Act – the Finance Act 2004 covering pension schemes and defining the rules by which we can operate.

Annual Allowance – the amount set by HMRC that you, your employer and any third party can pay to all your pension(s) each tax year before additional tax charges may apply.

App means the Prosper mobile app through which you can access your Prosper Account.

Application – your application for and any associated information regarding the Prosper Personal Pension.

Authorised Scheme – a UK registered pension scheme or a qualifying recognised pension scheme, such terms as defined in the Act.

Benefit - any payment made from your Prosper Personal Pension to you or person(s) legally entitled to receive such payments.

“Client”, “you” or “your” means any person who opens a Prosper Account(s).

Contribution – a payment by you, an individual on your behalf and/or an employer into your Prosper Personal Pension.

Custodian refers to Approved Custodian Partners who have been appointed by Prosper to retain safe custody of your investments. See our list of third party providers for more information.

FCA means the Financial Conduct Authority, or any successor regulatory body from time to time.

FCA Rules – the FCA’s Handbook of rules and guidance, as amended or replaced from time to time and including, where relevant, any directly applicable EU regulation.

Prosper, “we”, “our” or “us” means Prosper Savings Limited in Sections 1, 2, 3, & 4.

Prosper Account(s) means the account(s) we will open for you enabling you to invest in Investment Products and pay into cash deposit accounts.

Prosper Services means the services we provide to you under the Prosper Agreement.

Investment Products mean the investment products that we have made available to you through your Prosper Account(s).

ISP – the Investment Services Provider (ISP). The ISP is Prosper Savings Limited.

JISA – the Prosper Stocks and Shares Junior Individual Savings Account (JISA).

Lifetime Allowance – was the maximum amount set by HMRC that an individual could save within registered pension schemes in their lifetime without incurring an additional tax charge up until 5 April 2024, after which it was abolished.

Lump sum allowance (LSA) the tax-free cash limit you can get from your pension(s) currently set at £268,275 from 6 April 2024.

Member – a person admitted to membership of the Scheme, having made an Application to do so and who has not thereafter left the Scheme, and Membership should be read accordingly.

Message Hub-   a message centre linked to your Prosper Account, available on the App.

Normal Minimum Pension Age – the earliest age at which tax law normally permits Benefits to be paid to pension scheme members without penalty other than in circumstances of ill health. Currently, it is age 55 and will rise to 57 from 6 April 2028.

Order - means the investment instruction that you enter on the APP that you wish us to place with our Custodian so that they can place with  the relevant fund manager or market so that it can be executed.

Personal Pension  – the personal pension holding Cash and Assets individually for you and for your benefit that enables you to make Contributions to and take Benefits from the Scheme.

Registered Contact – the person who opens the JISA, who will be the “registered contact” for legal purposes and will be responsible for making the investment decisions and managing the account until the child reaches 18 and the JISA converts into an ISA. The registered contact must be a person with parental responsibility for the child holding the account.

Scheme – the registered pension scheme known as the “Seccl Personal Pension” which has been established by the Trust Deed and registered with HMRC in accordance with Chapter 2 of Part 4 of the Finance Act 2004.

Scheme Administrator – Seccl Custody Limited or any successor that maybe appointed from time to time who is the appointed administrator of the Scheme.

The Pensions Regulator – the UK regulator of workplace pensions, which also has certain roles in relation to personal pensions.

Trust Deed – in relation to Seccl Personal Pension, the Trust Deed and rules for the Scheme as may be amended or supplemented from time to time.

Transfer – the transfer of assets to the Scheme from another Authorised Scheme.

Transfer Out – the transfer from us of the value of all or part of your Prosper Personal Pension to another Authorised Scheme.

Trustee - Digital Pension Trustees Limited in its capacity as trustee for the Scheme (a company owned by Seccl).

Unauthorised Payment – a payment which is not authorised under the Act.

Uncrystallised Funds Pension Lump Sum (UFPLS) - allows you to withdraw some or all of your uncrystallised funds as a lump sum. Within the limitations of available lump sum allowance, 25% (or up to the available lump sum allowance if lower) of the UFPLS will be paid tax free, with the balance taxed as pension income at the point of withdrawal.

These terms and conditions (“Terms”) contain important information regarding the services that we provide to you so, for your own benefit and protection, please read these Terms carefully and ensure you understand them before proceeding to use any Prosper Services. If there is anything contained in these Terms that you do not understand, please do not hesitate to get in touch with us. You can email us at support@prosper.co.uk.

Prosper is authorised and regulated by the Financial Conduct Authority, registration number 991710.  Our registered address is at 167-169 Great Portland Street, London, W1W 5PF (Companies House number 11923629).

As with any investment, your capital is at risk. Investment Products, such as UK listed funds (eg Exchange Traded Funds Unit Trusts, OEICs etc) are invested in underlying instruments such as Shares/Stocks and/or bonds, and should be considered as a medium to long-term investment.  There is no guarantee that the value of any investment will increase and as such your capital is at risk and the income derived from them may also fall as well as rise.  Furthermore, Investments made in Investment Products denominated in currencies other than Sterling give rise to foreign exchange rate risk.

The past performance of any investment is not a guide to future performance, and the performance of any Investment Product is dependent on the strategy, the expertise of the Investment Product/Fund Manager responsible and market conditions.

Such Investment Products may be subject to suspensions in valuation, during which time dealing will not be possible. Such suspensions generally occur in exceptional conditions, for instance where the investments of the Fund cannot be accurately valued or during periods of significant market turmoil.

Prosper offers an execution only service. This means that we will not offer you any advice on whether a particular investment or strategy is suitable for your personal circumstances. If you are unsure about whether or not to invest you should speak to an independent financial adviser.

The investment funds that Prosper offers are considered sufficiently simple that we will not assess if they are appropriate or not for you. You need to understand the risks associated with any particular asset before making an investment.

Different investment funds carry different levels of risk. Higher risk funds mean that there is a great chance of the value of the investment both declining and increasing over time. You should make sure you read the Key Investor Information Document for any fund before investing to make sure that you are able to bear the risk of loss associated with that fund.

If you invest through an ISA or SIPP wrapper then you may be able to benefit from certain tax advantages associated with these products. However, you should be aware that these benefits may depend on your personal circumstances and all tax rules are liable to change in the future. If you are unsure how to proceed you should speak to a tax expert.

Prosper is an early stage company which means that there is a greater than normal risk it will cease to trade due to a variety of reasons, including an inability to secure investment funding. While your assets and money are securely held by an FCA Regulated  third party custodian (Seccl Custody Ltd) and further secured up to £85,000 by the FSCS, the failure of Prosper would necessitate transferring your assets to another  Pension Administrator for administration.  As such, the failure of Prosper could result in a delay in your ability to access your investments whilst this was processed.

FSCS protection is not available to cover you in case the value of your investment falls. Your capital is at risk.

Specific risk warnings in respect of each Investment Product you intend to purchase through the Prosper platform will be provided to you separately.

These Terms, together with the information we have provided to you via the App and the Website about our fees and charges, constitute the agreement (the “Prosper Agreement”) between you and us in the provision of our services to you.

To the extent your Investment Products are held through an individual savings account (“ISA”) or a self-invested personal pension (“SIPP”), the provisions in Annexes 3 or 4 will apply in addition to these Terms. Specific terms will also apply to each Investment Product you purchase and these will be made available to you through the App or Website.  A General Investment Account (‘GIA’) is also available without any additional provisions to these Terms.

The Prosper Agreement will come into force when you accept these Terms.  However, we will only start to provide the Prosper Services to you after we have notified you that your Prosper Account(s) has been opened.

If you open a Savings account, Cash ISA, or Prosper Simple Saver, these services will be provided by Bondsmith Savings Ltd or Griffin Bank Ltd and are covered by separate terms and conditions. These can be found in Annexes 1, 2 and 4, Prosper Wallet Terms, Savings Account Terms and Prosper ISA Terms.

You may cancel the Prosper Agreement within 30 calendar days of entering into these Terms without incurring any fees.  Should you decide to cancel, you must notify us by emailing us at support@prosper.co.uk.

Exercising your right to cancel does not necessarily mean that you will receive back the amount that you invested.  If you exercise your right to cancel, you acknowledge that the value of any Investment Product and/or the amount you will get back will be reduced by any fall in value during the cancellation period as well as any applicable transaction costs.

The Prosper Agreement will remain in place until terminated in accordance with these Terms if you do not exercise your right to cancel.

Where you notify us that you wish to cancel the Prosper Agreement, we will arrange to sell any Investment Products purchased.  We will not return any amount to you until we have received cleared funds.

Should you have any complaints in relation to the Prosper Services provided by us then please notify us by email at: support@prosper.co.uk.  We will acknowledge your complaint promptly and arrange for the matter to be investigated in accordance with the FCA Rules and report the results to you.

If you have not received a response to your complaint within 8 weeks from the date you first made the complaint, you may be entitled to refer it directly to the Financial Ombudsman Service (“FOS”).  The address of the FOS is Exchange Tower, London E14 9SR.  You can also telephone the FOS at: 0800 023 4567, or email the FOS at: complaint.info@financial-ombudsman.org.uk. You can find out further information about the FOS on its website: www.financial-ombudsman.org.uk.

Where you suffer a loss which is our fault and where we cease to trade, you may be entitled to make a claim under the Financial Services Compensation Scheme (“FSCS”).  Further information about compensation arrangements is available from the FSCS (www.fscs.org.uk) and on our website (www.prosper.co.uk).  The FSCS does not protect you from losses due to declines in the market value of your investments.

We will treat you as a retail client under the FCA Rules.  As a retail client you will benefit from the greatest level of protection available under the FCA Rules.

Under the FCA Rules, you are entitled to request a different categorisation however this may result in you losing the higher degree of regulatory protections afforded to you under your current categorisation.  We are not obliged to grant such a request.

This section sets out the terms and conditions with regards to the operation of your Prosper Account(s).

We will at all times provide the Prosper Services to you in accordance with these Terms, all applicable laws and FCA Rules.

There is a minimum commitment and a minimum recurring contribution required for each Investment Product detailed in the App and the Website (www.prosper.co.uk).  You must have the required funds to purchase an Investment Product in your Prosper Account(s).  By investing in an Investment Product you consent to the processing and disclosure of your personal information in accordance with these Terms (see Annex 6: Privacy Policy).

All monies received in respect of your Investment Products will be held in Seccl Custody Limited’s client bank account (Lloyds) until the order is executed.  Your order to purchase an Investment Product may be aggregated with other clients’ orders if we reasonably believe that this will not be to your disadvantage.  However, the effect of aggregation may operate on some occasions to your disadvantage.

By placing orders you agree that you will:

• not take part in activity which may be considered market abuse or encourage others to do so;
• take legal advice where you are uncertain as to whether your orders or proposed orders are lawful.

You are responsible for:

• the accuracy of your instructions to place an order and you will not be able to cancel or amend an order after you have submitted your instructions;
• having a sufficient balance on your Prosper Account(s) to execute any order that you place together with any related charges;
• notifying us if you receive confirmation of an order which you did not place, or which has not been completed in accordance with your instructions.

Prosper is an investment service that is intended for longer term investments, this means that Prosper is not appropriate for short-term or excessive trading of investments. We monitor trading levels and may refuse Orders at our discretion based on your trading history or if we consider that your Order may be disruptive to other customers.

You acknowledge that we must take appropriate action where there is reason to suspect market abuse.  In such circumstances, we may take any action we deem appropriate, which may include but is not limited to refusing to act on your instructions.

Additionally, we may:

• refuse to arrange for an order to be executed (but we will act reasonably in so doing and notify you (if possible) of the reason);
• may cancel any orders if required to do so by the terms of any agreement to which we are a party. Where this happens, we would notify you as soon as possible.

Reports and documentation for the Investment Products are available via the App and Website as are electronic copies of your statements detailing your Investment Products.

