loan agreement
THIS LOAN AGREEMENT LAST AMENDED 18/11/2011
BETWEEN:
(1) YES-SECURE.COM LIMITED (Registered number: 06785381) ("YES-secure.com") whose registered office is at Checknet House, 153 East Barnet Road, Barnet, EN4 8QZ, UK, licensed by the Office of Fair Trading (Licence number: 631278), acting as the Agent for all its registered Members who are Borrowers and/or Lenders on its YES-secure.com Social Networking Lending and Borrowing Website ("Website");
(2) Member who is the Borrower ("Borrower") in this Loan Agreement; and
(3) Members who are the Lenders ("Lenders") to the Borrower in this Loan Agreement.
PREAMBLE:
Members on the Website, who are the Lenders and the Borrowers, hereby agree to comply with:
1) this Loan Agreement which each single Borrower enters with a collection of Lenders, and in which YES-secure.com acts as their Agent; and
2) the Standard Terms & Conditions of YES-secure.com for the terms, conditions and use of the Website.
The Borrower and Lenders agree with the Loan Conditions hereunder stated in this Loan Agreement by posting their acceptance through the Website managed and owned by YES-secure.com. Confirmation of this completed Agreement will be sent by electronic email by YES-secure.com and the Borrower and Lenders can and should download and print copies of this completed Loan Agreement from the Website.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. APPOINTMENT OF YES-SECURE.COM AS AGENT
1.1 The Borrower and Lenders hereby appoint YES-secure.com as their sole Agent to complete and execute on their behalf this Agreement that they are required to enter into having posted their acceptance of the Agreement on the Website under the terms of this Agreement and the Standard Terms & Conditions of YES-secure.com, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such appointment as their Agent.
1.2 Lenders and Borrowers acknowledge that YES-secure.com will be their Agent for the sole purposes of entering into this Loan Agreement and servicing the Loan on an on-going basis. Lenders and Borrowers acknowledge that YES-secure.com as their Agent will have the full power and authority to do or cause to be done any and all things that we may reasonably deem necessary or desirable in connection with the servicing and administration of the Loan Agreement, including but not limited to, the right to make all disbursements, enforcing any of the Lenders' rights under the Loan Agreement, the right to receive Loan principal and interest payments, the right to undertake all collections in accordance with the YES-secure.com Charge including the right to take legal action on behalf of Lenders to collect the Loan, and the right to accept lower payments and/or interest adjustments if the Borrower enters credit counselling or make arrangements for orderly payment of debt.
1.3 YES-secure.com will know the identities of the Borrower and its Lenders but these identities will not be disclosed to the Borrower and the Lenders (other than in terms of their Yes-secure.com Member unique Username). The completed Loan Agreement will contain the Usernames of the Lenders and the Borrower and will be available to the Borrower and Lenders in an electronic form only; there will be no physical copy available; however the Borrower and Lenders will always have the option of downloading or printing a copy of the Loan Agreement and the list of the Lenders listed within the My YES-secure Borrowing Loan Account.
2. DEFINITIONS AND INTERPRETATION
2.1 In this Loan Agreement, the following words and expressions have the meanings set out below:
2.1.1 "Agent" means YES-secure.com, licensed by the Office of Fair Trading (Licence number: 631278), as the agent for all its registered Members who are Borrowers and/or Lenders on its Website to carry out the business of consumer credit, credit brokerage, provision of debt-adjusting on a commercial basis, debt administration, provision of credit information services including credit repair on a commercial basis related to this Loan Agreement and the provision of all services provided through the Website;
2.1.2 "Agreement" means this Standard Terms & Conditions as amended from time to time in accordance with its provisions, together with the Loan Agreement, Privacy Policy, Security Policy and Fee Schedule;
2.1.3 "Applicable English Law" means relevant laws related to the Agreement within English Law;
2.1.4 "APR" means annual percentage rate, representing the yearly interest rate on a particular Loan calculated as specified by the Office of Fair Trading.
