Financer Terms and Conditions
It is important that you read these Financer Terms carefully and ensure that you understand them before you sign up as a Qardus member or fund a financing facility through Qardus.
By signing up as a Financer with Qardus you will be bound by these Financer Terms. The Financer terms, along with our Website Terms, Privacy Policy and Cookies Policy set out the terms on which we will provide services to you as a Financer with us and they are legally binding on both you and us.
Consequently, if there is anything in the Financer Terms or those other documents that you do not understand, you cannot comply with or that you are not comfortable being bound by, you should not agree to the Financer Terms or fund participation in a facility through our platform.
1. QARDUS – LEGAL AND REGULATORY DETAILS
Qardus Limited (Qardus, we, us, our) (is registered in England and Wales with company number 12181387 and our registered office is at 3.09a 1 Lyric Square, London, England, W6 0NB, United Kingdom. We do not offer services that are regulated under the UK financial services system and we are not regulated by the Financial Conduct Authority.
2. QARDUS – SERVICES OFFERED
2.1 The services offered by Qardus are available to persons that that are members of our website www.qardus.com (the Website). We provide members with details of potential financing participation opportunities – the type of facility that we offer is described at clause 2.2 below. Each time that Qardus offer an financing opportunity to members via our Website, we will provide more details of that specific opportunity. You should read and understand the details of each particular opportunity before deciding whether to participate.
2.2 Qardus offers members the ability to participate in commodity murabaha facilities. Unless otherwise specified, each financing opportunity offered by Qardus will be structured asfollows:
- Qardus, acting as your agent, will enter into a commodity murabaha agreement with a connected company (the Fundraiser). The Fundraiser will use the facility provided under the agreement to enter into a series of financing transactions with SME businesses.
- The same Fundraiser may seek financing over a defined period of time for a specific financing purpose. The campaign period will be set out in the relevant Information Memorandum. Once the campaign period finishes, the Fundraiser will stop seeking financing.
- Qardus will send details of the opportunity to all members of the Website.
- If member(s) decide to participate in the opportunity and become a “Financer”, those Financers will complete an application (typically, via an application page on the Website) authorising Qardus to enter into a ”Financing Agreement” (typically, a commodity murabaha agreement) which documents the terms of the shariah-compliant facility the Financer has chosen to fund.
- Qardus will provide each Financer with a “Contract Note” [DB1] specifying the extent to which they have participated in the Financing Agreement .
- The obligation to make repayment to the Fundraiser rests with the SME (not Qardus) and the obligation to make repayment to you under the facility rests with the Fundraiser (not Qardus) so that if the Fundraiser defaults on the facility due to one or more SMEs defaulting on their contractual repayment obligations, Qardus will not be responsible for the resulting loss to Financers.
2.3 The financing opportunities that we offer are only available to persons who demonstrate either sufficient networth or investment sophistication.
2.4 Any Financer who is not receiving advice from an FCA-authorised firm must demonstrate their understanding of the features and risks of participating in the provision offinance. Users who satisfy these criteria, as set out in more detail on the Website, will be eligible to become members. Only members can receive details of financing opportunities through the Website.
2.5 If you are eligible for membership of our Website, you can receive details of financing opportunities, fund the opportunity online and receive online facility reports. Your financing subscriptions and any returns shall be held in a trust bank account – details are set out at clause 5 below.
2.6 As a Qardus member, you are bound by these Terms and Conditions in relation to your use of our Website and any application that you make to participate in the financing opportunities promoted to members. Any user of the Website who is not a member is also bound by these terms in so far as they are capable of application to non-members. By using the Website, you confirm that you have read, understood, and agree to these Terms and Conditions and our Website Terms, Privacy and Cookies Policy each as amended from time to time. If you do not agree to the Terms and Conditions, you must stop using the Website immediately.
3. MEMBERSHIP OF THE QARDUS WEBSITE
3.1 To become a Qardus member, you will need to apply to join and be approved by us. We may reject any application to become a member on such grounds as we see fit, including, without limitation, your knowledge and understanding of investing, your financial status, your capacity to be bound by these Terms and Conditions or the jurisdiction in which you live or are a citizen. Further details of those eligible to be Qardus members are set out at clauses 2.3 and 2.4 above.
3.2 If you apply to become a Qardus member, we carry out certain identity and fraud checks on you, and we may use third party agencies to do that. If we cannot get adequate information from the third party agency then we may ask you to send us copies of the relevant identification documents (normally a certified copy of your passport and a utility bill) and any supporting evidence that we may require. If you donot provide all appropriate identification documents you will not be able to become a Qardus member and participate. We may also suspend your membership atany time if we suspect financial irregularity or are unable to verify your identity. For more details about how we use your information, please refer to our Privacy and Cookies Policy.
