason, you are participating ina facility through us, our cancellation of your membership will not affect thecharges we will levy to the Fundraiser or the SMEs and we will continue tomaintain your account in accordance with clause 4.

10. CONFLICTS OF INTEREST

10.1 We receive payment of ourfees from Fundraisers and SMEs.

10.2 The Fundraiser willgenerally be under common ownership with us (e.g. a subsidiary of Qardus).

10.3 Any other conflicts thatare specific to a particular financing opportunity shall be disclosed in therelevant information about the opportunity on our Website.

10.4 You may request a copy ofour full conflicts of interest policy at any time.

11. LIABILITY

11.1 You shall be liable to usfor any loss or damage suffered by us as a result of any breach of these Termsand Conditions or the representations you make as part of any Application youmake through Qardus.

11.2 We shall not be liable toyou for any loss or damage which you may suffer as a result of being a memberof Qardus or using the Qardus services except where such loss or damage arisesfrom our breach of these Terms and Conditions or was caused by our negligence,wilful default or fraud. We are not responsible for any breach of these Termsand Conditions arising from circumstances outside our reasonable control. Ourtotal liability to you in connection with these Terms and Conditions, yourmembership of Qardus and your use of the services provided via the Websiteshall not exceed the amount of money you have paid into a participation givingrise to the liability, subject to clause 11.3 below.

11.3 Nothing in these Terms andConditions shall limit our liability for personal injury or death, fraud, norfor any other liability, the exclusion or limitation of which is not permittedby applicable law or regulation.

11.4 When we makeforward-looking statements, we will base them on reasonable assumptions, but weshall not otherwise be responsible for the achievement or accuracy of suchstatements where they are outside of our control.

12. INTELLECTUAL PROPERTY

12.1 Subject to clause 12.3below, as between you and us, we own all present and future copyright,registered and unregistered trademarks, design rights, unregistered designs,database rights and all other present and future intellectual property rightsand rights in the nature of intellectual property rights existing in or inrelation to the Website.

12.2 If and to the extent thatany such intellectual property rights vest in you by operation of law orotherwise, you agree to do any and all such acts and execute any and all suchdocuments as we may reasonably request in order to assign such intellectualproperty rights back to us.

12.3 You shall retain ownershipof all copyright in data you upload or submit to the Website. You grant us aworld-wide exclusive, royalty-free, non-terminable licence to use, copy,distribute, publish and transmit such data in any manner.

13. AMENDMENTS TO THESE TERMSAND CONDITIONS

13.1 We may need to update oramend these Terms and Conditions from time to time to comply with law or tomeet our changing business requirements. We may make such changes without yourspecific agreement where those updates are, in our reasonable opinion, of animmaterial and routine nature and may not always be able to give you advancednotice of such updates or amendments but we will always post them on ourWebsite so you can view them when you next log in. By continuing to use theQardus service, you agree to be bound by the terms of any such updates andamendments.

13.2 Where we make amendments tothese Terms and Conditions that are adverse to your interests (such as anincrease in, or the introduction of, fees for existing services), we shall, ifpossible, provide you with one month’s notice by email before such amendmentsbecome effective. You shall be entitled to terminate your membership at anytime in accordance with clause 9. If you seek to terminate your membership, butcontinue to participate in a facility through us, the amendments will not applyto the continued participation unless the amendments are required by orreasonably necessary as a result of law or regulation.

14. GENERAL

14.1 These Terms and Conditionsare governed by and to be construed in accordance with English law. In theevent of any matter or dispute arising out of or in connection with these Termsand Condition, you and we shall submit to the non-exclusive jurisdiction of theEnglish courts.

14.2 If any of these Terms andConditions is found to be illegal, invalid or unenforceable by any court ofcompetent jurisdiction, the remainder shall, so far as possible, continue infull force and effect.

14.3 No single or partialexercise, or failure or delay in exercising any right, power or remedy by usshall constitute a waiver by us of, or impair or preclude any further exerciseof, that or any right, power or remedy arising under these Terms and Conditionsor otherwise.

14.4 No person shall have rightsto enforce terms of these Terms and Conditions under the Contracts (Rights ofThird Parties) Act 1999.

15. CONTACTING US

If you have any questions aboutthese Terms and Conditions, or wish to contact us for any other reason, you cancontact us in writing to: Qardus Limited, 3.09a 1 Lyric Square, London,England, W6 0NB, United Kingdom or by email to: contact@qardus.com

 [DB1]Thiscan be based on Appendix 2 (Financing Particulars) of the CMA and will replacethe bond certificates.  Instead of beingcalled Financing Particulars, it will be headed “Contract Note” to tie in withthe description in these T&Cs.

 [DB2]Pleasenote process change

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