2.1.5 "Auto Lending" means that based on the Lender's presets, YES-secure lends money on the Lender's behalf as the Lender's agent on the Loan requests satisfying their Auto Lending Plan. There can, however, be only one active Auto Lending Plan in a Lender's portfolio at any time;
2.1.6 "Auto Lending Plan" means the Lender can set their Lending Criteria specifying credit score, minimum interest rate, tenure of the Loan and amount that has to be lent per Loan Request;
2.1.7 "Bid" means a Loan Offer placed on a Loan Listing by a Lender where the Lender specifies the amount and the rate that is being offered to that Borrower. Once the Loan Request becomes a Funded Loan, Lenders can continue to bid by offering lower interest rates and outbidding other Lenders;
2.1.8 "Bidding Period" means a period of between ONE to SEVEN Calendar Days specified by the potential Borrower;
2.1.9 "Borrower" means the Member identified as the Borrower in the Loan Agreement who borrows money under the Loan Agreement;
2.1.10 "Collections Agency" means T N C Limited, company registration number 02475336, or other Collections Agency we may use at any time;
2.1.11 "Credit-Checked Loan Listing" means a Loan listing which a potential Borrower posts on the Website who has been credit checked by YES-secure.com, after which Lenders can make Loan Offers to that Credit-Checked Loan Listing;
2.1.12 "Credit Rating" means a credit rating directly or indirectly supplied by Callcredit Limited, company registration number 03961870, or other credit checking agencies used by YES-secure.com, in relation to provision of credit information services of Members including credit repair on a commercial basis via the Website;
2.1.13 "Funded loan" means a Loan Request which has received between 80 and 100% funding of the requested amount and has been accepted by the Borrower and has also been successfully approved by YES-secure.com;
2.1.14 "Group" means YES-secure.com and each and any of its Subsidiaries;
2.1.15 "Intellectual Property" means copyrights, trade and service marks, including the trade marks, trade names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how, registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration in respect of any of the same;
2.1.16 "Lender" means a Member who lends money under this Loan Agreement and, for the purposes of enforcing the Loan Agreement, includes any person to whom a Lender has transferred his or her rights under that Loan Agreement;
2.1.17 "Lending Criteria" means the Auto Lending Plan through which the potential Lender wishes to lend specifying the total Auto Lending amount, the minimum annual interest rate for the lending related to each Yes-secure.com Markets and the periods over which he or she is prepared to lend;
2.1.18 "Loan" means the aggregated sum of all amounts borrowed at the average annual interest rate by the Borrower from each of its Lenders at the agreed annual interest rate with each Lender;
2.1.19 "Loan Conditions" means the conditions detailed in this Loan Agreement, agreed by each Lender at the posting acceptance of a Loan Offer and agreed by the Borrower at the posting acceptance of a fully or partially (more than 80%) funded Credit-Checked Loan Listing;
2.1.20 "Not Verified Loan Listing" means a Loan request, placed by a potential Borrower, for which YES-secure.com still needs to perform the Credit Rating of the Borrower and confirm as a Credit-Checked Loan Listing;
2.1.21 "Loan Agreement" means this Agreement incorporating the Loan Conditions as amended from time to time in accordance with its provisions, together with its schedule containing the Usernames of the Borrower and the Lenders, the Borrower total amount borrowed at the average annual interest rate, the amount each Lender has lent and the Lender's annual interest rate;
2.1.22 "Loan Offer" means an offer by an existing or potential Lender to lend money to a potential Borrower with an outstanding non-expired Credit-Checked Loan Listings;
2.1.23 "Loan Request" means a Credit-Checked Loan Listing;
2.1.24 "Member" means an individual who has completed the registration process fully and successfully and chosen his or her own unique Username and Passwords on the Website;
2.1.25 "Member Content" means private and public Member profiles, photos, messages, notes, connections to other Members, text, information, music, video, advertisements, Not Verified Loan Listings, Credit-Checked Loan Listings, Loan Offers, and other content that a Member uploads, publishes or displays on or through the Website or YES-secure.com blog or discussion boards, or transmits to or shares with other Members;
2.1.26 "Misrepresentation" means any Member providing fraudulent or incorrect or misleading Member Content on the Website;
2.1.27 "My YES-secure Account" means the portion of the database that records the amount YES-secure.com hold for the Member in his or her "My YES-secure" at any time in the YES-secure.com Client Bank Account;
2.1.28 "My YES-secure Borrowing Account" means the section of the Website where a member can view their Loan Requests, Loan details and repayment schedules. A Borrower can make a full of partial repayment towards their Loan in this section of the Website;
2.1.29 "My YES-secure Lending Account" means the section of the Website where a member can view their lending on YES-secure;
2.1.30 "My YES-secure" means the part of the Website which can only be accessed by a valid Member, using his or her own Username and Passwords;
2.1.31 "Nominated Bank Account" means the bank account the Member has with a United Kingdom bank (a) from which the Borrower authorises YES-secure.com to collect payments under the direct debiting scheme; (b) to which YES-secure.com will make any Loan payments due to the Borrower; and (c) to which, upon instruction from the lending Member, Yes-secure.com will transfer any available unoffered funds belonging to the Lender in the YES-secure.com Client Bank Account;
2.1.32 "Non-Member" means a visitor who uses the Website and has not registered as a Member, and who as a user of or visitor to the Website must comply with the Standard Terms & Conditions of the Website.
