This page (together with the documents referred to on it) sets out the Terms of Use (“Terms”) on which we, Wayni Limited and its subsidiaries (together “Sourced”) make available the information listed on our website at https://www.wayni.co/ (the “Site“) to you, whether as a guest or a registered user. Please read these Terms carefully before using this Site. These Terms should be read alongside, and are in addition to, our Privacy Policy and any other policies that we implement, from time to time.

You should understand that by using this Site, you agree to be bound by these Terms and we advise that you should print a copy of these Terms for future reference. References to “we”, “our” and “us” are to Sourced. References to “you” or “your” are to the user of this Site.

The Site provides you with a variety of Services that are generally associated with investment property (the “Services”). The Services include, but are not limited, to the following:

• An online Learn platform that provides training material and content;
• An online Search platform that provides a portal to search for available properties that may meet your investment criteria;
• An online Invest platform that matches and introduces Investors and Borrowers;
• The administration of loans agreed between Borrowers and Lenders, including facilitating payments, collecting payments due and onward distribution of funds.

We are not providing advice on investments nor are we arranging deals in investments. We will however provide administrative assistance in bringing Investors and projects manager together.

It is important that you understand that your CAPITAL IS AT RISK when looking to invest in property and at no point during the delivery of the Services, do we provide investment advice. We strongly recommend that you seek independent financial advice before making any investment decisions.

1. Information About Us

Your capital is at risk and you may lose all you lend. See our Risk Statement for more information.

Sourced is the trading name of Wayni Limited which is an firm authorised and regulated by the Financial Conduct Authority (FCA) under firm registration number 656344. Sourced is not covered by the Financial Services Compensation Scheme (FSCS).

Wayni Limited is registered with the Office of the Information Commissioner (Reg. No. ZA280505). Wayni Limited is a member of The Property Redress Scheme (Membership No. PRS010227).

VAT Registration No. 278638449

2. How to become an Wayni P2P investor
   • You must register as an Wayni P2P Investor by completing a Investor Application on the Website to create your Online Account. We also allow you to complete a Lender Application in paper form. If you wish to do so, you can make a request through the Website for a paper form to be sent to you. Our use of the personal details you provide through the registration and investment process is subject to the terms of our Privacy Policy and clause 26.
   • You can use the Investor Application to lend money through the Wayni P2P Service for the first time or through an existing Online Account with us. The minimum investment and minimum account balance of cash and loan capital on your account is £10. If your account drops below this level, we may, at our discretion, close the account and pay the proceeds to you. We may increase the minimum account balance at any time upon providing you with one month’s prior written notice.
   • Your Lender Application will provide us with details of the P2P Portfolio you would like us to build for you. If we accept your application, we will provide you with your Online Account details.
   • You must provide us with the account details of the bank account from which you intend to make and receive payments (your Nominated Bank Account). Your Nominated Bank Account must be in the same name as the person who is registered with us and must be held with a bank or building society (“Credit Institution”) that is acceptable to us. We may accept or reject applications to create an Online Account at our absolute discretion.
   • If you want to add funds to your P2P Portfolio, sell all or part of your P2P Portfolio or request us to move money between your Wayni Client Account and your Nominated Bank Account, you can do this through your Online Account.
   • You may designate any part of the cash or loan capital on your account as being held in the account on behalf a person under the age of 18. Any cash or loan capital designated in that way remains your property and does not become the property of the person it is held for.

3. Service Availability and Access

3.1 Our Site is made available free of charge unless otherwise set out in the terms and conditions for Lenders and Borrowers.

3.2 We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. Access to our Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Site without notice. We will not be liable to you if for any reason our Site is unavailable at any time or for any period.

3.3 You are responsible for making all arrangements necessary for you to have access to our Site.

3.4 You are also responsible for ensuring that all persons who access our
Site through your internet connection are aware of these Terms and other applicable policies, and that they comply with them.

3.5 If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

3.6 We have the right to disable or suspend any user account, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

3.7 If you know or suspect that anyone other than you knows your username and/or password, you must promptly notify us by email at support@wayni.co

3.8 You are permitted to download and print content from the Site (including these Terms) solely for your own personal use or in the course of your business to the extent required to use the services provided on the Site. Site content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our prior express written consent.

3.9 If you print off, copy or download any part of our site in breach of these Terms, your right to use our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

4. Our Liability

4.1 Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

4.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Site or any content on it, whether express or implied.