Where you instruct us to disinvest any of your Investment Products, we will continue to act upon all other orders that you provide to us (via the App or Website), including the collection of Direct Debits.

We are obliged to make public any client limit order in respect of shares admitted to trading on a regulated market which is not immediately executed unless you instruct otherwise.

Value added tax and all other applicable taxes will be levied on all appropriate expenses and fees at the prevailing rate.

Details of our fees for providing the Prosper Services are available here and will be provided to you before you enter into these Terms.

You authorise us to deduct the fees, charges, costs and any liabilities owed to us from your Prosper Account(s) in accordance with all applicable laws and the FCA Rules. Such liabilities may include where:

1. we become liable to pay any tax or levies imposed on your Investment Product(s) or on any contribution paid by you; or
2. we become liable to make any other payment to the UK Government or any governmental agency or regulatory organisation, to the extent directly or indirectly attributable to your Investment Product(s).

If we fail to deduct, or credit, your Prosper Account(s) on a specific date, or if an Investment Product has been credited in error, we may correct such failure or error by any means we reasonably consider necessary.

If the cash balance on your Prosper Account(s) is insufficient to cover any fees, costs or liabilities in full, you irrevocably authorise us to instruct the Custodian to sell Investment Products without liability to generate a sufficient cash balance to pay the amounts due.  We are entitled to direct the disposal of Prosper Personal Pension assets as a portion of the largest holding if the amount remains unpaid after 30 days.  In the unlikely event that there are two different holdings of identical value, we will sell holding that would be listed earlier in alphabetical order.

If for any reason the value of your investments is insufficient to meet any such fees, charges, expenses or tax payable, you agree to pay us on demand the amount of any such shortfall.

We will do our best to ensure that the App and Website is available to you, but we cannot guarantee that you will always be able to access your Prosper Account(s).  There may be occasions when we suspend the Prosper Services or access to your Prosper Account(s), such as for technical issues, maintenance, regulatory reasons, in periods of extreme trading activity or if the services of a partner we rely on to provide the Prosper Services are unavailable for a period.  If this happens, and if we are permitted to do so in accordance with applicable law, we will do our best to contact you to let you know what you should do.  You can also contact us by email at: support@prosper.co.uk.

We will provide the Prosper Services to you being the setup and operation of your Prosper Account(s) including the following:

1. the provision of the App or, in the unlikely event that the App is not available, such alternative means as we may specify from time to time to allow:
   1. you to open your Prosper Account(s), purchase Investment Products and manage your selected investments;
   2. us to receive your instructions to arrange for the Custodian to execute transactions in Investment Products that you purchase through your Prosper Account;
2. the provision of information about your Prosper Account(s) and Investment Product(s) (including the value of your portfolio).

1. If you have registered for lifetime allowance protection, you could lose this if you or your employer make contributions.
2. If you hold enhanced protection or any of the types of fixed protection this will be lost if a contribution is paid. Primary protection and individual protection will not be lost if a contribution is paid.
3. We accept payments from UK bank accounts which you are authorised to use, by direct debit or bank transfer. We will make external payments to and accept payments from the bank account stated in your Prosper Account (your “Nominated Bank Account”).
4. When you make a payment by direct debit, your payment will be processed by an authorised third party service provider. These payments typically take 3 business days to reach the Custodian (with a maximum of 7 business days), during which time the money is held by the relevant third party service provider in an account protected by the relevant regulations.
5. You are able to link your Nominated Bank Account and fund your account directly from the App using Open Banking. Your Nominated Bank Account must be in your name and be the same bank account as recorded in our database. Note
   1. We use a recognised Open Banking tool to link your Nominated Bank Account to your Prosper Account(s) and to initiate payments from your Nominated Bank Account.
   2. When you link an account or initiate a payment via Open Banking, you will be redirected to your bank in order to authenticate yourself. When you link an account or instruct a payment via our App using the Open Banking Tool, the Open Banking Tool terms of service (“Terms of Service") will apply.
   3. If you wish to change your Nominated Bank Account you will be able to do so but any outstanding payments will need to be made.
   4. The Terms of Service set out the terms on which you agree to the Open Banking Tool initiating payments from your payment account and accessing information on your payment accounts for the purposes of transmitting that information to the Open Banking Tool. The Open Banking Tool is subject to UK data protection laws and is required to treat your data in accordance with those laws, as well as the Terms of Service and the Open Banking Tool’s Privacy Policy. The recognised Open Banking Tool is authorised by the UK Financial Conduct Authority under the Payment Services Regulations 2017 to provide account information services and payment initiation services.
   5. Once a transfer order has been sent, you will not be able to change the amount nor cancel it. Your transfer order will be processed as soon as reasonably possible. You will not be able to remove money from your Prosper Account(s) balance if this will result in your Prosper Account(s) balance having insufficient funds to pay any outstanding charges.
6. We are obliged to comply with the UK’s money laundering regulations. To do that, we may need to ask for proof that a payment received by Prosper has originated from your Nominated Bank Account. We may also ask for evidence that your wealth is from a legitimate identifiable source. You agree to comply with our reasonable requests for these purposes.

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If you instruct a transfer the following rules apply:

I authorise and instruct you to transfer sums and assets from the plan(s), directly to the Seccl Personal Pension Plan and to provide any instructions and/or discharge required by any relevant third party to do so.

I accept that in order to comply with regulatory obligations, Seccl Custody Limited and the current provider(s) may need to verify my identity and residential address and may use credit reference agency searches and ask for my documents to verify my identity and address.

Until this application is accepted and complete, Seccl Custody Limited's responsibility is limited to the return of total payment(s) to the current provider(s).

When payment is made to Seccl Custody Limited as instructed, this means that I shall no longer be entitled to receive pension benefits from the whole of the plan(s) listed where the whole of the plan(s) is transferring, or that part of the plan(s) represented by the payment(s) if only part of the plan(s) is transferring.

I have read the information provided or made available to me by the current provider in connection with this transfer.

I accept responsibility in respect of any claims, losses, expenses, additional tax charges or any penalties that Seccl Custody Limited and the current provider(s) may incur as a result of any incorrect, untrue, or misleading information in this application or given to me, or on my behalf, or of any failure on my part to comply with any aspect of this application.

I authorise Seccl Custody Limited, the current provider, any contributing Employer and any Financial Adviser named in this application to obtain from each other, and release to each other, any information that may be required to enable the transfer of sums and assets to Seccl Custody Limited.

I accept that the benefits to be provided by the Seccl Personal Pension Plan may be in a different form and of a different amount from those which would have been payable by the current provider, and there is no statutory requirement on the Seccl Personal Pension Plan to provide for survivor's benefits out of the transfer payment.

understand that where any benefits being transferred are in capped drawdown they will only be accepted on the basis that they will be immediately converted to flexi-access drawdown. I also understand that if I draw any income via flexi-access drawdown I will become subject to the Money Purchase Annual Allowance, if I am not already subject to it. I hereby instruct that any capped drawdown benefits are converted to flexi-access drawdown upon receipt.

1. You are able to self-select and invest in a number of Investment Products.
2. Prosper does not provide financial advice and we will never make recommendations based on your individual circumstances. If you are not sure whether the Prosper Account(s), the Prosper Services, or the Investment Products are suitable for you then we recommend that you seek advice from a qualified financial adviser.
3. Prosper will not check that any investment you make is appropriate for you or your circumstances and therefore you will not benefit from the protection of the FCA Rules on assessing appropriateness.
4. Prior to making any decision to invest you must read the relevant documentation such as the “Key Investor Information Document” or prospectus pertaining to the relevant Investment Product. Such documents contain important information of which you should be aware and will be available via the App or Website, in addition to the relevant issuer’s website for relevant documentation.
5. We will not provide and are not responsible for providing you with any financial, investment, legal, regulatory or tax advice. Tax treatment depends on individual circumstances of each client and may be subject to change in the future. Other taxes or costs may exist that are not paid via or imposed by us.

1. In addition to the Terms set out here, you acknowledge and confirm your continuing agreement to our Privacy Policy. If there are any terms contained in the Privacy Policy that are inconsistent with or conflict with the terms, conditions and provisions set out in these Terms then, the relevant term, condition or provision set out in these Terms shall take precedence.
2. Prosper will provide you with secure access to your Prosper Account(s). You must not disclose your Security Details to anyone else. Please note:
   1. we will never ask for your password;
   2. you should not respond to any unsolicited emails which ask you to enter your password or personal information, even if they appear to be from us. We will never send emails of this type unless specifically requested by you to do so.
3. It is your responsibility to keep your details safe and confidential and you must notify Prosper immediately if you think that somebody else may know these details and/or may have unauthorised access to your Account.
4. You are responsible for monitoring your Prosper Account(s) and also for any activity made through your Prosper Account(s). You must ensure that you read all messages that have been sent to you (whether through the in-App secure notification centre, via the email address you have provided to us, or via any other means as agreed between us and you) and you must inform us if there is something wrong on your Prosper Account(s) as soon as reasonably possible.
5. You must not take any action that could compromise the security or effective working of the Prosper Services. Any such action will be considered a breach of these Terms.
6. You may download or print information and documents that we provide to you strictly for personal use provided that you keep intact all copyright and proprietary notices, but you must not otherwise reproduce or distribute any material without our consent.
7. You acknowledge and agree that all intellectual property rights in the App and Website, all documents and related technology belong to us or our licensors - you have no rights in or to the App, the Website, the documents and related technology other than the right to use each of them in accordance with these Terms and the Privacy Policy.

1. We are required to verify your identity in accordance with UK anti-money laundering legislation. By opening an Account you agree to allow us to perform these checks using third party specialist services to do this acknowledging that this will involve us transmitting your personal information to such third parties and potentially carrying out credit checks which may affect your credit score.
2. To open and maintain a Prosper Account, you must :
   1. be aged 18 or over; and
   2. be resident in the UK for tax purposes, save as provided in Annex 4, Part 3 in respect of the Prosper JISA
3. You must notify us immediately if any of the above conditions are no longer correct.
4. Investing may be subject to certain minimums, and other restrictions prescribed in the specific terms relevant for each Investment Product.
5. Any promotional offers will have their own set of terms and conditions, but to the extent there is a discrepancy with these Terms and the terms and conditions of any promotional offers, these Terms will take precedence. We may cancel, amend or change any promotional offer at any time at our discretion.

1. We will normally communicate with you via the App and email and by entering into these Terms you consent to this means of communication, including when we are required to give you written notice. All communications in relation to the Prosper Services provided under these Terms, including any documents we may provide to you, will be in English. We may also communicate with you when appropriate by telephone and SMS text message.
2. It is your responsibility to ensure that all of your contact information on our systems is up to date. In particular, you must ensure we have a current and valid email address for you so that we can notify you when important documents are delivered to you via the App.
3. Prosper cannot guarantee that electronic communications will be successfully delivered, or that they will be secure and virus free. Other than where we have been negligent or where we have breached applicable law or the FCA Rules, we will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an email being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our control.
4. Each time we carry out an investment transaction for you, we will provide you with confirmation and the essential information concerning that order (known as a contract note). Reports and contract notes will be provided to you in accordance with the FCA Rules. You agree and consent to electronic delivery of these and all other information required to be provided to you under these Terms.
5. We will provide you with quarterly valuation reports (as per the calendar year) and an annual valuation report (after the tax year), outlining valuations, cost and charges.
6. Daily valuations of your Investment Products held through your Prosper Accounts are available to you via the App and/or the Website.
7. We may monitor and record conversations that we have with you for training purposes and quality control, for crime prevention, to ensure we carry out your instructions accurately and to provide a record of our discussions with you. Recordings will be stored for a period required by law, the FCA Rules or for as long as we consider necessary to be able to provide the Prosper Services to you. In the event of a disagreement between you and us, a copy of our records can be made available to you on request.