2.1.33 "Passwords" means the Lender or the Borrower unique Username, email address, Password, answers to security questions, which individuals specify when registering as a Member;
2.1.34 "Personal Information" means the information YES-secure.com obtain about the Member from the Member, from enquiries and from other organisations, such as credit reference and fraud prevention agencies. Examples of Personal Information include (1) information from application and assessment forms; (2) Members' requests and instructions; (3) details and analysis of how Members meet obligations under this Agreement or other Agreements Members have with Yes-secure.com; and (4) other information YES-secure.com gets from third parties about the Members; Personal Information is handled in accordance with the Data Protection Act, 1998);
2.1.35 "Property" means the premises licensed by the Company and situated at Checknet House, 153 East Barnet Road, Barnet, EN4 8QZ, UK;
2.1.36 "Registered User" means a user who has completed the registration process for YES-secure;
2.1.37 "Standard Terms & Conditions" means the YES-secure.com terms and conditions, which Members have agreed to comply with, available on the Website, as amended from time to time;
2.1.38 "Subsidiary" means a subsidiary as defined in section 1159 of the Companies Act 2006; YES-secure.com has a 100% owned subsidiary, EBOT IT Services (Private) Limited, India, corporate identity number U72200DL2007PTC171115, whose registered address is at L-2A, Hauz Khas Enclave, New Delhi, India 110016;
2.1.39 "Standard Terms & Conditions" means terms of the Website that must be adhered to by all Members and Non-Members of the Website;
2.1.40 "YES-secure.com" means YES-secure.com Limited, company registration number 06785381;
2.1.41 "YES-secure.com Charge" means the amount YES-secure charges the Borrower and the related collection of Lenders for entering the Loan Agreement;
2.1.42 "YES-secure.com Client Bank Account" means the undesignated client bank account YES-secure.com maintain with the Metro Bank (or such other UK bank as YES-secure.com may choose from time to time) (a) for the purpose of holding funds Lenders wish to lend at Website; (b) for the purpose of holding Borrowers repayments under Loan Agreements; (c) for the purpose of holding Lenders' funds which have not yet been Loaned and to which the relevant Lenders (and not YES-secure.com) are beneficially entitled; and (d) for the purpose of holding funds to which Members are beneficially entitled in accordance with the Loan Agreement and the Standard Terms & Conditions to which they are a party;
2.1.43 "YES-secure.com Markets" means the lending markets which we operate for the purpose of matching Auto Lending and custom Loan Offers and Credit-Checked Loan Listings;
2.1.44 “Website” means the Internet web marketplace which YES-secure.com operates for the purpose of matching Loan Offers and Credit-Checked Loan Listings;
2.1.45 "YES-secure.com Solicitors" means Taylor Vinters of Merlin Place, Milton Place, Cambridge CB4 0DP.
3. PAYMENT
3.1 The Borrower agrees to promptly repay its Lenders the total amount payable by the instalments at the times shown within the Borrower's My YES-secure Borrowing Loan Account subject to the Loan Agreement. If the Borrower is late in paying an instalment, in addition to the rights of the Lenders under the Standard Terms & Conditions, the Borrower will pay its Lenders interest on the instalment from when it is due until it is actually paid at the interest rate represented by the APR (annual interest rate) shown within the My YES-secure Borrowing Loan Account subject to the Loan Agreement.
3.2 The Borrower's obligation to make repayments to its Lenders will be satisfied by making instalment payments when due into the YES-secure.com Client Bank Account via a Direct Debit mandate or by the Borrower's Debit Card agreed with YES-secure.com or if the Direct Debit or Debit Card fails by bank transfer into the YES-secure.com Client Bank Account.