4.3 We will not be liable to you for any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Site or in connection with the use, inability to use, or results of the use of this Site, any websites linked to it and any materials posted on it, including, without limitation any liability for:

4.3.1 loss of income or revenue;

4.3.2 loss of business;

4.3.3 loss of business opportunity;

4.3.4 loss of profits or contracts;

4.3.5 loss of anticipated savings;

4.3.6 loss of data;

4.3.7 loss of goodwill or reputation;

4.3.8 wasted management or office time;

4.3.9 any indirect or consequential loss or damage; and

4.3.10 for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable

4.4 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or to your downloading of any content on it, or on any website linked to it.

4.5 We assume no responsibility for the content of websites linked on our Site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

5. Intellectual Property

5.1 We own and you agree that we own all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other intellectual property rights existing in or relating to this Site and the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

5.2 No warranty is given that the contents of this Site do not infringe the rights of any third party.

5.3 You must not use any part of the content on our Site for commercial purposes without obtaining a licence to do so from us (or our licensors where applicable).

6. Indemnity

6.1 You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses suffered or incurred by arising out of or in connection with any breach by you of this agreement.

7. Viruses

7.1 We do not guarantee that our Site will be secure or free from bugs or viruses.

7.2 You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software.

7.3 You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.

8. Third Party Links and Resources on Our Site

8.1 Where our Site may contain links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those websites or resources.

9. Our Communications with You

9.1 When using our Site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information and updates by posting notices on our Site.

9.2 For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

10. Notices

10.1 All notices given by you to us must be given in writing, addressed to:

Wayni

24 A Wellesley Road

E11 2HF

London – UK

We may give notice to you at either the e-mail or postal address you provide to us.

10.2 Notice will be deemed received and properly served immediately when posted on our Site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

11. Waiver

11.1 If we fail, at any time, to insist upon strict performance of any of your obligations under these Terms or any other document referred to herein, or if we fail to exercise any of the rights or remedies to which we are entitled under the contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.

11.2 A waiver by us of any default will not constitute a waiver of any subsequent default.

11.3 No waiver by us of any of Terms will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 8 above.

12. Severability

12.1 If any of these Terms or any provisions of any other document featured on this Site are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the full extent permitted by law.

13. Entire Agreement

13.1 These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any contract.

13.2 We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them.

13.3 Each of us agrees that our only liability in respect of any representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.

13.4 Nothing in this clause limits or excludes any liability for fraud.

14. Variations and Amendments to these Terms

14.1 We have the right to revise and amend these Terms, from time to time. We may make such variations and amendments without your specific agreement if those variations and amendments, in our opinion, do not constitute a material change. We may not always be able to give you advanced notice of any updates, but we will post the current version of these Terms on the platform.

14.2 You will be subject to the policies and Terms in force at the time that you apply to become a member, unless any change to those policies or these Terms is required to be made by law or governmental authority (in which case you will be subject to those policies or terms and conditions as amended), or if we notify you of the change to those policies or these Terms before we send you your user account details (in which case we have the right to assume that you have accepted the change to the Terms, unless you notify us to the contrary within seven working days of receipt by you of the Services).

14.3 By continuing to use our Site, you agree to be bound by the most recent version of these Terms.

14.4 Please check this page from time to time, to take notice of any changes we make.

15. Law and Jurisdiction

15.1 These Terms shall be governed by and interpreted in accordance with laws of England and users of our Site, or its subject matter or formation (including non-contractual disputes or claims), irrevocable agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out, under, or in connection with these Terms.

15.2 This site is only intended for use by any overseas investor warrants that they agree with terms of this clause.

15.3 If you are resident in, or a citizen or national of, a jurisdiction outside the United Kingdom or who are nominee of, or custodian, trustee or guardian for, citizens or nationals of such jurisdictions, you have informed and satisfied yourself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with any Loans offered on our site and the Companies listed on this site. This includes the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties due in such jurisdiction.

