TERMS AND CONDITIONS
1.1. Tutasa Ltd (“Tutasa”, “us”, “we”) is a limited company registered in England and Wales, number 09765323. Our registered office address is 14 Lindisfarne Road, London, England, SW20 0NW.
1.2. We provide a platform for the purpose of matching borrowers with lenders (the “Tutasa Customers”) to facilitate the arrangement of credit agreements between Tutasa Customers (the “Platform”) via tutasa.com (and any related top-level domains) (the “Website”).
1.3. Each lender who lends to a borrower via the Platform will enter into a bilateral agreement between themselves as lender and the applicable borrower in an amount as agreed in accordance with these Lender Terms (“Loan Contract”). Any agreement under which the terms of one or more Loan Contracts are documented and the aggregate of such Loan Contracts will be referred to as the “Loan Agreement”. Lenders can be individuals or corporate bodies. Borrowers can only be individuals.
1.5. These Lender Terms (the “Terms”) set out the terms and conditions relating to your use of the Platform as a lender and your relationship with Tutasa and should be read in conjunction with the Website Terms. These Terms apply to you equally whether you are lending on the Platform as an individual or as an incorporated body. Some lenders on the Platform will be offered the opportunity to participate otherwise than on the basis of these Terms. These Lender Terms should be read in conjunction with the addendum relating to your specific jurisdiction in which you reside (“Jurisdiction Terms”).
1.6. You are not allowed to transfer to anyone else any of your rights or obligations under these Terms or under any credit agreements for which you act as lender other than in accordance with these Terms or with Tutasa’s prior written consent.
1.7. These Terms are governed by the laws of England and Wales and the courts of England and Wales will have non-exclusive jurisdiction in relation to any and all disputes arising from them. If we have a dispute regarding your use of the Website or these Terms, the courts will use English law to determine that dispute, and you and we will submit to the non-exclusive jurisdiction of the English courts. However, if you are using these Terms as a consumer and you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a consumer and a resident of Scotland, you may also bring proceedings in Scotland. If you are using these Terms as a consumer and you are not a resident of the United Kingdom you will not be deprived of any more favourable mandatory laws in your own jurisdiction.
1.8. If any provision of these Terms is or becomes illegal, invalid or unenforceable that will not affect the legality, validity or enforceability of any other provision of these Terms.
1.9. All repayments under a Loan Contract will be made by the relevant borrower to the relevant lender without deduction of any applicable tax. It is your responsibility to account for any applicable taxes and other corporate or personal taxes that may be payable by you to the appropriate authorities.
1.10. The information on the Platform does not constitute advice, recommendation or an endorsement by us of Lending Offers or borrowers. If you have any questions on whether a loan is a suitable investment or any concerns you should obtain appropriate independent advice. The information is not intended to be relied upon as a sole basis for deciding whether or not to commit to lending via the Platform. The content and material available via the Platform is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to participate in any particular loan or loans or otherwise buy or sell investments, securities or any other financial services or banking product. If you are unsure about whether a participation in a loan is suitable you should contact an independent financial adviser.
1.11. Any calculations, forecasts or estimates provided in or pursuant to these Terms are provided on a best estimate basis.
1.12. In the event of any conflict or inconsistency between:
a) the Website Terms; and either
b) these Terms, the Jurisdiction Terms or any Loan Agreement,
the latter will prevail and take precedence.
1.13. In the event of any conflict or inconsistency between:
a) these Terms and the Jurisdiction Terms; and
b) any Loan Agreement,
the latter will prevail and take precedence.
1.14. In the event of any conflict or inconsistency between:
c) These Terms; and
d) the Jurisdiction Terms,
the latter will prevail and take precedence.
2. APPOINTMENT OF TUTASA AS YOUR AGENT
2.1. By agreeing to these Terms, you are appointing Tutasa as your exclusive agent to act in all matters relating to the origination, negotiation, administration and management of your Auto Matched loans, including:
a) conducting credit and affordability checks on prospective borrowers to determine their creditworthiness and to agree the amount, term and rate at which they can borrow;
b) communicating any offers to lend on the Platform to other Tutasa Customers;
c) negotiating, agreeing and executing on your behalf any agreements relating to Auto Matched loans, for example, the relevant Loan Contract and/or applicable security documents;
d) upon an Auto Matched loan being agreed, advancing the amount of credit to the borrower;
e) collecting all payments of capital and interest due under the terms of your Auto Matched loans;
f) communicating with borrowers in relation to your Auto Matched loans and receiving any notices or communications borrowers send in relation to your Auto Matched loans;
g) keeping and maintaining all records relating to your Auto Matched loans;
h) responding to any complaints or disputes in respect of your Matched and Auto Matched loans;
i) conducting negotiations during the term of your Auto Matched loans, for example, those relating to early repayment;
j) following the service of any legally required notice, terminating any of your Auto Matched loans and notifying the borrower of any such termination;
k) beginning and/or conducting any enforcement action against a borrower in relation to any of your Auto Matched loans, for example if they fail to make payments; and
l) entering into any transfer agreements (or sending notices in relation to them) on your behalf in order to transfer the benefit of all or part of any of your Auto Matched loans, to another Tutasa Customer, Tutasa itself or a third party (including debt collection agencies) in accordance with these Terms.
2.2. Tutasa is subject to various laws, rules and regulations and actions taken by Tutasa on your behalf or on behalf of other Tutasa Customers are at all times subject to such laws, rules and regulations.