3.3 Each repayment made by the Borrower will be pro-rated between the Borrower's Lenders as detailed in the Borrower's My YES-secure Borrowing Loan Account and will be used first to pay the monthly instalment, (interest and principal on the Loan) and then towards repaying any arrears on the Loan and any administration charges due to YES-secure.com as specified in clause 5 - CHARGES.
3.4 All repayments will be allocated to the Lenders' My YES-secure Lending Account by YES-secure.com without deduction of income tax and the Borrower repayment will also be allocated to the Borrower's My YES-secure Borrowing Account by YES-secure.com.
4. EARLY REPAYMENT
4.1 The Borrower may at any time make an early repayment in part or full for the Loan Agreement by following the instructions in the Borrower's My YES-secure Borrowing Loan Account and repaying the partial or full amount the Borrower owes under the Loan Agreement at the time. Upon receipt of the repayment of the partial or full amount due in the YES-secure.com Client Bank Account, YES-secure.com will reduce the principal on the Loan by the repayment amount in the Borrower's My YES-secure Borrowing Account and if the principal amount is zero due to a full repayment, YES-secure.com will make the Loan Agreement as fully satisfied and paid in full.
4.2 If a Borrower wishes to cancel a Loan Agreement, the Borrower must repay the whole Loan amount, including the YES-secure.com fee in full, and the Borrower must ensure the total Loan is repaid to the designated YES-secure.com Client Bank Account within THREE working days of requesting to cancel the Loan Agreement on the Website. Should funds fail to reach our Client Bank Account by this time, the Borrower will be deemed to have not cancelled the Loan Agreement such that our normal terms and conditions will apply and interest will begin to accrue and will be backdated as if the Loan had not been cancelled.
4.3 The Borrower agrees that YES-secure.com will, on the Lender's behalf, demand repayment of the full amount of the Loan together with any fee's, interest and costs outstanding upon the occurrence of the following relevant events:
4.3.1 the borrower:
4.3.2 is, or is adjudicated or found to be bankrupt; or
4.3.3 is (or is deemed to be) unable to or admits inability to pay his debts as they fall due; or
4.3.4 enters or proposes to enter into any composition or other arrangement for the benefit of his creditors generally; or
4.3.5 is declared deceased.
5. CHARGES
5.1 The Borrower shall pay YES-secure.com a Loan arrangement fee of £80 or any other amount stated on the Website at the time of acceptance of the Loan Agreement. We may waive or reduce this fee from time to time for promotional purposes or as we see fit. While we have no plans at all to increase the fee, we reserve the right to do so at any time, but only do after first changing the Standard Terms & Conditions and showing the increased fee as part of the borrowing process that produces any Loan Agreement on which the increased fee is levied (so you have the right not to proceed with that Loan if you do not want to pay a higher fee).
5.2 As a Lender service fee, we may deduct up to 1 per cent (1%) per annum, charged monthly on the outstanding loan principal under your Borrower with Multiple-Lenders Loan Agreement, except those under which payments have been missed and are not yet up to date. We may waive or reduce this fee from time to time for promotional purposes or as we see fit. While we have no plans at all to increase this fee, we reserve the right to do so at any time, but only do after first changing the Loan Agreement Clause 5 - CHARGES and showing the increased fee as part of the process of offering to lend money at YES-secure.com (so you have the right not to proceed with that Loan if you do not want to pay a higher fee).
5.3 If the Borrower is late in making payment the Borrower may be charged by YES-secure.com one administration fee of £20.00 for each set of monthly repayment missed in connection with the Loan Agreement. Interest will accrue on these fees until they are paid at the rate applicable to the Loan Agreement. Other fees or charges that may be charged by YES-secure.com or its Collections Agency in relation to the Loan Agreement and added to the balance outstanding are:
5.3.1 Tracing charges (for finding the Borrower if he or she can't be contacted by YES-secure.com or its Collections Agency) - £25
5.3.2 Charges for document retrieval and copying for debt recovery purpose - £35
5.3.3 Debt counselling service (if the Borrower falls into arrears and YES-secure.com or its Collections Agency can't contact the Borrower) - £80
5.3.4 Litigation costs and expenses, including legal fees and expenses, to cover litigation, recover outstanding arrears, in which case the Borrower will be advised of the cost if such action proves necessary.