1. You can use the App or Website to identify and select an Investment Product which you want to purchase and instruct us to transmit an order to purchase the relevant Investment Product on your behalf. We are responsible for arranging the execution of any order we receive from you via the App or Website with the Custodian.
2. You acknowledge and agree that all instructions and authorisations given by you in relation to the Investment Products (including orders) must be sent only by you or a recognised nominated person within your Prosper account (i.e. with Power of Attorney).
3. You understand that, in certain circumstances, we may generally restrict or suspend your access and use of the App or Website. In particular, you should note that we may take action where:
   1. we reasonably believe that the security of your Prosper Account(s) has been compromised; and/or
   2. it is illegal or against any applicable rule or regulation for instructions to be sent to the provider of the Investment Product.
4. You acknowledge and agree that all instructions are effective when they are received by us. We will use all reasonable endeavours to ensure an order is completed as accurate and timely as possible.
5. When receiving orders to buy and/or sell your Investment Products, these will be executed in accordance with the Custodian’s Order Execution Policy (https://seccl.tech/order-execution/) contained in Annex 5 which you consent to by entering into these Terms.
6. A delay may occur in transmitting or receiving an order due to factors outside of our reasonable control (including, without limitation, where the App or Website, a partner or a third party on which we rely for certain services are unavailable). In such circumstances, please contact support@prosper.co.uk.

Withdrawing cash to your Nominated Bank Account (a “Permitted Cash Withdrawal”) can be made by providing your instruction via the App or Website and providing you have a sufficient cash balance in your Prosper Account(s).  Should you need to sell an Investment Product in order to facilitate a Permitted Cash Withdrawal, you should note that the process of selling investments will take some time, depending on the settlement dates of those transactions.  If you hold your Investment Products in a Prosper Personal Pension or Prosper ISA or Prosper JISA, different terms on permitted withdrawals will apply (please refer to the Annexes for specific terms applying to the Prosper Personal Pension, Prosper ISA and Prosper JISA).

Prosper is determined to treat our customers fairly at all times. We have a policy in place to ensure that we identify and handle conflicts fairly to ensure that our customers are treated with honesty and integrity at all times. A conflict of interest is where the interests of our business conflict with those of a customer, or if there is a conflict between customers of the business. Once identified, we aim to either prevent the conflict or put steps in place to manage it so that it is no longer potentially detrimental to our customers. We have processes in place to ensure we conduct our business lawfully, with integrity, and in line with current legislation. We operate in line with our conflicts of interest policy, available on request or on our website, which details the types of conflicts of interest that affect our business and how we aim to prevent or manage these. Where we cannot prevent or manage a conflict which may be detrimental to you, we will fully disclose it to you in line with our policy.

1. We will exercise reasonable skill, care and diligence in the assessment and appointment of the Custodians and of other third parties with whom we deal. We accept responsibility for any losses, damages or costs suffered or incurred by you to the extent these are directly caused by our negligence, wilful default or fraud in the assessment, selection, or appointment of such persons. We will not be responsible in any other circumstance for the acts or omissions of any such third parties.
2. We are not responsible for any losses you suffer in relation to the Prosper Services that we provide, unless these losses arise directly because:
   1. we are negligent, fraudulent, in wilful default or knowingly or recklessly fail to comply with these Terms or fail to comply with applicable laws or the FCA Rules;
   2. we fail to perform our services with reasonable care and skill; or
   3. of personal injury or death caused by our negligence.
3. We will not be liable for any failure to perform the Prosper Services that is caused for reasons beyond our reasonable control, unless such events occur due to our own fault or we do not take reasonable steps to mitigate their impact on us. This includes but is not limited to changes in market conditions, market fluctuation, currency fluctuation, computer failure beyond our reasonable control, interruptions in supplier services, an inability to communicate with you, industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks. In any of these (or other similar) circumstances any or all of our obligations will be suspended until the state of affairs giving rise to our failure is remedied. We will notify you as soon as possible if such circumstances arise as well as when the state of affairs has been remedied.
4. We do not accept responsibility for any loss, damages or costs you may incur as a result of any action that we are required to take under applicable laws and regulations, and/or at the direction of a relevant regulatory body, such as the FCA.
5. We will not be liable under these Terms to any third party whom you have authorised or permitted to operate your Prosper Account.
6. No provision of the Prosper Agreement will restrict, qualify or exclude any duty owed to you under applicable laws or FCA Rules relating to the provision of the Prosper Services.

1. From time to time we may need to vary or add to the Prosper Agreement. This may include varying the amount and scale of our fees and charges. We may do this by providing you with one month’s notice of any such changes by email (subject to any legal or regulatory reason why we cannot do so). We may do this for reasons including:
   1. to make it fairer to you or more easily understandable, or to correct a mistake (provided that the correction will not adversely affect you);
   2. responding to changes in regulatory requirements or to comply with any other applicable law or regulation;
   3. to reflect new industry guidance and codes of practice;
   4. reflecting changes in market practice or conditions;
   5. reflecting legitimate cost increases or reductions, an improvement or change in the way we provide the Prosper Services or changes to arrangements with any of our service providers.
2. Minor drafting changes made under sub-clause (a) above may be implemented immediately.
3. You shall be deemed to have consented to such changes if you do not notify us to the contrary by the date specified in our notice. If you are unhappy with the intended changes, you may terminate the Prosper Agreement at any time and without penalty in accordance with these Terms.

1. You may terminate the Prosper Agreement at any time via the App, Website or by email. Your right to terminate is subject to the settlement of all outstanding transactions, fees and charges as set out in the App, including any charges levied by third parties as a result of terminating the Prosper Agreement. We will close your Prosper Account(s) as soon as practicable after receiving your notice to terminate the Prosper Agreement.
2. We may terminate the Prosper Agreement at any time by giving you 30 days’ prior notice subject to the settlement of all outstanding transactions.
3. We may terminate the Prosper Agreement immediately and freeze your Prosper Account(s) without giving you advance notice if we reasonably believe that:
   1. you have breached any of the terms of the Prosper Agreement;
   2. you have provided us with false or misleading information;
   3. you are using your Prosper Account(s) illegally or for criminal activity;
   4. you have failed to pay any outstanding amounts owed to us;
   5. you have become bankrupt, insolvent or you are unable to pay your debts as they fall due;
   6. providing you with the Prosper Services exposes us to action or censure from any government, regulator or law enforcement agency.
4. We will notify you promptly after terminating the Prosper Agreement without advanced notice. However, we may not advise you of the reason for termination and freezing your Prosper Account where we are prevented from doing so for regulatory or legal reasons.
5. Upon termination (for any reason), we will sell your assets and transfer your cash, or transfer your assets and cash, as you reasonably request. If you make no reasonable request, we may, at our discretion, take steps to realise your assets and to transfer your cash to you or take advice from HMRC as to the appropriate steps in the circumstances. We reserve the right to withhold any cash that may have been rewarded to you as part of a promotional offer.
6. You must pay all charges or fees due up to the date of termination. Termination shall not affect the completion of transactions already initiated by us on your behalf.

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term under these Terms, other than our agents and nominees.

We may appoint any person to advise on or perform any of our functions or responsibilities under these Terms. We may transfer the Prosper Agreement in whole or in part to any person that we determine is appropriately authorised and capable of performing the Prosper Services to at least the same standard and if your rights are not prejudiced by the transfer. We will provide you with 30 days’ notice of any transfer (where reasonably practical) during which time you may notify us to terminate the Prosper Agreement without charge in accordance with these Terms.

You cannot transfer your rights or obligations under the Prosper Agreement.

If any provision of the Prosper Agreement is or becomes invalid or unenforceable, the relevant provision will be treated as if it were not in the Prosper Agreement, and the remaining provisions will still be valid and enforceable.

These Terms, and any dispute or claim arising out of or relating to these Terms or their formation (including any non-contractual disputes or claims) shall be governed by and construed in accordance with English law and you agree to submit to the exclusive jurisdiction of the English Courts.

Prosper has entered into an agreement with Seccl Custody Limited (“Seccl”), on behalf of ourselves and each of our clients whereby Seccl has agreed to provide safe custody, dealing, clearing, settlement and associated services for our clients who are subject to these Terms. Seccl is authorised and regulated by the UK Financial Conduct Authority under FRN: 793200.  Seccls’ registered office is 20 Manvers Street, Bath, BA1 1JW and their Company Registration number is 10430958.

The current terms and conditions of this Custody arrangement and how they apply to Prosper clients is set out in this section.

In the event of any conflict between the Custody Terms and the other sections of the Prosper Agreement, the Custody Terms will take precedence.

This Annex forms part of the Prosper Terms and Conditions (“Terms”). Capitalised terms have the meaning given in the Terms unless defined otherwise in this Annex. In this Annex, “Prosper”, “we”, “us” and “our” mean Prosper Savings Limited, and “Griffin” means Griffin Bank Limited.

1. What the Prosper Wallet is

1.1 The Prosper Wallet (“Wallet”) is a sterling deposit account provided by Griffin. It is used to hold money you pay on to the Prosper platform before you move it into a Prosper product, and to receive money you take out of a Prosper product before it is paid back to your Nominated Bank Account.

1.2 Griffin Bank Limited is a company registered in England and Wales (No. 10842931), authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority (Firm Reference Number 970920). Griffin is the bank that provides your Wallet and holds the money in it.

1.3 Prosper operates the App through which you open, view and give instructions on your Wallet. Prosper introduces you to Griffin and administers your Wallet on your behalf. Prosper is not a bank, does not accept deposits and does not provide payment services itself.

2. Who holds your money

2.1 All money in your Wallet is held by Griffin as a deposit for you. Griffin owes that money to you, and you are entitled to it at all times, subject only to these Terms and to applicable law.

2.2 Prosper never takes title to, holds, or has any beneficial interest in money in your Wallet. Money in your Wallet is not held by Prosper, is not recorded on Prosper’s balance sheet, and is not available to Prosper or to Prosper’s creditors in any circumstances, including if Prosper were to cease trading. Prosper’s role is limited to passing your instructions to Griffin and showing you information about your Wallet in the App.

2.3 Your Wallet is a deposit account opened with Griffin in your name.

2.4 Because your money is held by Griffin, it is eligible for protection under the Financial Services Compensation Scheme (“FSCS”), subject to you being an eligible depositor. The FSCS limit applies per person, per authorised bank, across all eligible deposits you hold with Griffin, including your Wallet, your Prosper Simple Saver and your Prosper Cash ISA. Details of the current limit are at www.fscs.org.uk.

3. Opening your Wallet

3.1 Your Wallet is opened when your Prosper Account is opened, once Prosper has completed the identity and anti-money-laundering checks described in Section 2 and Griffin has confirmed that its eligibility criteria are met. To hold a Wallet you must be aged 18 or over and resident in the UK.

3.2 Griffin may decline to open, or may decide to close, a Wallet where you do not meet its eligibility criteria or fall outside its risk appetite. Where it does so, any money you have paid in will be returned to your Nominated Bank Account.

4. Paying money in

4.1 You can pay money into your Wallet from your Nominated Bank Account by bank transfer using the Faster Payments Service (“FPS”) or by using the Open Banking payment functionality in the App. Your Nominated Bank Account must be a UK account in your own name.

4.2 Your Wallet can only hold pounds sterling. Payments in foreign currencies, cash, cheques or banker’s drafts cannot be accepted.

4.3 A payment received into your Wallet will normally be available to you almost immediately, although in some cases it can take up to two hours or longer where Griffin needs to carry out verification checks. Griffin may reject a payment, or hold it while checks are carried out, where it is unable to identify the payer, where the payment does not appear to come from your Nominated Bank Account, or where it is required to do so by law.

5. Paying money out

5.1 You can instruct payments out of your Wallet through the App only, either to your Nominated Bank Account or into a Prosper product. Payments to any other payee are not permitted.