3.3 Your application for membership should be completed in the name of the same person that will fund the participation.
3.4 When you register as a member you will need to provide personal details and a password – they will be unique to your individual Qardus membership and are not transferable. We willuse your registration details and password to identify you and you must keepthem secure at all times.
3.5 You are responsible for all information and activity on the Website by anyone using your membership details as described at clause 3.4 above. If you authorise an agent, family member, employee or sub-contractor to use your Qardus membership, you will be responsible for their activity on the Website. Any breach of security, loss, theft or unauthorised use of your security details must be notified to us immediately. We reserve the right not to act on instructions provided using your membership details where we suspect that the person using your Qardus membership is not you or we suspect illegal or fraudulent activity or unauthorised use.
3.6 You agree not to adapt or circumvent the systems in place in connection with the Website, nor access our systems other than by using the credentials assigned to you and by following the instructions that we have provided for that type of connection.
4. INVESTING
4.1 If you wish to participate in an opportunity, you can do this through your online membership account on the Website – you will need to specify the size of the contribution you wish tomake and place funds in your Qardus account (see section 5 below).
4.2 The decision as to whether to accept an application from you to participate in an opportunity will be at our absolute discretion. We may decline to accept an application from a memberto participate in an opportunity for any reason, including but not limited tobecause the offer is over-subscribed or under-subscribed or because of legal or regulatory matters. If we do not accept your application, but you have already paid money into your online membership account, we may return it to you or you may instruct us to keep your money in your online membership account to fund participation in another opportunity.[DB2]
4.3 Any opportunity that you participate in will be governed by the terms of that particular opportunity as set out in the financing agreement (e.g. a Commodity Murabaha Agreement), your Application, any Information Memorandum and these Terms and Conditions. To the extent that there are any inconsistencies between these documents, the provisions of the financing agreement shall prevail over the Application, which shall prevail over the Information Memorandum, which shall prevail over these Terms and Conditions. The terms of your participation will be summarised in a Contract Note that we send to you after receipt of your Application. If you disagree with the terms of the Contract Note, you should bring this to our attention as soon as possible. If you have made an error inthe Application, you will generally be bound by the terms of the Application and the Contract Notes once the facility has been provided to the Fundraiser (in accordance with any timing requirements noted on the Website).
4.4 It is important that you understand that we do not provide regulated services, such as investment advice, legal advice or tax advice. We will not assess the suitability of any opportunity that we offer in the context of your personal and financial circumstances - you are responsible for making your own decisions. If you have any doubt about the suitability of any opportunity for you, we recommend that you seek such advice from an appropriately qualified professional such as an independent financial adviser authorised by the FCA.
4.5 It is also your responsibility, not ours, to ensure that you have complied with any relevant legal or regulatory restrictions that would prohibit you from participating in any financing opportunity that we offer to you.
5. HOW YOUR MONEY IS HELD
5.1 If we accept your application to enter into a facility, we will provide you with bank account details into which you must transfer your participation amount (your Qardus account) within 24 hours of receipt of these details unless you notify us otherwise. Any payment into your Qardus account must be made from a bank or building society account in your name whose details you provide to us and which we have accepted (your Nominated Account). Your money will then be held in your Qardus account pending deployment into the facility.
5.2 Your application will constitute a legal commitment to fund the participation, but you may cancel your application at any time prior to the facility being entered into without penalty. If you fail to make payment within 24 hours or the date you have specified, we may, at our discretion, cancel your subscription. If you make payment after the due date and an allocation is still available, we will, unless we notify you to the contrary, continue to process your payment as an indication that you wish to proceed to participate.
5.3 Unless otherwise specified, your Qardus account will be held by and administered by us as a trust account. This means that your Qardus account is maintained separately from our own money. The trust account can only be used in connection with the making of financing opportunities available to our Members. We will make payments to (and exceptionally, receive payments from) the Fundraiser on your behalf. By holding your money on trust, it should be protected from claims by our creditors in the unlikely event of our insolvency. We maintain records of the individual entitlements of each member and Fundraiser for these purposes and will pay fees owing to us and other service providers (if any) out of your Qardus account.
5.4 In respect of any particular financing opportunity that we communicate to Qardus members, if the fundraising target is met and we are able to proceed with the facility, we will enter into the Financing Agreement with the Fundraiser as your agent and pay sums out in accordance with the terms of that agreement. Any portion of your subscription amount that is not deployed into a facility will be paid back to your Nominated Account or kept in your Qardus account pending your instructions.