5.4 Members will be notified by the updates to the Loan Agreement available on the Website if these charges change in nature or amount.
6. ASSIGNMENT OF LOAN AGREEMENT
6.1 Lenders may assign their right, title and interest in any specific Loan to the Collection Agency (or any trading exchange approved by YES-secure.com acting as their Agent for that purpose now and in the future) but not to anyone else, via the Website.
6.2 The Borrower's rights and obligations under a Loan Agreement that has been assigned shall not be adversely affected in any way whatsoever. Lenders and Borrowers may not assign, transfer, sublicense or otherwise delegate their rights under this Loan Agreement to another person. Any such assignment, transfer, sublicense or delegation shall be null and void. This Loan Agreement ensures to the benefit of and binds Lenders and the Borrower and us and our respective heirs, executors, administrators, personal and legal representatives and successors.
6.3 A Borrower shall not be entitled to assign the Loan Agreement in any part or full thereof.
7. PROHIBITED ACTIVITY
7.1 Lenders and Borrowers confirm and agree that they will not and have not done the following in connection with any Loan Requests and Loan Offers, Loans, other actions involving or potentially involving the Website:
7.1.1 Made any false, misleading or deceptive statements or omissions of material fact in the Loan Requests or Loan Offers;
7.1.2 Misrepresented or falsified personal identity, or described, presented or portrayed themselves as a person or entity other than themselves;
7.1.3 Bid, or have someone Bid for them, on their own Loan Request;
7.1.4 Given, or attempted to give, any Lender any fee in exchange for such Lender's Agreement to Bid on a Loan Request, or proposed or offered any fee, bonus, additional interest, kickback or thing of value of any kind, in exchange for a Lender's Agreement to Bid on a Loan Request;
7.1.5 Brought a lawsuit or other legal proceeding against any Lender;
7.1.6 Contacted Lenders on any Loan Agreement other than as authorized under this Agreement;
7.1.7 Made any Loan payments directly to any Lender or in any manner not specifically authorised in this Loan Agreement;
7.1.8 Engaged in, or participated in any transaction, or activity, or course of conduct that Lenders or Borrowers know, or ought reasonably to know, resulted in or contributed to a misleading appearance of Bidding activity on, or an artificial Loan rate for, any Loan Request, or interfered with market processes and natural markets, or perpetrated a fraud on any person or company; and
7.1.9 Did or attempted to do anything to post, upload, publish, display, transmit, share, store or make available on any Website, or in any email, blog, forum, discussion group, medium or other communication of any kind, a Loan Request, any part or parts of a Loan Request, or any reference to a Loan Request, including using source download/upload/distribution; screen print/image/email; screen scraping; data downloading or other similar tools.
7.2 YES-secure.com may in its sole discretion, remove material from any Loan Request, Bid, posting or other transaction on our Website that YES-secure.com in its unfettered discretion believes is contrary to this section.
7.3 Lenders and Borrowers hereby agree to alert YES-secure.com immediately if they identify any fraudulent activity in connection with the Website.
8. TERMINATION
8.1 This Loan Agreement once accepted by the Borrower and the Lenders on the Website, and subsequently reviewed and approved as a Loan Agreement by YES-secure.com as their Agent, is considered executed on the Borrower and Lenders behalf and thereafter irrevocable:
8.1.1 The Borrower may revoke this appointment and terminate this Agreement at any time if the Borrower does not have any Loan amount outstanding.
8.1.2 The Lender may revoke this appointment and terminate this Agreement at any time if the Lender does not have Funded Loan principal and interest payments due to him or her.
8.1.3 Once the Borrower has accepted the Loan Agreement, the Borrower has the right to cancel the Loan Agreement anytime provided the Borrower pays the full amount due at the time of cancelation stated in the Borrower My YES-secure Borrowing Account into the YES-secure.com Client Bank Account within THREE Calendar days. Once the Borrower repays the whole Loan amount, including the YES-secure.com fee, and all interest payable up to the point of repayment received in the YES-secure.com Client Bank Account in full, an email termination acknowledgement of the Loan Agreement will be sent to the Borrower by support@YES-secure.com.
8.1.4 Once the Lender has posted the acceptance of the Loan Agreement at the time of creating the Loan Offer to the potential Borrower Loan Listing, the Lender can not cancel this pre-signed Loan Offer. The Loan Offer becomes a Funded Loan when the Borrower has posted an acceptance of the Loan Agreement for the 80% or more funded Loan Request.