5.2 Payments out of your Wallet are made by FPS in pounds sterling. Direct debits, standing orders, CHAPS, BACS, international payments, card payments and cash withdrawals are not available from your Wallet.

5.3 Before a first payment to a new payee, Griffin will carry out a Confirmation of Payee check against the payee’s bank. You will be asked to confirm in the App that you wish to proceed. A payment cannot be made until you have done so.

5.4 Once you have confirmed a payment instruction in the App it is received by Griffin immediately and cannot be changed or cancelled. FPS payments are normally received by the recipient’s bank within two hours, and often almost immediately, at any time of day on any day of the year.

5.5 You must have enough money in your Wallet to cover a payment in full. Your Wallet cannot go overdrawn and neither Griffin nor Prosper provides any credit or overdraft facility on it. A payment instruction that would exceed your available balance will be refused.

5.6 Griffin may suspend, delay or refuse a payment instruction where there are insufficient funds; where it has reasonable grounds to suspect fraud, unauthorised use or other suspicious activity; where it is carrying out transaction screening; where the payee details are incorrect or incomplete; where a system or service outage prevents it; or where processing the payment would breach a sanction, embargo or other legal requirement. Unless the law prevents it, you will be told through the App when a payment cannot be made.

6. Interest and charges

6.1 Griffin does not pay interest on money held in your Wallet.

6.2 Any charges for making payments from your Wallet are set out on the Prosper Account Charges page on our website, together with information on how you will be told if they change.

6.3 Prosper receives an introduction and servicing fee from Griffin for introducing customers to Griffin and administering Wallets. This fee is paid by Griffin out of its own resources and is not deducted from your Wallet balance.

7. Unauthorised, incorrect and mistaken payments

7.1 You must tell us immediately at support@prosper.co.uk if you know or suspect that a payment has been made from your Wallet that you did not authorise, that a payment has been made incorrectly, or that your Security Credentials have been lost, stolen or used by someone else.

7.2 Where a payment from your Wallet was not authorised by you, Griffin will refund the amount to your Wallet as soon as practicable and no later than the end of the next Business Day after being notified, provided that you notify us no later than 13 months after the date of the payment. A refund will not be made where you have acted fraudulently, or where you have deliberately or with gross negligence failed to keep your Security Credentials safe or to comply with these Terms. Where you were liable for an unauthorised payment made using lost or stolen Security Credentials before you told us, your liability is limited to the maximum permitted by the Payment Services Regulations 2017 [currently £35], and to nothing once you have told us.

7.3 Where a payment you authorised was not executed, or was executed incorrectly, Griffin will refund the amount to your Wallet without undue delay unless it can show that the payee’s bank received the payment correctly, and will on request make immediate efforts to trace the payment and tell you the outcome.

7.4 If you send a payment to the wrong account details by mistake, tell us immediately. Griffin will make reasonable efforts to recover the money under the industry credit payment recovery process, but a payment sent to an incorrect account by FPS cannot be recalled and recovery cannot be guaranteed. Where recovery is not possible, Griffin will, on your written request, give you the information it holds that is relevant to your recovering the money.

8. Keeping your Wallet secure

8.1 You must keep your Security Credentials confidential and take all reasonable steps to ensure they cannot be used by anyone else. “Security Credentials” means any PIN, password, passcode, biometric, security question or other security detail or procedure you use to access your Prosper Account or Wallet.

8.2 You must not allow anyone else to access or use your Wallet. Instructions given using your Security Credentials will be treated as given by you unless you have told us they have been compromised.

9. Suspension and closure

9.1 Griffin or Prosper may suspend or restrict your Wallet, or refuse to act on an instruction, where there are reasonable grounds to suspect unauthorised or fraudulent use or other financial crime; where required to do so by law, a court or a regulator; where you have seriously or persistently breached these Terms; where the information we hold about you is incorrect or you have not provided information reasonably requested for legal or regulatory purposes; where there is a dispute over your entitlement to money in the Wallet; or where you are no longer eligible for a Prosper Account. Unless the law prevents it, you will be told of a suspension and the reason for it, and the suspension will be lifted as soon as the reason for it no longer applies.

9.2 You may close your Wallet at any time by closing your Prosper Account in accordance with Section 3. Your Wallet cannot be closed while you hold other Prosper products that use it.

9.3 Griffin or Prosper may close your Wallet by giving you at least two months’ notice through the App or by email. Your Wallet may be closed without notice where you have used it in breach of these Terms or for an unlawful purpose, where fraud is reasonably suspected, or where the law requires it. A Wallet that has had no transactions for 25 consecutive months may be closed on notice.

9.4 When your Wallet is closed, any remaining balance will be paid to your Nominated Bank Account. If a payment to your Nominated Bank Account cannot be made, the balance will continue to be held by Griffin for you until you provide alternative account details in your own name.

10. If the arrangement between Prosper and Griffin ends

10.1 If the agreement between Prosper and Griffin ends, or an exit plan under that agreement is initiated, you will be told what will happen to your Wallet. Your money will continue to be held by Griffin for you until it is either returned to your Nominated Bank Account or, with your agreement, transferred to another authorised UK bank. Prosper will not at any stage receive or hold your money as part of this process. Your entitlement to the full amount of your money is not affected.

11. Your right to cancel

11.1 You may cancel your Wallet without charge within 14 calendar days of it being opened by telling us at support@prosper.co.uk. Any balance will be returned to your Nominated Bank Account.

12. Complaints

12.1 If you have a complaint about your Wallet, please contact Prosper first at support@prosper.co.uk. Prosper will handle your complaint in accordance with the FCA Rules and will involve Griffin where the complaint relates to services Griffin provides. If you are not satisfied with the response, or eight weeks have passed since you complained, you may refer your complaint to the Financial Ombudsman Service, Exchange Tower, London E14 9SR (telephone 0800 023 4567; complaint.info@financial-ombudsman.org.uk; www.financial-ombudsman.org.uk).

13. Liability

13.1 Nothing in this Annex excludes or limits any liability that cannot be excluded or limited by law, including liability for death or personal injury caused by negligence, for fraud, or for refunds required under the Payment Services Regulations 2017.

13.2 Subject to clause 13.1, neither Griffin nor Prosper is liable for losses that were not foreseeable when these Terms were entered into, for losses not caused by a breach on its part, for business losses, or for any failure or delay caused by abnormal and unforeseeable circumstances beyond its reasonable control (including failures of payment systems or telecommunications networks) the consequences of which could not have been avoided despite all efforts to the contrary.

This Savings Account Annex (“Annex”) forms part of the Prosper Terms and Conditions (“Terms”). Capitalised terms have the meaning given in the Terms unless defined otherwise in this Annex.

Part 1 – Terms applying to the Prosper Simple Saver (provided by Griffin Bank Ltd and managed by Prosper

The Prosper Simple Saver is managed by Prosper and provided by Griffin Bank Limited. This means the money deposited is held by Griffin Bank Limited. Griffin Bank Limited (“Griffin”) is a company registered in England and Wales (No. 10842931), authorised by the Prudential Regulation Authority (PRA) and regulated by the PRA and the Financial Conduct Authority (FCA). Griffin’s Financial Services registration number is 970920.

These Terms set out how Griffin provide, and Prosper manage, your Prosper Easy Simple Saver which is a deposit account opened with Griffin that that allows you to access the funds while earning interest on the funds held in the account, subject to any applicable withdrawal limits and notice periods as determined and updated by us from time to time.‍

1. Using a Prosper Simple Saver

When using this Prosper Simple Saver, you shall:

1. comply with these Terms and the General Terms and Conditions at all times; and
2. only use the Prosper Simple Saver for lawful purposes and must not use the Prosper Simple Saver in any way that breaches any applicable local, national or international law or regulation (including applicable Data Protection Laws) or in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

2. Financial Services Compensation Scheme

1. You can make a withdrawal via the Prosper app from your Prosper Simple Saver to your Prosper Wallet. From your Prosper Wallet you can withdraw the fund to your nominated bank account or deposit the funds into a Prosper product.
2. The current withdrawals schedule is:
   

3. Payments into your Prosper Simple Saver

You may make a deposit into your Prosper Simple Saver through the Prosper app by first transferring funds from your nominated bank account into your Prosper Wallet, and subsequently transferring those funds from your Prosper Wallet into your Prosper Simple Saver. Please note that minimum and maximum deposit limits may apply to the Savings Account; these limits are set out in the relevant Summary Box.
‍

4. Withdrawals from your Prosper Simple Saver

1. You can make a withdrawal via the Prosper app from your Prosper Simple Saver to your Prosper Wallet. From your Prosper Wallet you can withdraw the fund to your nominated bank account or deposit the funds into a Prosper product.
2. The current withdrawals schedule is:

Part 2 – Terms applying to all other Savings Accounts (excluding Prosper Simple Saver) (managed by Bondsmith)

Our Savings accounts are managed by a company called Bondsmith Savings Ltd. These are the terms and conditions for opening and managing a savings account provided through their services:

1. Introduction
   1. These End User Terms and Conditions (“Terms and Conditions”) are the conditions on which Bondsmith Savings Ltd (“Bondsmith”) and Bondsmith Savings Nominees Ltd (“BSNL”) (together “we”, “us” or “our”) provide end users (“you” or “your”) of our Services.
   2. Bondsmith Savings Ltd (company registration number 11524247) has its head office at 124-128 City Road, London, EC1V 2NJ, United Kingdom.
   3. Bondsmith Savings Nominees Ltd (company registration number 13480386) has its head office at 124-128 City Road, London, EC1V 2NJ, United Kingdom.
   4. These Terms and Conditions describe the terms and conditions that apply to your use of the Services.
   5. You may not access or use the Services unless you agree to comply with the terms and conditions that apply to the Services. You should therefore read these Terms and Conditions carefully and make sure you understand them. If you do not understand any of the Terms and Conditions, please contact us before using the Services by Prosper.
   6. The Terms and Conditions apply from the point you apply to use our Services and, by applying and using the Services, you agree to be bound by these Terms and Conditions and acknowledge that they create legal, valid and binding obligations on you that are enforceable by us. The Terms and Conditions will continue until they are cancelled or end in line with the provisions set out below.
   7. These Terms and Conditions apply in addition to any terms and conditions you may have with a Platform Operator through which you access the Services. We have no responsibility for the products and services provided to you by or through this party and will not be liable to you for any harm, damage or loss arising from your use of the products and services provided by or through them.
   8. You may view an up-to-date copy of these Terms and Conditions at any time as from the Prosper Platform, and you can contact us at support@prosper.co.uk to request a paper copy at any time.
2. Eligibility and Onboarding
   1. You can only use the Services if:
      1. you are 18 or over;
      2. you are a resident in and using our Services from the UK;
      3. we are able to adequately verify your identity;
      4. you hold a current account in your own name with a bank or building society in the UK;
      5. you agree to comply with all laws and regulations applicable to your use of the Services; and
      6. you provide us with all the information that we may reasonably request in order to provide our Services to you, and this information is accurate, complete and truthful. This may include documents and other information that we need to verify your identity, to carry out financial crime checks and
      7. you are not a Tax Resident of the United States.
         

We may request further information from you at any stage if we need this in order to comply with our legal obligations or to provide our Services to you. If you do not supply any information that we request promptly, we may not be able to provide the Services to you.