5.5 You authorise us to deal with the Fundraiser on your behalf in connection with exercising your rights and obligations under the facility.
5.6 Where all of the amount that you proposed to fund has not been used to enter into a facility and a balance remains on your Qardus account, you may request that this balance is paid back into your Nominated Account. If we do not receive instructions from you, we may pay such money back to your Nominated Account without further reference to you. Profits and repayments under the facilities will generally be paid to your Nominated Account directly by the Fundraiser and you authorise us to provide the details of your Nominated Account to the Fundraiser for these purposes. If you wish to change your Nominated Account, you may request to do so by email providing us with your proposed alternative accountdetails. Any alternative account must be in your name and be held with a bank or credit institution that is acceptable to us.
5.7 Any payments made to your Nominated Account from the Fundraiser or from your Qardus account will be made after deduction of any relevant tax that we or the Fundraiser are required by law to deduct. However, regardless of whether we or the Fundraiser withhold tax, please note that it is your responsibility to account for any taxes that may be payable to the appropriate authorities.
5.8 You can view details of all facilities that you have made through Qardus, and money in your Qardus account, through the Website.
5.9 No interest is payable on money held in the Qardus account and no fees are charged in respect of establishing the account. Qardus may retain a payment representing interest on the money held in the Qardus account.
6. ASSIGNING FACILITY PARTICIPATIONS
6.1 If you participate in a facility then you should not expect to receive your money back until it becomes dueunder a Financing Agreement, or beyond if there is a significant default by the Fundraiser (or one or more SMEs).
6.2 We may, from time to time, offer Financers the right to assign their facility participations to other members through the Website. If you find amember to pay for the assignment of your participation in the facility, then you may sell it through us by following the process set out on our Website (if any). The buyer will need to be registered as a Qardus member and in accordance with these Terms and Conditions we have complete discretion over whether to accept a membership application from any buyer.
6.3 If we do agree to facilitate the assignment of facility participations, we may charge a fee to the assignor and/or assignee for doing so. We will provide details of those fees before anytransfer is undertaken.
6.4 Any payments due to or from you in respect of the assignment of participations should be made through your Qardus account in the same way as when you apply to participate in a facility, as set out in clause 4, except that the transaction shall take place between you and another member, rather than with the Fundraiser.
7. FEES
7.1 Details of any fees that we charge to you, the Fundraiser and to the SMEs in relation to each facility are set out in the Information Memorandum. We do not, typically, charge fees directly to Financers.
7.2 Unless otherwise stated, fees are quoted exclusive of VAT, where applicable.
7.3 You may be subject to other taxes or costs relating to the facilities that are not imposed by us or paid via us.
8. ENFORCEMENT OF SME FINANCING TRANSACTIONS
8.1 There is no guarantee that a Fundraiser will make all of the payments due under a Financing Agreement (for example, because one or more SMEs default on their repayment obligations). Consequently, to mitigate that risk the Fundraiser may require directors or shareholders of the SME, or the SME itself, to provide security (e.g. a charge over property or personal guarantees) in respect of the SME's payment obligations under the underlying commodity murabaha agreement. Security will not however be requested in every case and the Fundraiser has absolute discretionas to whether to require security in any given case.
8.2 All costs incurred by us or the Fundraiser associated with the recovery of sums due under SME financing transactions (including the costs of third parties we instruct in connection with the recovery) will be deducted from any amounts recovered from the SMEs or their guarantors. It is possible that the available proceeds will not be sufficient to discharge all obligations owed by the Fundraiser to you under the Financing Agreement. If that is the case, then the Financers shall only be entitled to recover their proportionate share of such recoveries.
8.3 Any proceeds of recoveryfrom an SME will be utilised in the following order:
- First, in payment of the costs of recovery incurred by any third party we instruct;
- Second, in payment of our costs of recovery;
- Third, in payment of sums representing amounts owing from the SME to the Fundraiser under the commodity murabaha agreement;
- Fourth, in payment of our outstanding fees that are not associated with recovery;
- Any residual amount will be payable to the SME.
8.4 You agree that we will in our sole discretion and subject to any regulatory obligations we may owe to Financers, determine whether to pursue any recovery.
9. CANCELLATION AND TERMINATION
9.1 You can cancel your membership of Qardus at any time, subject to clause 9.2.
9.2 If you choose to participate in a facility, you will remain a member until your participation in the facility terminates (including by you assigning it), subject to clause 9.3 and 9.4 below.