9. INDEMNIFICATION
9.1 Borrower Indemnification
9.1.1 In addition to the Borrower's indemnification in the Standard Terms & Conditions, the Borrower agrees to indemnify and hold us and our Subsidiaries, affiliates, officers, directors, shareholders, employees, advisors and Agents harmless from and against any and all claims, losses, expenses, damages, demands and liabilities of every kind (including reasonable legal fees), known or unknown, contingent or otherwise:
9.1.1.1 resulting from any material breach of any of the Borrower's obligations in this Loan Agreement, including but not limited to the Borrower's obligation to refrain from contacting any Lender directly and the Borrower's obligation to comply with all Applicable English Laws;
9.1.1.2 relating to the contents of a Loan Request, or content displayed by the Borrower elsewhere on the Website or on any Website linked to the Website, or the contents of any email, blog, forum, medium or other communication of any kind, including but not limited to any action for damages or rescission alleging Misrepresentation by a Borrower in a Loan Request;
9.1.1.3 resulting from the Borrower's disclosure of his or her identity or other Personal Information to other Members or to the public;
9.1.1.4 resulting from the Borrower's acts, omissions and representations (or anyone acting on the Borrower's behalf excluding YES-secure.com) relating to the Website; or asserted by third parties against YES-secure.com alleging that the Borrower has used or displayed trademarks, trade names, logos or branding that infringes upon the Intellectual Property rights of any such third party.
9.1.2 The Borrower agrees that his or her obligation to indemnify YES-secure.com shall survive termination of this Loan Agreement, regardless of the reason for termination.
9.2 Lender Indemnification
9.2.1 In addition to the Lender's indemnification in the Standard Terms & Conditions, the Lender agrees to indemnify and hold us and our Subsidiaries, affiliates, officers, directors, shareholders, employees, advisors and Agents harmless from and against any and all claims, losses, expenses, damages, demands and liabilities of every kind (including reasonable legal fees), known or unknown, contingent or otherwise:
9.2.1.1 resulting from any material breach of any of the Lender's obligations in this Loan Agreement, including but not limited to the Lender's obligation to refrain from contacting any Borrower directly and the Lender's obligation to comply with all Applicable English Laws;
9.2.1.2 relating to the contents of a Loan Offer, or content displayed by the Lender elsewhere on the Website or on any Website linked to the Website, or the contents of any email, blog, forum, medium or other communication of any kind, including but not limited to any action for damages or rescission alleging Misrepresentation by a Lender in a Loan Offer;
9.2.1.3 resulting from the Lender's disclosure of his or her identity or other Personal Information to other Registered Users or to the public;
9.2.1.4 resulting from the Lender's acts, omissions and representations (or anyone acting on the Lender's behalf excluding YES-secure.com) relating to the Website; or
9.2.1.5 asserted by third parties against YES-secure.com alleging that the Lender has used or displayed trademarks, trade names, logos or branding that infringes upon the Intellectual Property rights of any such third party.
9.2.2 The Lenders agree that his or her obligation to indemnify YES-secure.com shall survive termination of this Loan Agreement, regardless of the reason for termination.
9.3 YES-secure.com shall not be obligated to indemnify Lenders and the Borrower against any claims, losses, liability or expense (including, without limitation, costs, charges, legal fees and disbursements) that the Lenders and the Borrower may suffer or incur as the result of or based upon any negligent act or omission, wilful misconduct or fraudulent action on the Lenders or the Borrower part.
10. NOTICES
10.1 All notices and other communications under this Loan Agreement shall be given by email to the Lenders and Borrower registered email address, and shall be deemed to have been duly given and effective upon transmission. If Lender or Borrower registered email address changes, he or she must change the email in his or her My YES-secure Account and also notify YES-secure.com by sending an email to support@YES-secure.com.
11. NO WARRANTIES
11.1 Except for the representations contained in this Loan Agreement and implied warranties under Applicable English Laws, no party makes any representations or warranties to one another.
12. LIMITATION ON LIABILITY
12.1 In no event shall any party be liable to one another for any lost profits or special, exemplary, consequential or punitive damages, even if informed of the possibility of such damages.
13. ELECTRONIC DELIVERY OF DOCUMENTS
13.1 Lenders and the Borrower hereby consent to receive documents to which they are entitled electronically, rather than by mail.