1. You are obliged to keep the information set out in clause 2.1 up to date shortly following any changes, and should you not meet these requirements we reserve the right to suspend the Services to you in line with the termination provisions set out in clause 10.
2. You acknowledge that we have the right to delay your application to use our Services until all required documentation and information has been provided to us.
3. We will only start to provide the Services to you once we:
   1. have received your duly completed application;
   2. are satisfied that identity checks have been successfully completed as required by UK anti-money laundering regulations; and
   3. have been provided with copies and/or details of any certifications necessary for tax requirements.
4. We reserve the right not to provide Services to you where doing so may lead us to breach any laws and/or regulations we are subject to. For example, if we are unable to verify your identity in accordance with our legal and regulatory requirements then we will not accept you as a user and will return any monies/reject any instructions to you that you have transferred/given to us in connection with you application (less any applicable charges).
5. If you are introduced to our services by/access our services through a third party (for example, an Intermediary), the third party may be able to verify your identity for the purposes of the UK anti-money laundering regulations. We may be entitled to accept the verification provided by the third party but we reserve the right to request additional information and documentation to satisfy our own anti-money laundering procedures.
6. You consent to us undertaking any electronic search we consider necessary for the purposes of verifying your identity and address. To do so, we may check details about you against certain databases that we have access to. We may also use your details in the future to assist other companies for verification purposes. A record of this search will be retained.
7. If we cannot verify your identity, we may ask you to provide certain original documents. You agree that we may pass on such information we obtain as part of this process as we consider necessary to relevant third parties to comply with applicable legal and regulatory requirements.
8. You acknowledge and agree that in meeting our obligations under these Terms and Conditions, we may disclose your identity, customer due diligence information and any other information reasonably required to Deposit Takers and as otherwise required by applicable law.
9. If, for any reason, we cannot provide our Services to you, we are not required to tell you the reason for this.
10. We reserve the right to reject your request to open an account with us for any reason, without providing you with reasons.
11. These Terms and Conditions shall begin on the date we accept your application for an account and shall continue until terminated in line with clauses 9 or 10.
12. Communication between you and us
    1. These Terms and Conditions are in English and all communications between you and us in relation to the Services will be in English.
    2. We may contact you via email. If laws and/or regulations require that we have to contact or give you notice in writing, we will do so by e-mail, by hand or by post to the latest address for you that we have been provided with. You should therefore ensure that we are promptly notified if your email address or postal address changes at any point.
    3. We may rely and act on all communications which we reasonably believe to have been made by you unless you indicate otherwise.
    4. If you wish to contact us, then you can do so via support@joinprosper.co.uk.
13. DOCUMENTATION AND STATEMENTS
    1. We will provide you with monthly statements setting out:
       1. information regarding your deposits;
       2. any fees that you have occurred; and
       3. any accrued interest that is yet to be paid, through the Prosper Platform.
          

1. Copies of such statements will also be stored on the Platform which you will be able to view by logging into your account.
2. Provided that we are given the information by the relevant Deposit Taker(s), we will provide you with an annual statement of interest setting out all interest received within the last relevant tax year for any Deposit Account(s) we are holding on your behalf. You acknowledge that we are not responsible for information that we display that has been provided to us by Deposit Takers. Where and if you identify any discrepancies with the information presented then please let us know immediately.
3. CANCELLATION
   1. You have 14 days to cancel these Terms and Conditions beginning on the date we commence the provision of our Services or the date you receive this document, whichever is later. If you wish to cancel these Terms and Conditions, please notify us via the Prosper Platform or contacting us via support@prosper.co.uk.
   2. Certain Deposit Accounts accessed via the Services may grant depositors a right to cancel. Where a Deposit Account provides a cancellation right, we will only exercise the cancellation right where instructed to do so by all clients we hold the Deposit Account on behalf of (including you), and in compliance with any restrictions on the cancellation right (including, but not limited to, time limits). You may not be able to exercise a cancellation right on your own and we are not bound to comply with any cancellation requests until all clients involved in the Deposit Account submit such a request.
   3. A cancellation right is separate from any right to realise deposits standing to credit in a Deposit Account (in whole or in part), and therefore it may be possible for you to instruct us to withdraw your funds from a Deposit Account without requiring that we exercise a cancellation right (subject to the specific terms of the Deposit Account).
   4. Once we have placed your money in a Deposit Account that does not have a right to withdraw funds (through any means) during the period in which you have to cancel these Terms and Condition, or you are unable to exercise such a right during this period (for any reason), you cannot cancel these Terms and Conditions. In such circumstances, you must wait until the Deposit Account permits withdrawals in accordance with its terms before terminating these Terms and Conditions.
4. Suspension
   1. We can suspend access to your account where
      1. we know or suspect the security of your account has been compromised or there has been actual or attempted fraudulent, unauthorised or illegitimate use;
      2. your account has or may be used for illegal purposes;
      3. your account has been used in a manner that contravenes and/or breaches these terms;
      4. the information in respect of you which we hold is not correct; and
      5. we are required to cancel your account in line with our legal and regulatory obligations.
   2. Provided we are allowed to do so under the laws we are subject to, we will endeavour to give you advance notice if we are to exercise our suspension rights, as well as the reason for doing so and how the matter can be resolved.
   3. If we are unable to tell you about a suspension beforehand, we will endeavour to tell you of it immediately after (again, explaining why this action has been taken and how it can be resolved), but this is also subject to the laws we are required to follow allowing us to do so.
   4. If your account has been suspended, you will not be able to:
      1. access your account in any manner;
      2. deposit in or withdraw funds from any of the deposits that are offered to you, and shall have no liability for refusing you carry out instructions from you in relation to the above.

1. Once the reason for suspension has ceased, we will reinstate your account as soon as reasonably possible.
2. Your Right to Terminate
   1. You may terminate these Terms and Conditions by notifying us at any time. You can do this via the Prosper Platform or contacting us via support@prosper.co.uk.
   2. Following our receipt of your notice, these Terms and Conditions will terminate as soon as practically possible, subject to the following:
      1. where you have no funds in any Deposit Accounts, or you only hold funds in Deposit Accounts where it is possible to immediately withdraw your funds without detriment to any other client with funds in the Deposit Account, we will:
         1. immediately withdraw all funds being held on your behalf in Deposit Accounts to the Holding Account,
         2. then transfer funds held beneficially for you in the Holding Account to the originating account;
      2. where you have funds in any Deposit Account which it is not possible for you to withdraw funds from until a specified date and/or where a withdrawal would detriment the remaining clients with funds in the Deposit Account, we will only withdraw those funds to the Holding Account and then transfer these funds once we are able to withdraw from all of the Deposit Accounts held on your behalf without detriment to other clients.

Once all withdrawal proceeds have been transferred to the originating account, these Terms and Conditions will be terminated and your account with us will close.

1. You agree and acknowledge that following your notification to terminate these Terms and Conditions, you are not permitted to submit any Account Instructions which would result in funds being placed in
   1. a Deposit Account where it would not be possible to withdraw funds until a date after the latest maturity date of your current Deposit Accounts, or
   2. a Deposit Account where withdrawing on or before the latest maturity date of your current Deposit Accounts would cause detriment to other clients with funds in the Deposit Account
2. Our Right to Terminate
   1. We may terminate these Terms and Conditions by notifying you in writing.
   2. Any termination of these Terms and Conditions shall be without prejudice to any rights that have accrued to either party.
   3. The termination notice shall take effect either:
      1. two months after you having received our notification, or
      2. upon the occurrence of the latest maturity date of your current Deposit Accounts, whichever is later.

1. When our notification takes effect, all proceeds from your Deposit Accounts will be withdrawn to the Holding Account and subsequently transferred on to the account that the funds originated from and these Terms and Conditions will be terminated and your account will close.
2. You agree and acknowledge that where you receive a termination notification from us, you are not permitted to submit any Account Instructions which would result in the date of notification becoming effective being extended.

Termination in case of breach/legal requirement

1. We may terminate our agreement with you or suspend your access to any part of our Services at any time if:
   1. you have acted in a manner that means these Terms and Conditions are unenforceable, void or discharged, for example:
      1. you have given us any false information;
      2. you are using the Services illegally or fraudulently;
      3. you do not meet the eligibility criteria for our Services
      4. you have seriously and/or persistently breached these Terms and Conditions; or
      5. you have become bankrupt, any similar step/proceedings have been commenced against you or you are otherwise unable pay your debts, or
      6. we believe we are required to do so by law.
2. Should we decide to exercise such termination right, provided we are permitted to do so by applicable law, we will close your account, liquidate your Deposit Accounts and return all funds to you (via the Holding Account).
3. CHANGES TO THESE TERMS
   1. Subject to the below, we will give you at least two months' prior written notice via email of any intended material change to these Terms and Conditions, along with the new version of the Terms and Conditions.
   2. If you do not agree with the proposed change(s) you must tell Prosper before that change takes effect and you will have the right to terminate these Terms and Conditions at any time before the proposed date of their entry into force. If you do not contact us in order to tell us that you do not accept the changes and request to terminate these Terms and Conditions you will be deemed to have accepted the change(s) and they will automatically take effect on the date specified in the notice.
   3. Where you seek to terminate these Terms and Conditions, this will be effected in the manner specified in clause 9.
   4. Any change to these Terms and Conditions which is required to be made to reflect a change of applicable law or regulation, or which is in your favour, may take effect immediately (without
      notice) or otherwise as we may specify. Where this occurs, we will attempt to notify you before the change takes effect if possible, but failing that, will notify you via email as soon as possible after the change becomes effective.
4. Data Protection
   1. We will handle your personal in line with our Privacy Policy (“Privacy Policy”) which can be found on our website. Please note that this Privacy Policy is changed from time to time, please refer to our website for the most up to date Privacy Policy. If you are not comfortable with how we handle your information as explained in the Privacy Policy, you should not use our Services.
5. Our liability to you
   1. If we do not comply with the Terms and Conditions then, subject to clauses 11.2 and 11.3, we will only be responsible to you for any loss or damage you suffer as a result of our breach of the Terms and Conditions. We will not be responsible under any circumstances for any loss or damage that was not foreseeable to both you and us at the time you entered into the Terms and Conditions (such as loss of profits or other opportunities).
   2. We shall not be liable to you for:
      1. any default, of any nature or for any reason, by any Deposit Taker holding the Holding Account or a Deposit Account in relation to returning the amount of any deposit(s) placed with such Deposit Taker, or in relation to any interest on that deposit;
      2. any loss or damage suffered by you as a result of a Deposit Taker holding the Holding Account or a Deposit Account going into liquidation or a receiver, trustee, administrator or other insolvency practitioner being appointed or the equivalent proceeding in any applicable jurisdiction to the relevant Deposit Taker;
      3. any loss or damage suffered by you as a result of the Services being unavailable for whatever reason; nor
      4. any Event Outside of Our Control in accordance with clause 12.
   3. We do not exclude or limit in any way our liability where we cannot exclude or limit our liability by law or regulation.
6. EVENTS OUTSIDE OUR CONTROL
   1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions if it is caused by an Event Outside Our Control.
   2. An Event Outside Our Control means any act or event beyond our reasonable control, and may include: the acts or regulations of any government, supranational body or authority; breakdown, failure or malfunction of any telecommunications or computer service or services; industrial disputes; and acts of war, terrorism, civil unrest or natural disaster.
   3. If we become aware of an Event Outside Our Control that affects our provision of the Services or these Terms and Conditions, we will contact you as soon as reasonably possible.
   4. Our obligations under these Terms and Conditions may be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will use reasonable endeavours to recommence the provision of the Services as soon as reasonably possible after the Event Outside Our Control is over.
7. Complaints
   1. If you wish to complain about any of ours Services, we have procedures designed to resolve your complaint effectively. We will give you a copy of our complaints policy on request.
   2. To make a complaint you should contact support@joinprosper.co.uk in the first instance.
   3. We will aim to deal quickly and fairly with any complaints you have about our Services in accordance with our obligations under applicable law. We may, however, direct you back to support@joinprosper.co.uk if your complaint relates to the services of the Prosper Platform through which you accessed our Services.
   4. If your complaint relates to the provision of Payment Services and we do not resolve it to your satisfaction, you may be able to refer it to the UK Financial Ombudsman Service. You can contact the UK Financial Ombudsman by telephone on: from inside the UK: 0800 023 4567; from other countries: +44 20 7964 0500 on Monday to Friday, 8am to 8pm and on Saturday 9am to 1pm; by post at The Financial Ombudsman Service, Exchange Tower, London E14 9SR; or by email: complaint.info@financial-ombudsman.org.uk. The UK Financial Ombudsman Service is also available in a number of different languages and if you need it you will be put in touch with a
      translator when you contact the UK Financial Ombudsman Service.
8. Conflicts of interest
   1. In case conflicts arise between our interests (and companies within the Bondsmith group), those of our employees and/ or our clients, and also between clients themselves, we will identify and handle all conflicts in line with our conflicts policy (a copy which can be provided on request).
9. Other Important terms
   1. A waiver of any right or remedy under these Terms and Conditions is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
   2. A failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
   3. No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall preclude or restrict the further exercise of any such right or remedy.
   4. Unless specifically provided otherwise, rights arising under these Terms and Conditions are cumulative and do not exclude rights provided by law.
   5. If any court or competent authority finds that any provision of these Terms and Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms and Conditions shall not be affected.
   6. These Terms and Conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of these Terms and Conditions.
   7. Each party acknowledges that, in entering into these Terms and Conditions, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.
   8. Each party agrees that its only liability in respect of those representations and warranties that are set out in these Terms and Conditions (whether made innocently or negligently) shall be for breach of agreement.
   9. You shall not, without our prior written consent, assign, transfer, charge, mortgage, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
   10. Nothing in these Terms and Conditions is intended to, or shall operate to, create a partnership between the parties.
   11. Except as expressly provided in these Terms and Conditions:
       1. neither party authorises the other party to act as agent for it; and
       2. neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
   12. A person who is not a party to these Terms and Conditions shall not have any rights under or in connection with it.
10. Governing law
    1. These Terms and Conditions are governed by the laws of England and Wales and are subject to the non-exclusive jurisdiction of the courts of England and Wales.
11. Funding the Deposit Management Services
    1. You may fund the Deposit Management Service by electronic bank transfer from your Prosper Wallet (as defined in Annex 1). We reserve the right to refuse to accept any particular funding transaction or to disable any particular funding method in our sole discretion.
    2. When funding the Deposit Management Service, you must ensure that you enter the correct account details of the Deposit Account you wish to fund. Inputting the incorrect account details may result in your transfer being rejected, the funds not being received by us/a Deposit Taker and/or delays in your ability to place the funds in a Deposit Account. We accept no liability for any costs, delays and/or loss of tax benefits you suffer where this occurs due to your error when entering the payment information.
12. Account Instructions
    1. We require an Account Instruction to:
       1. fund a Deposit Account using funds from
          1. your Prosper Wallet,
          2. another Deposit Account; or
       2. withdraw funds from a Deposit Account and transfer these funds to your Prosper Wallet.
    2. Any Account Instruction submitted by you will be deemed received on the next applicable Business Day.
    3. Any Account Instruction to be performed on a specific day or period of time is deemed to have
       been received on that specific day or period of time.
    4. Account Instructions are executed by the end of the Business Day following the deemed receipt of instructions by us.
    5. You may not withdraw your Account Instruction if it is deemed to have been received.
    6. We may, in our sole discretion, elect not to effect any Account Instruction if we reasonably believe one or more of the following applies:
       1. we have received incomplete Account Instruction;
       2. your security details for the Platform have been compromised and/or it is not you has asked for the Account Instruction to be communicated;
       3. we suspect that you and/or the Account Instruction is connected with fraudulent and/or criminal activity (including where you may be the victim of such activity);
       4. we would be involved in some form of criminal activity and/or would break the law if we were to carry out the Account Instruction;
       5. the regulations we are subject to prohibit us from carrying out the Account Instruction;
       6. effecting the Account Instruction would cause us to breach some other form of duty, requirement or obligation we have (for example, under a contract with someone else); or
       7. we would be at risk of enforcement action from a government, regulator or law enforcement agency if we effected the Account Instruction.
    7. We may also elect not to effect any Account Instruction if we, in our sole discretion, consider the resulting transfer will be rejected by the relevant Deposit Taker for any reason.
    8. Provided it is permissible under applicable law, we will notify you by telephone or in writing by email if we exercise either of these rights (as well as the reason for doing so and how it may be resolved).
    9. If we cannot do this, provided we are allowed to do so, we will inform you of us taking such action after.