15.4 It is the responsibility of any overseas investor to pay any tax, banking fees, currency exchange charges or any other costs associated with subscribing for shares listed on this site

16. Your Money
    • You will be required to transfer your loan commitments into the Wayni Client Account in order to enter into any P2P Loan. You can fund the Wayni Client Account by electronic transfer, direct debit or by debit card payment. We reserve the right to refuse to accept any particular funding transaction or to disable any particular funding method without notice in our sole and absolute discretion.
    • We may transfer P2P Loans to you before the amount you transfer has been received by us.
    • Payments will remain with your payment services provider until received by us in cleared funds. If the amount does not clear in full and is therefore not received into the Wayni Client Account within the standard clearing timeframes associated with the payment method you have used, we will re-transfer to other Lenders the P2P Loans that had been transferred to you and we will deduct from your account any associated interest paid to you.
    • We will claim and account for all repayments, interest and other payments or entitlements received and due to you and pay them into the Wayni Client Account. We will not mix money in the Wayni Client Account or the Trust Account with our own money. The name of the Wayni Client Account and the Trust Account shall make it clear that they are held for the benefit of our clients and that the proceeds of the account should not be paid out to our general creditors in the event of our insolvency.
    • No interest will be payable on your money held in the Wayni Client Account.
    • Any fees, charges or taxes will be deducted before paying the net proceeds of any amounts due to you into your Nominated Bank Account. Where we make a tax deduction (or any payment required in connection with that tax deduction) which is required under the relevant tax law (including withholding of the basic rate of income tax), we will provide you with a statement (or other reasonably satisfactory evidence) that such tax deduction has been made or an appropriate payment has been made to the relevant taxing authority.
    • After termination of your Online Account, we will repay all sums due to you into your Nominated Bank Account. If we are unable to trace you to make such payment within 6 years, having made reasonable attempts to do so, we may pay your money to a registered charity of our choosing.
    • If you wish to change your Nominated Bank Account, you may only do so to another account in your name with a bank or building society based in the UK.
17. Complaints

We endeavour to deliver a first-class service to our clients, but we recognise that there may be occasions when we fail to meet your expectations. If you have a complaint, then you can contact us through your Online Account by email at support@wayni.co If we are not able to resolve the complaint to your satisfaction, you may have rights to refer the complaint to the Financial Ombudsman Service. Further details are available from the Financial Ombudsman Service, at www.financial-ombudsman.org.uk. You may request a copy of our complaints-handling procedure at any time.

18. Fee and charges

Our fees are paid by Borrowers and we do not currently charge you for your use of the Wayni P2P Service. However we may introduce charges for exceptional transactions, provided that no such charges will be introduced retrospectively in relation to P2P Portfolios that were created before such charges were notified to you.

19. Conflict of Interest

We will ensure that any potential conflicts of interest that might arise between a Borrower and an Investor, or different Investors, are identified and managed effectively in accordance with our Conflicts of Interest Policies.

We maintain a Conflict of Interest Register to monitor and identify any possible conflicts which may arise in association with lending to Borrowers via the Platform. This is in keeping with our Conflict of Interest Policies.

20. Termination of your Online Account

• Your agreement with us pursuant to these Terms and Conditions shall come into effect on the date you register as an Wayni P2P Lender (by submitting a Lender Application and opening an Online Account) and will continue until you notify us via the Online Account or in writing, or we notify you, that your Online Account is to be closed. Such notification will take immediate effect, subject to the terms of this clause. You shall not be charged any fees or charges for closing your Online Account.
• You will not be capable of closing your Online Account at any time when you have an existing P2P Portfolio. Termination of these Terms and Conditions will not entitle you to withdraw from the P2P Loans to which you are committed unless we are able to sell your P2P Portfolio in accordance with clause 6 on your behalf.
• We may, at any time and at our discretion, prevent you from committing funds to new P2P Loans.
• We may, where we believe it to be desirable for legal or regulatory reasons or upon giving you at least 30 days’ written notice for any other objective reason, attempt to wind up your existing P2P Portfolio by selling your P2P Loan commitments to alternative Lenders.
• After all outstanding transactions (including in relation to Non-Performing Loans) have been completed we will provide you with a closing statement detailing the interest paid on your loans in the current tax or calendar year. Our responsibility for managing your Online Account and your P2P Portfolio will then cease entirely.
• Termination will not affect accrued rights or any contractual provision intended to survive termination.

21. Data protection

• You will be required to provide personal details and a password to register as a P2P Lender. These registration details and password are unique to your individual Online Account and are not transferable.
• Your registration details and password are how we identify you and so you must keep them secure at all times. You are responsible for all information and activity on the Platform by anyone using your details. If you authorise an agent, family member, employee or sub-contractor to use your Online Account, you will be responsible for their activity on the account. 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 your instructions where we suspect that the person logged into your Online Account is not you or we suspect illegal or fraudulent activity or unauthorised use.
• You agree not to adapt or circumvent the systems in place in connection with the service, nor access our systems other than by using the credentials transferred to you and by following the instructions that we have provided for that type of connection.
• Our use of your data will be subject to our Privacy Policy, which is available to view here: com/privacy