9.3 We may terminate your membership in respect of entering new facilities at any time and for any reason, including but not limited to breach of these Terms and Conditions, applicable law, mis-use of our Website, account inactivity for a period of 12 months or more or at your request.
9.4 If, at the date of termination of your Qardus membership for any reason, you are participating in a facility through us, our cancellation of your membership will not affect the charges we will levy to the Fundraiser or the SMEs and we will continue to maintain your account in accordance with clause 4.
10. CONFLICTS OF INTEREST
10.1 We receive payment of our fees from Fundraisers and SMEs.
10.2 The Fundraiser will generally be under common ownership with us (e.g. a subsidiary of Qardus).
10.3 Any other conflicts that are specific to a particular financing opportunity shall be disclosed in the relevant information about the opportunity on our Website.
10.4 You may request a copy ofour full conflicts of interest policy at any time.
11. LIABILITY
11.1 You shall be liable to us for any loss or damage suffered by us as a result of any breach of these Terms and Conditions or the representations you make as part of any Application you make through Qardus.
11.2 We shall not be liable to you for any loss or damage which you may suffer as a result of being a memberof Qardus or using the Qardus services except where such loss or damage arises from our breach of these Terms and Conditions or was caused by our negligence, wilful default or fraud. We are not responsible for any breach of these Terms and Conditions arising from circumstances outside our reasonable control. Ourtotal liability to you in connection with these Terms and Conditions, your membership of Qardus and your use of the services provided via the Website shall not exceed the amount of money you have paid into a participation giving rise to the liability, subject to clause 11.3 below.
11.3 Nothing in these Terms and Conditions shall limit our liability for personal injury or death, fraud, nor for any other liability, the exclusion or limitation of which is not permitted by applicable law or regulation.
11.4 When we make forward-looking statements, we will base them on reasonable assumptions, but we shall not otherwise be responsible for the achievement or accuracy of such statements where they are outside of our control.
12. INTELLECTUAL PROPERTY
12.1 Subject to clause 12.3 below, as between you and us, we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the Website.
12.2 If and to the extent that any such intellectual property rights vest in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.
12.3 You shall retain ownership of all copyright in data you upload or submit to the Website. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.
13. AMENDMENTS TO THESE TERMS AND CONDITIONS
13.1 We may need to update or amend these Terms and Conditions from time to time to comply with law or to meet our changing business requirements. We may make such changes without your specific agreement where those updates are, in our reasonable opinion, of an immaterial and routine nature and may not always be able to give you advanced notice of such updates or amendments but we will always post them on our Website so you can view them when you next log in. By continuing to use the Qardus service, you agree to be bound by the terms of any such updates and amendments.
13.2 Where we make amendments to these Terms and Conditions that are adverse to your interests (such as an increase in, or the introduction of, fees for existing services), we shall, if possible, provide you with one month’s notice by email before such amendments become effective. You shall be entitled to terminate your membership at anytime in accordance with clause 9. If you seek to terminate your membership, but continue to participate in a facility through us, the amendments will not apply to the continued participation unless the amendments are required by or reasonably necessary as a result of law or regulation.
14. GENERAL
14.1 These Terms and Conditions are governed by and to be construed in accordance with English law. In the event of any matter or dispute arising out of or in connection with these Terms and Conditions, you and we shall submit to the non-exclusive jurisdiction of the English courts.
14.2 If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall, so far as possible, continue infull force and effect.
14.3 No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and Conditions or otherwise.
14.4 No person shall have rights to enforce terms of these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999.
15. CONTACTING US
If you have any questions about these Terms and Conditions, or wish to contact us for any other reason, you can contact us in writing to: Qardus Limited, 3.09a 1 Lyric Square, London,England, W6 0NB, United Kingdom or by email to: contact@qardus.com
[DB1 ]This can be based on Appendix 2 (Financing Particulars) of the CMA and will replacethe bond certificates. Instead of being called Financing Particulars, it will be headed “Contract Note” to tie in with the description in these T&Cs.
[DB2] Please note process change
Company (the Fundraiser) Terms and Conditions
1. OPEN BANKING
Open Banking services used in connection with Qardus's credit assessment process are provided by Finexer Ltd, which is authorised and regulated by the Financial Conduct Authority as an Account Information Service Provider (FRN: 925695). Qardus Limited is not authorised or regulated by the FCA for Account Information Services and does not provide Open Banking services directly. By authorising Open Banking access during your application, you consent to Finexer Ltd retrieving your business bank transaction data on Qardus's behalf. Qardus uses this data solely for credit assessment and underwriting purposes. You will not be able to view raw bank account or transaction data within the Qardus platform."