Funding a Deposit Account

1. You may give us instructions via the Platform to place funds on your behalf into one or more Deposits Account. We will complete such instructions using the funds you have delivered to us from your Prosper Wallet or another Deposit Account.
2. Funds received from your Prosper Wallet that are not directly paid into a Deposit Account will be held by BSNL in the Holding Account as bare trustee on your behalf until the start of any Deposit Account which is the subject of any Account Instruction you provide to us.
3. BSNL will treat itself as holding funds on your behalf once it has received your cleared funds from the Prosper Wallet. You are responsible for ensuring that you have sufficient cleared funds in your Prosper Wallet to transfer the requested deposit amount to us.
4. You acknowledge that:
   1. We are not responsible for the length of time it takes payments to clear to or from your Prosper Wallet as this is outside of our control; and
   2. We will only be deemed to hold a balance on trust for you once we have actual receipt of cleared funds and not the acceptance of your Account Instruction.
5. You may also give us instructions to transfer funds already held in a Deposit Account to another Deposit Account. This will be treated as a withdrawal from the first Deposit Account (into the Holding Account) and then a placement of the funds into the second Deposit Account (from the Holding Account).
6. If we are unable to withdraw the funds from the existing Deposit Account for any reason, we will not carry out the Account Instructions and advise you of this.
7. You will not earn interest on the balance of funds held in the Holding Account whilst they remain there.
8. Once the transfer from the Prosper Wallet and/or withdrawal from the first Deposit Account is cleared, you acknowledge that your Account Instructions permit us to use the funds we hold in the Holding Account for your benefit to fund the selected Deposit Account which BSNL will hold on your behalf as bare trustee.
9. An Account Instruction to fund a Deposit Account will only be carried out once we hold a sufficient balance for you in the Holding Account to fulfil the Account Instruction.
10. Where we are instructed to place funds into Deposit Accounts, we will arrange to open an account (or multiple accounts) with the relevant Deposit Taker offering the Deposit Account(s). The time required to
    open different Deposit Accounts depends on the Deposit Taker, but in certain circumstances may be up to ten Business Days.
11. Where permitted by the relevant Deposit Taker, you may have the ability to place funds directly into one or more Deposits Account from your Prosper Wallet. Where this is permissible, we will communicate the relevant payment details of the Deposit Account (e.g. the account number and sort code) and you will be able to initiate a transaction from your Prosper Wallet.
12. Subject to the terms and conditions of the relevant Deposit Taker, payments into the Deposit Account will normally be credited by close of business on the Business Day following the day on which the Deposit Account is opened. The terms and conditions of your Prosper Wallet may establish the execution timeframes associated with transfers from that account.
13. You acknowledge that your rights under a Deposit Account are subject to the terms and conditions of the relevant Deposit Taker.
14. The applicable net interest rate for each Deposit Account will be confirmed to you via the Prosper Platform once the relevant Deposit Taker has accepted your monies.
15. In relation to opening Deposit Accounts, we are entitled to rely on any information you have already provided and information provided about you by third parties. If we ask you for further information in accordance with these Terms and Conditions and you do not promptly provide it, or if the information provided by you is incorrect or incomplete or becomes incorrect or incomplete, we may not be able to carry out the Services and we shall not be responsible for any loss suffered by you as a result (including from potential lost interest).
16. Some Deposit Accounts may only be available for a limited period and/or have specific eligibility criteria. We will display any eligibility criteria for a Deposit Account via the Platform. Where a Deposit Account has eligibility criteria, we may:
    1. choose not to display it to you via the Platform if we are aware that you do not satisfy the criteria; and/or
    2. reject any Account Instructions to fund such a Deposit Account where you do not satisfy the eligibility criteria.
17. Where a Deposit Account has eligibility criteria, we may reject any Account Instructions to fund such a Deposit Account where you do not satisfy the eligibility criteria.
18. If, for any reason, we are unable to place your funds in your specified Deposit Account, your funds will be returned to your Prosper Wallet. Withdrawing funds from a Deposit Account
19. You may submit instructions to withdraw funds from a Deposit Account. However, we will only execute such Account Instructions:
    1. where the withdrawal is for the full value of your balance in the Deposit Account;
    2. where withdrawals are permitted by the terms and conditions of the relevant Deposit Taker; and
    3. where effecting the relevant withdrawal will not result in detriment to any other client we hold the Deposit Account on behalf of (for example, reductions in the interest rate or closure of the Deposit Account as a whole).
20. In accordance with the underlying terms and conditions of a Deposit Account, it will not generally be possible to withdraw monies from a Deposit Account before the expiry of any fixed term or a given notice period applicable to it. In the event that withdrawals are possible, any such withdrawals may result in charges or penalties being applied or interest being forfeited in relation to your proceeds. We will try to minimise the impact of any such charges or penalties in those circumstances, but we cannot guarantee that there will not be any.
21. Withdrawals are dependent on the relevant Deposit Takers accepting and acting on instructions to make the requested transfers in a timely way. We do not accept responsibility for any of the Deposit Takers failing to transfer monies in the timescales required for any particular withdrawal.
22. Where a Deposit Account is subject to a fixed term, in good time prior to the maturity date of the Deposit Account, we will inform you or your Intermediary through the Platform, by email or telephone about your options on maturity.
23. Upon:
    1. you submitting an Account Instruction to withdraw funds from a Deposit Account, and/or
    2. a maturity of any Deposit Account,
       
       the proceeds payable to you will be transferred to the Holding Account and you may request it be transferred to your Prosper Wallet or placed in another Deposit Account.

1. STATUS OF THE ACCOUNTS
   1. You acknowledge that the opening of any Deposit Taker Account may be outside of our control and that responsibility for opening each Deposit Taker Account shall lie with the relevant Deposit Taker and not us.
   2. You acknowledge and agree that the Holding Account and each Deposit Account held under the Services (together, the “Deposit Taker Accounts”) will be opened in BSNL’s name but held on trust for clients, including you, who have deposited funds into such Deposit Taker Accounts. BSNL will also hold all funds contained within the Deposit Taker Accounts on trust for each of the clients who have deposited funds within the Deposit Taker Accounts in accordance with their proportionate beneficial interests in such funds.
   3. Your money held in the Holding Account and any Deposit Account may be pooled with money belonging to other clients, which means that you would not have a claim against a specific sum in a specific account. In such circumstances any claim which you might have would be against the pool in general.
   4. We will only use the funds that we hold on your behalf for the purpose of:
      1. placing them within Deposit Accounts you have selected in accordance with these Terms and Conditions;
      2. paying expenses associated with opening and holding the Deposit Accounts you have selected;
      3. paying any charges or other monies which you owe us or a third party.
   5. Where an expense is payable in respect of a Deposit Account which is held on your behalf (for example, fees payable to a Deposit Taker as a result of negative interest rates), this expense shall be deducted from your funds held within that Deposit Account. If the Deposit Account is held on a pooled basis, the expense shall be allocated amongst the relevant clients on a pro rata basis in accordance with their proportionate beneficial interests in the relevant Account.
   6. Neither you nor we can:
      1. lend,
      2. use as security for a loan,
      3. create any lien, charge, security or other encumbrance over the Holding Account, any Deposit Account, the funds contain in either, the documentation evidencing title to
         either, or any rights associated in respect of any of these.