13.2 Lenders and the Borrower acknowledge that access to the Internet and the world-wide-web through a supported web browser with 128-bit encryption is required for them to access a document electronically and Lenders and the Borrower confirm that they have such access.
13.3 Lenders and the Borrower understand that YES-secure.com has made provision on the Website for Borrowers to print documents and that they must configure their computer appropriately in order to ensure that such printing is possible.
14. GENERAL
14.1 The parties acknowledge that they have requested that this Loan Agreement be prepared in English.
14.2 Any waiver of a breach of any provision of this Loan Agreement will not be a waiver of any other subsequent breach. Failure or delay by any party to enforce any term or condition of this Loan Agreement will not constitute a waiver of such term or condition.
14.3 In this Loan Agreement, where the singular is used it shall include the plural.
14.4 If any provision of this Loan Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of the provision will affect neither:
14.4.1 the legality, validity or enforceability of the remaining provisions of this Loan Agreement; nor
14.4.2 the legality, validity or enforceability of that provision in any other jurisdiction.
14.5 The provisions under the heading “Preamble” form an integral part of this Loan Agreement. The headings used in this Loan Agreement are for convenience of reference only and shall not in any way affect the interpretation of this Loan Agreement.
14.6 This Loan Agreement is governed by and construed in accordance with English law, and the Lenders and their associated Borrower submit to the exclusive jurisdiction of the English courts.
14.7 If any part of the Loan Conditions that is not fundamental is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of the Loan Conditions or the Loan Agreement, as the case may be.
14.8 Any waiver by any party of a breach of any provision of these Loan Conditions and/or the Loan Agreement shall not be considered to be a waiver of any subsequent breach of the same, or any other, provision.
14.9 Any notices given to the Borrower in relation to the Loan Agreement shall be put on the Borrower's My YES-secure Account. The Borrower may also receive by email to the Borrower's email address a prompt to refer to his/her My YES-secure Account.
14.10 The records kept by Website shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake. 14.11 This Loan Agreement and the documents referred to in this Loan Agreement constitute the whole Agreement between the parties in relation to the subject matter covered and supersedes any previous Agreement between the parties in relation to such matters which shall cease to have any further effect. It is agreed that:
14.11.1 no party has entered into this Loan Agreement in reliance upon any representation, warranty or undertaking which is not set out or referred to in this Loan Agreement;
14.11.2 in the absence of fraud, no party will have any remedy in respect of any untrue statement, made to it or its representatives or Agents, upon which it or they relied and such party's only remedy will be for breach of contract; and
14.11.3 this clause shall not exclude any liability for fraudulent Misrepresentation.
14.12 Nothing in this Loan Agreement shall constitute or be deemed to constitute a partnership between the parties or any of them.
14.13 Subject to any Applicable English Laws in the event of any ambiguity or conflict between this Loan Agreement and the Standard Terms & Conditions of Yes-secure.com, the terms of this Loan Agreement shall prevail.
14.14 Each party shall and shall use all reasonable endeavors to procure that any necessary third party shall promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Loan Agreement.
14.15 Any notices given in connection with this Loan Agreement will be in writing by email by all parties.
14.16 If at any time any provision of this Loan Agreement is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Loan Agreement shall not be affected or impaired thereby.
14.17 We have the right to change any term or provision of this Loan Agreement provided we give the Lenders and the Borrower notice of material changes to this Loan Agreement via the Website. Lenders and the Borrower also authorize us to correct clerical errors appearing in information they provide to us, without notice to them, although we expressly undertake no obligation to identify or correct such errors.
15. ENTIRE AGREEMENT
15.1 Lenders and the Borrower agree that they have read, understand and agree to the terms and conditions of this Loan Agreement and all documents incorporated by reference, as may be amended from time to time by YES-secure.com in its sole discretion.
15.2 The following documents and policies are incorporated by reference into this Loan Agreement:
15.2.1 Standard Terms & Conditions
15.2.2 Privacy Policy
15.2.3 Security Policy
15.2.4 Fee Schedule
15.3 This Loan Agreement together with the Standard Terms & Conditions represent the entire agreement between the Lenders, the Borrower and YES-secure.com, and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between Lenders, the Borrower and YES-secure.com with respect to the Borrower and Lenders involvement on the Website.
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