1. We reserve the right to close, without prior notification, any Deposit Account in relation to which there are no outstanding Account Instructions and where we reasonably believe that there will be no new Account Instructions in the foreseeable future.
2. Interest payments
   1. In respect of interest earned on any Deposit Account:
      1. where this is paid on maturity of a Deposit Account, this will be transferred to the Holding
         Account alongside your original capital deposit;
      2. where this is paid periodically, this will be retained within the relevant Deposit Account
         until withdrawn by you from that Deposit Account or the Deposit Account reaches
         maturity.
   2. Interest payable to you will be calculated according to your ongoing balance in a Deposit Account (whether held by you directly, or held on your behalf), and the period of time in which you have a balance in the Deposit Account. We will round interest payments due to you to the nearest penny.
   3. Where interest payments are displayed on the Prosper Platform, these may be rounded down to the nearest penny, and therefore show you the minimum amount of interest you will be paid. This is to take account of the fact that Deposit Amounts may be pooled and to prevent rounding errors misleading you as to the amount you will be due. The figure displayed should be taken as only being indicative of the interest you will be paid, and we will not rely on it when making payments to you.
   4. A proportion of the interest that accrues on amounts placed in Deposit Accounts on your behalf will be payable to us by the Deposit Taker (such amount being the “Bondsmith Interest”).
   5. The Deposit Taker may pay interest on amounts placed in Deposit Accounts net or gross of Bondsmith Interest:
      1. If it is paid net of Bondsmith Interest, they will pay the Bondsmith Interest directly to us and only the remaining interest, to which you are absolutely entitled, will be paid into the Deposit Account or held by BSNL in the Holding Account;
      2. If they pay interest into the Deposit Account gross of the Bondsmith Interest, all interest that accrues on the relevant amount will be paid into the Deposit Account or the Holding Account, at which point the interest payable to you will be transferred to your Nominated Bank Account on the withdrawal of your original capital deposit. The proportion that constitutes Bondsmith Interest will be retained in the Holding Account and be the beneficial property of Bondsmith.

You shall have no entitlement to, or rights in respect of, such amount of Bondsmith Interest, and Bondsmith shall be free to withdraw it from the Deposit Account/Holding Account at any time and shall generally do so as soon as possible.

The interest rates on Deposit Accounts displayed on the Prosper Platform will always displayed net of any Bondsmith Interest applicable.

How Prosper is paid

Prosper does not set the interest rate on the Deposit Accounts, does not receive or retain any part of the interest payable to you, and does not hold your deposit. Prosper receives an introduction and servicing fee from Bondsmith for introducing customers to, and administering, the Deposit Accounts. This fee is paid by Bondsmith out of its own resources and is not deducted from your balance or from the interest you earn.

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1. INDIVIDUAL AND JOINT ACCOUNTS
   1. If you wish to receive the Services, when completing an application via the Prosper Platform, you must specify whether you would like to receive the Services on an individual or joint basis.
   2. If you wish to receive Deposit Management Services on an individual basis, the amounts within the Holding Account and any Deposit Accounts for your benefit will be held for you absolutely
      and not for the benefit of any other person.
   3. If you wish to receive a Joint Account for more than one person, the amounts held within the Holding Account and any Deposit Accounts for your benefit will be held for such persons jointly. Some Deposit Accounts cannot be held jointly. Where your monies are deposited in such Deposit Accounts, it will be deposited in the sole name of one of the Joint Account Holders. We will try to ensure that your other accounts and deposits are held in the name of the other Joint Account Holder(s), such that overall funds are held equally in the Joint Account Holders’ names (to the extent possible).
   4. In respect of Joint Accounts and Joint Account Holders, references to “you” in this Agreement are to any person in whose name the Joint Account is held and we may exercise our rights or obligations under this Agreement against any person who is named on that Joint Account.
   5. We may give any notice or communication to any one or all persons in whose names a Joint Account is held and any notice or communication, made to any one person, shall be deemed as having been made to all Joint Account Holders.
2. Taxation
   1. It is your responsibility to determine what, if any, taxes apply to the payments you receive in connection with the Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority. We are not under any obligation to determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any Deposit Account on your behalf. You acknowledge that we may make certain reports to tax authorities in the United Kingdom and overseas regarding your Deposit Accounts and any amount held for your benefit in the Holding Account.
3. FSCS Protection
   1. If you are eligible for FSCS protection and the Deposit Taker with which a Deposit Account or Holding Account is held is a member of the FSCS (see below), you may in certain circumstances be entitled to receive compensation from the FSCS in the event that the Deposit Taker is unable to meet its obligations.
   2. Please note that Deposit Takers located outside the UK are not covered by the FSCS and the compensation arrangements governing them will depend on the country or jurisdiction in which they are regulated. Compensation schemes in overseas jurisdictions may not offer equivalent protection to that provided by the FSCS and may offer a lower amount of compensation. The amount of cover available to you will depend on your status and the country involved. If you choose to place a deposit where no FSCS protection is available (for example because the protection of an equivalent overseas scheme is available or the FSCS scheme does not apply to you), you may be accepting the risk of insolvency of the Deposit Taker in respect of all or a greater part of the relevant deposit.
   3. BSNL holds all funds within the Holding Account and Deposit Accounts on trust, and therefore an insolvency practitioner would not generally view such funds as forming part of Bondsmith’s estate. As such, those funds should not be available to Bondsmith’s creditors and should be distributed to clients, including you, following the deduction of the insolvency practitioner’s costs, and any other costs that are deductible under applicable law.
   4. The limits for FSCS compensation may change from time to time. You should always check www.fscs.org.uk for the current limits. Please note that this limit applies to your total holdings with a Deposit Taker and us (as applicable), and therefore includes all the cash you may hold with any Deposit Taker or us, whether through the Services or outside of it.
4. Definitions
   1. In these Terms and Conditions, the defined terms shall have the following meanings:
      
      “Account Instruction” means instructions submitted to us via the Platform Operator for placing or withdrawal of funds to or from Deposit Taker(s)/the Services;
      
      “BusinessDay” means a day on which Deposit Takers are open for business in the United Kingdom;
      
      “Deposit Account” means an account opened by us in our name (on a designated bare trust basis) on behalf of either you or certain clients, including you, on you/their instruction, as beneficiaries with a Deposit Taker;
      
      “Deposit Taker” means a bank, building society or other recognised financial institution that is authorised to accept deposits;
      
      “Event Outside Our Control” has the meaning given in clause ‎14.2;
      
      “FCA” means the Financial Conduct Authority and any successor organisation;
      
      “FSCS” means the Financial Services Compensation Scheme, being the scheme established pursuant to the Financial Services and Markets Act 2000 under which deposits placed with Deposit Takers authorised by the FCA are afforded protection against default of the relevant Deposit Taker up to a certain amount per depositor per Deposit Taker and includes any successor scheme or entity under any succeeding or subsequent legislation;
      
      “Holding Account” means a designated bare trust account opened and maintained by us in BSNL’s name on behalf of our clients generally, including you, as beneficiaries, with the Holding Account Provider, for the purposes of holding funds immediately following their withdrawal from Deposit Accounts but prior to their being transferred back to you;
      
      “Holding Account Provider” means HSBC Bank plc or a Deposit Taker of our choosing, as notified to you from time to time;
      
      “Joint Account” means an Account held in the name of two or more persons.
      
      “Joint Account Holder” means any one or all persons (as applicable) in whose name a Joint Account is held.
      
      “Nominated Account” means an account at a Deposit Taker or electronic money provider held by you in your name and notified to us in accordance with these Terms and Conditions.
      
      “Prosper” and as applicable “Prosper Platform” means (i) the investment services platform provided to you by Prosper being Prosper Savings Ltd (which is authorised and regulated by the Financial Conduct Authority, registration number 991710 and registered in England and Wales with company number 11923629. Registered office: 167-169 Great Portland Street, London, W1W 5PF), through which the Services can be accessed;
      
      “Platform Operator” means Prosper as the operator of the Prosper Platform;
      
      “Regulatory Obligations” means each and every requirement and obligation which are or may be imposed upon you, us and/or any Deposit Taker by law, regulation, court order, and/or the requirement of a regulator of a competent jurisdiction;
      
      “UK” means United Kingdom;
      
      “Services” means, collectively, the deposit management, account information and payment initiation services that we provide to you under these Terms and Conditions, each individually being a “Service”;
      
      “Terms and Conditions” has the meaning given in clause ‎1.1 of the General Terms section;
      
      “you”/“your” means the individual, charity, corporate or any other such entity to whom the Services are provided.
      
      Any reference to any legislation, statute, rule, contract or any other document, is to such legislation, statute, rule, contract or other document as amended from time to time and as currently in force.
      
      Any reference to “including” or “includes” in these Terms and Conditions shall be deemed to be a reference to “including without limitation”.
      
      Any headings in these Terms and Conditions are provided for convenience only and shall not affect their interpretation.
      
      Any reference to a person in these Terms and Conditions shall include bodies corporate, unincorporated associations, trusts, partnerships and individuals.
      
      Unless the context requires otherwise, words used in these Terms and Conditions in the singular shall include the plural, and words used in these Terms and Conditions in the plural shall include the singular.
      
      If at any time any provision of these Terms and Conditions is or becomes illegal, invalid, or incapable of being applied in any respect under the law of any jurisdiction, all other provisions of these Terms and Conditions will remain legal, valid and capable of being applied under the law of that jurisdiction as well as under any other applicable law.

The Terms and Conditions in this schedule apply to the Prosper Personal Pension the pension scheme underlying the Prosper Personal Pension is the Seccl Personal Pension. This schedule refers to “the Scheme”. This is a personal pension scheme that allows you to save for retirement in a tax-effective way with the potential to invest in a range of investments. It is registered with HMRC under tax reference 20005619RK.

The Scheme has been established and is governed by a Trust Deed and attaching Rules, “the Trust Deed”. Within the Trust Deed, Seccl Custody Limited established the Scheme within the meaning of Part 4 of the Finance Act 2004 “the Act" and is the scheme administrator for taxation purposes. Seccl Custody Limited (the “Administration Company”) has appointed Digital Pension Trustees Limited (“the Trustee”, a company owned by Seccl), as trustee of the Scheme.

Any reference in these Terms and Conditions to “we”, “us” and “our” are references to the Administration Company and in relation to paragraphs 1.11 and 1.13, the Trustee.  References to “you” and “your” are to you, our customer and member of the Scheme.

These Terms and Conditions, together with your application form a legally binding agreement between you and us.

Where this document refers to or describes a particular tax treatment, you should be aware that tax treatment depends on your individual circumstances and is subject to change in the future.

We recommend that you contact Seccl by sending an email to SIPP@seccl.tech or via telephone on 01225 435200, lines are open, Monday to Friday 09:00 to 17:00.

Please do not include any account details when you contact us by email.

Seccl Technology Limited is registered in England and Wales No 10237930. Registered office 20 Manvers Street, Bath, BA1 1JW.

Seccl Custody Limited, is registered in England and Wales No 10430958. Registered Office 20 Manvers Street, Bath, BA1 1JW. Seccl Custody Limited is authorised and regulated by the Financial Conduct Authority, registration Number 793200 and is a wholly owned subsidiary of Seccl Technology Limited.

Part 1 - Prosper Cash ISA (Individual Savings Account)

These ISA Terms apply to the Prosper Cash ISA. In the event of any conflict between these ISA Terms and any other Terms, the ISA Terms will apply. 

In these terms Prosper means Prosper Savings Limited, who is the ISA Manager. Prosper is registered in England Wales No 11923629. Registered Office 167-169 Great Portland Street, London, W1W 5PF. Prosper is authorised and regulated by the Financial Conduct Authority, registration Number 991710. 

The Prosper Cash ISA is managed by Prosper as the ISA Manager and the underlying bank account is provided by Griffin Bank Limited. This means the money deposited is held by Griffin Bank Limited. Griffin Bank Limited (“Griffin”) is a company registered in England and Wales (No. 10842931), authorised by the Prudential Regulation Authority (PRA) and regulated by the PRA and the Financial Conduct Authority (FCA). Griffin’s Financial Services registration number is 970920. 

1. Application and commencement
   
   1. You may open a Prosper Cash ISA through the Prosper app or website, subject to successful completion of onboarding and verification checks.
   2. The Prosper Cash ISA Summary Box forms part of the information provided to you and sets out key product features including interest rates, eligibility and any Boost terms (if applicable). You should read it together with these Terms before opening your ISA.
   3. The Declaration you accept on opening the ISA creates an application in the tax year you first subscribe and all future tax years until you cancel, transfer, or pay no subscriptions for an entire tax year.
   4. Your Prosper Cash ISA account will not start until your first subscription or transfer amount is received by us.
   5. A Cash ISA must be opened in your name only. Joint accounts aren’t permitted, and you can’t hold funds in your Cash ISA for someone else.
2. Your ISA
   
   1. The Prosper Cash ISA is a Flexible Cash ISA provided in accordance with the Individual Savings Account Regulations 1998 (as amended).
   2. The interest rate and product details are provided in the product Summary Box.
   3. Your Prosper Cash ISA is subject to the Individual Savings Account Regulations 1998 (“ISA Regulations”) and, in the event of any inconsistencies between the ISA Regulations and these ISA Terms, the ISA Regulations will prevail.
3. About your ISA Manager
   
   1. Prosper is the ISA manager for your Prosper Cash ISA. See details at the start of Annex 4.
   2. Money held in your Prosper Cash ISA is deposited with Griffin Bank, which acts as the bank holding your ISA funds.
   3. Griffin does not manage your ISA. Prosper remains responsible for the operation and administration of your ISA.
4. Eligibility
   
   1. You must:
      
      1. be aged 18 or over and be a UK resident for tax purposes (or otherwise eligible under ISA Regulations); and
      2. Deposit the minimum opening balances as outlined in the Summary Box.
5. ISA Subscriptions
   
   1. Each tax year runs from 6 April to 5 April the following year. For every tax year, the Government sets a maximum amount you can contribute across all ISAs in your name. This is known as your annual ISA allowance. The current allowance is £20,000 in total across all ISAs you hold
   2. You can contribute to your Prosper Cash ISA as long as you have not exceeded your annual ISA allowance for that tax year. If you’ve already used your full allowance elsewhere, you won’t be able to make additional payments.
   3. There is no overall limit on how much you can hold in your Prosper Cash ISA over time. However, the amount you add each tax year cannot exceed the annual allowance. You are responsible for ensuring that the ISA subscription limit is not exceeded for every tax year subscriptions are paid.
   4. To count towards a particular tax year, your payment must clear into your ISA before our published end-of-tax-year cut-off time. We’ll confirm this deadline on our website each year. If funds arrive after the cut-off, they will count towards the next tax year’s allowance instead.
   5. Your subscription is treated as received on the date the funds settle into your Prosper Cash ISA account held with Griffin - not the date you authorise the payment.
   6. As your Prosper Cash ISA is a flexible ISA, you may replace (in whole or part) a previous withdrawal from your ISA with a replacement subscription to that ISA in the same tax year without affecting your current year’s ISA allowance.
   7. If you open an ISA in the UK and then go to work and/or live abroad, you cannot continue adding money into the ISA (unless you are a Crown employee working overseas or the spouse or civil partner of a crown employee working overseas). If you subsequently become a UK resident, you will be able to apply to subscribe to an ISA in the tax year following your return.
6. How we'll pay interest
   
   1. Interest on your Prosper Cash ISA is set, calculated and paid by Griffin. Interest will be calculated daily and paid monthly into your Prosper Cash ISA by Griffin. Griffin can change the interest rate of your Prosper Cash ISA. See the Summary Box for product specific information, including when your rate may change and how much notice you will be given. Prosper will notify you of any change through the App on Griffin’s behalf.‍
7. How Prosper is paid ‍
   
   1. Prosper receives a distribution and servicing fee from Griffin for introducing customers to, and administering, the Prosper Cash ISA. This fee is paid by Griffin out of its own resources and is not deducted from your balance or from the interest you earn.‍
8. Transfers‍
   
   1. Transfers into the Prosper Cash ISA are not currently supported. We may introduce transfer functionality in the future. Additional terms will apply at that time, including whether partial transfers are permitted.
   2. To initiate a transfer out to a new ISA manager, the incoming ISA manager should contact Prosper at support@prosper.co.uk to request a transfer. Transfers typically take up to 15 business days if you’re moving funds to another Cash ISA, or up to 30 calendar days if you’re transferring to a different type of ISA.
   3. Prosper does not support partial transfers out at the moment. If you request a transfer, the full balance of your Cash ISA will be moved to your new ISA provider and your Prosper Cash ISA account will be automatically closed.
9. UK Residency
   
   1. If you cease to be a UK resident for tax purposes, we will stop accepting further subscriptions as soon as we become aware.
   2. We may close your ISA where required by law or regulation.‍
10. Cancelling your ISA‍
    
    1. You have the right to cancel your Prosper Cash ISA within 14 calendar days from the date your account is opened.
    2. If you cancel within this period, your subscription will be returned to you and will not count towards your annual ISA allowance. You will retain any tax-free interest earned during this period.‍
11. Ending your ISA‍
    
    1. Subject to the ISA Regulations, you may end your Prosper Cash ISA at any time by withdrawing your funds and requesting closure of the account.
    2. We may close your ISA by giving at least 30 days’ notice unless we are required or permitted to close it sooner.
    3. We may close immediately for legal, regulatory, fraud, breach of terms, or residency reasons.‍
12. FSCS Cover‍
    
    1. Money in your Prosper Cash ISA is held with Griffin Bank Limited (Firm Reference Number 970920) and is eligible for protection under the Financial Services Compensation Scheme (FSCS).
    2. FSCS protection covers up to £120,000 per person, per authorised bank. This limit applies across all eligible accounts you hold with Griffin Bank Ltd, including your Cash ISA, Prosper wallet and any other savings you may have with Griffin Bank.‍
13. Changing or Ending these Terms‍
    
    1. Subject to the ISA Regulations, you may end your Prosper Stocks and Shares ISA at any time by withdrawing your funds and requesting closure of the account.

Part 2 - Prosper Stocks & Shares ISA (Individual Savings Account)

These ISA Terms apply to the Prosper Stocks & Shares ISA (Individual Savings Account).

In the event of any conflict between these ISA Terms and any other Terms, the ISA Terms will apply.

In these terms SCL means Seccl Custody Limited, who is the ISA Manager. SCL is registered in England and Wales No 10430958. Registered Office 20 Manvers Street, Bath, BA1 1JW. Seccl Custody Limited is authorised and regulated by the Financial Conduct Authority, registration Number 793200 and is a wholly owned subsidiary of Seccl Technology Limited.

We will pass your orders to Seccl for execution who will execute your orders in line with the order execution policy available at: https://seccl.tech/order-execution/.

The purpose of our privacy policy

Our privacy policy describes what data we might collect when you use our services, when we might collect it and what we use it for. It describes where your data gets stored and for how long. It lists whenever third parties are involved in the fulfilment of any of our services and what we pass on to them when carrying those out.

We follow the data protection principles of the UK’s Data Protection Act 2018, which is an implementation of the General Data Protection Regulation (GDPR) and we recognise ourselves as a data controller under that regulation. This means we decide on what data we need to collect and process, and we have obligations to look after it in a responsible way. The gov.uk website has more information on the Data Protection Act and GDPR.

You should read our privacy policy to:

• Find information on what data we collect, what it’s used for and how long it’s stored for

• Understand where third parties are privy to elements of your data

• How to get in touch with us if you want to raise any concerns or to exercise your rights regarding your data

Prosper’s company details

You can get in touch with us at hello@prosper.co.uk.

We operate as Prosper but the full registered company details are:

Prosper Savings Limited

167-169 Great Portland Street

London

W1W 5PF

Our UK company number is 11923629 and we’re also registered with the Information Commissioner’s Office (ICO), under number ZB343245.

Data we collect through the Prosper app

When you create an account with us, we collect:

• Your email address and password (the password is never stored in a readable format)

• Contact details like your home address or phone number.

These are used whenever we contact you, such as when updating you to let you know important information, or when sending you quarterly and annual statements.

When you set up a Prosper Personal Pension, ISA or other account, we collect:

• Your date of birth, which we use to understand your eligibility and needs regarding certain services (like how close you are to pension drawdown age, for example)

• Information about your residency and tax status, which we use in order to deal with your accounts correctly and for the required reporting we need to give to the Financial Conduct Authority and HM Revenue & Customs (HMRC)

• A photo of your ID as proof of identity and short video you take of your face, to match with your ID, which we use to combat fraud

• The following are also needed when setting up your account and associated tax wrapper
  ‍
  • Your employment status (when applying for a pension)
  • Your national insurance number
  • Details of your nominated bank account

Data we collect outside of the Prosper app

When communicating with our customer support team through email, chat, secure messaging or by phone, we will record those conversations in order to meet with our regulatory requirements.

In providing our services to you we generate, store and send personalised messages, statements, contract notes and other communications specific to you. We store them according to financial regulations and so that you’re able to access them when you need them.

Where your data is stored and for how long

We make use of the services of cloud computing and storage providers for data transmission, processing and storage. Sensitive data will always be transmitted securely and stored encrypted at rest. We may move your data to servers outside of the UK and the EEA and where we do so, we employ measures to ensure the data transmission and storage is similarly secure.

Our regulator, the Financial Conduct Authority (FCA), requires us to store your data for a long period of time after you stop using our services. So we store most of it for 7 years from the time you stop being a customer. We will store information on pension transfers indefinitely. Some of these requirements by the FCA supersede the right to having your data erased under the GDPR.

Links to other websites

The Prosper app contains links to other websites. When you tap those you’re leaving Prosper to visit a website outside of our control and so you might want to study the privacy policies of the sites we link to if you’re concerned about data policies there.

Times we disclose your information to others

Prosper make use of carefully vetted third party companies and services in order to provide you with our overall service, and as such we will need to transfer your data to them. When we do so, we ensure those providers have similar policies to us in terms of data security and retention for sensitive data in a regulated business.

We make use of a Custodian Platform called Seccl to hold money and assets you transfer to your Prosper account and to manage the tax wrappers for Pension and ISA accounts. They are also regulated by the Financial Conduct Authority and are responsible for the same integrity around the storage and processing of data as we are. You can view Seccl’s privacy policy here: https://seccl.tech/privacy/.

We use third party providers of open banking services for some of our payments functionality. The providers we use comply with the General Data Protection Regulation (GDPR) and are registered with the Financial Conduct Authority.

We make use of third party analytics and reporting software in order to understand app usage and to help us investigate problems experienced while using our app. We choose these carefully to ensure they also comply with the GDPR.

Your rights

Under the Data Protection Act 2018, you have the right to find out what information we store about you. These include the right to:

• be informed about how your data is being used

• access personal data

• have incorrect data updated

• have data erased

• stop or restrict the processing of your data

• allow data portability (allowing you to get and reuse the data you’ve given us for different services)

• object to how your data is processed

To exercise any of these rights, get in touch with us at support@prosper.co.uk.

Note that as an investment platform we’re also under certain data protection rules laid out by the Financial Conduct Authority (FCA) and as such, some requests to have data completely removed might not be possible due to those superseding restrictions.

Making a Complaint

If you have any questions or concerns over the use of your data or would like to make a complaint, please contact us at support@prosper.co.uk.

If you’re unhappy with our response to your complaint or query you can contact the Information Commissioner’s Office (ICO).

Changes to our privacy policies

We might at any time update our privacy policies to improve clarity and to add or update with new information. You will always be able to view the latest version in our app, and you’ll be able to view past versions below. In some cases, if you have an account with us we might send you the latest version by email.