2.3. You agree that:
a) Tutasa may appoint an agent to perform its duties in accordance with clause 2.1 in the relevant jurisdiction where permitted in accordance with Applicable Laws; and
b) Tutasa, or any agent acting for or on behalf of Tutasa, can appoint a third party service provider to perform Tutasa‘s duties in the relevant jurisdiction under these Terms, either temporarily or permanently, partly or in full.
In circumstances where such an appointment is made, any rights or obligations in these Terms which relate to Tutasa will become the rights and obligations of the appointed third party.
2.4. You agree to be bound by the terms of any Auto Matched loans entered into on your behalf and any amendments to those terms as agreed by Tutasa. You understand that by lending through the Platform, you can lose money if one or more borrowers fail to repay their loans.
2.5. At the conclusion of each tax year, Tutasa will make available for you a statement detailing your transactions from the preceding year, including details of any interest earned. Despite the fact of Tutasa retaining and paying taxes on your behalf on certain jurisdictions, it is your responsibility to account for any taxes relating to your use of the Platform and any interest earned. The tax you have to pay is dependent on your individual circumstances and may be subject to change in the future. If you are in doubt, you should seek independent advice.
3. DEPOSITING FUNDS
3.1. To place a lending offer you must first credit your Tutasa Account by transferring funds via bank wire to your virtual wallet (a “wallet”) linked to your Tutasa Account. Such funds will be held by Tutasa or any appointed partners in the form of a related group company (an “appointed partner”) in a client money bank account in accordance with your specific Jurisdiction Terms.
3.2. Following the receipt of funds into your wallet, we will credit your Tutasa Account with the received funds. Once a borrower’s request to borrow money via the Platform is Auto Matched to you we will show the loan amount you have offered as having been debited from your Tutasa Account and credited to the borrower’s Tutasa Account. Tutasa or any appointed partners will then debit your wallet and credit the borrower’s wallet with the corresponding amount.
3.3. To withdraw funds from your Tutasa Account which have not been lent on the Platform (or allocated to be lent), you must log into your Tutasa Account and transfer the funds via your Tutasa Account from your wallet to your bank account and provide any further information requested by Tutasa or its appointed partners. The reimbursement request becomes irrevocable once you have clicked on the validation button.
3.4. When you pay money into your wallet, you are confirming that you are authorised to do so. You will make such payments in good faith and will not attempt to reverse a payment made into your wallet or take any action which will cause such a payment to be reversed by a third party.
3.5. You can transfer funds to Tutasa wallet by:
a) making a bank transfer; or
b) a debit card payment or credit card payment,
and you will be responsible for the costs of such transfer or payment.
3.6. We can at any time, after giving you reasonable notice of our intention to do so, set off any sums owed by you to Tutasa or to a Tutasa Customer against any funds held in a Tutasa account in your name.
4. AUTO MATCHING
4.1. You can lend money on the Platform by choosing a product which automatically lends your money against certain parameters advertised on the Website (“Auto Match Product”). Such parameters will include the amount you want to lend, the potential return on investment and the term of your commitment. The Auto Match Products can be differentiated by offering different indicative rates of return (“Auto Match”, “Auto Matching” or “Auto Matched”).
4.2. There is more information on the Website which explains how to lend money at our Frequented Asked Questions.
4.3. You can choose one of several Auto Match Products on offer via the Website. The higher the return on an Auto Match Product, the higher the risk relative to the other Auto Match Products. By choosing an Auto Match Product, you agree that we can make offers to lend to borrowers on your behalf in respect of all monies standing to the credit of your Tutasa Account and which you have allocated to the specific Auto Match Product, provided that the relevant parameters of your chosen Auto Match Product are met (“Lending Offer”). Once the relevant parameters are met, the Platform will automatically match your Lending Offer with requests to borrow by borrowers (“Loan Request”).
4.4. The acceptance of your Lending Offer and the other lenders’ Lending Offers (if any) via the Platform creates a Loan Contract for each lender, which is a separate, direct contractual relationship between you as a lender and the relevant borrower. The aggregate of such Loan Contracts forms the Loan Agreement entered into on your behalf by Tutasa acting as agent.
4.5. The net internal rate of return linked to the Auto Match Product you select when you make an offer to lend is the annualised expected rate, once your loan has been Auto Matched and the corresponding Loan Agreement has been drawn down, which assumes:
a) your money is not repaid early, in part or in full; and
b) full re-investment of all repayments at the same rate and term.
4.6. Lending Offers are Auto Matched first by loan duration, then by rate, first come first serve. However, any funds that are designated to be re-invested by lenders into an Auto Matched Product at the time of initial investment may be given priority in such order and as advised from time to time on the website.
4.7. Once a Lending Offer has been accepted, you will be bound by the terms and conditions of the resulting Auto Matched loan. You will not be able to amend, cancel or withdraw from that loan otherwise than in accordance with these Terms.
4.8. Instead of Auto Matching you to a new loan, we are irrevocably authorised to match you to a borrower with an existing loan, where applicable, in accordance with clause 5.
4.9. When you choose an Auto Match Product, you can be assigned or matched with all or part of a loan.
4.10. You will have the option to confirm via your Tutasa Account whether any repayments you receive in respect of your Auto Matched loans, including monthly repayments, overpayments or settlements paid by the borrower, will (subject to the amounts received reaching our minimum order amount from time to time) be automatically re-invested.
4.11. You can change the way your funds are re-invested (including specifying that they are not re-invested at all), by altering the re-investment settings in your Tutasa Account. Any changes to your re-investment settings normally take effect immediately but can take up to 24 hours to be activated.
4.12. We will not advise you or make any personal recommendation in choosing an Auto Match Product. You are solely responsible for making your own independent appraisal and investigation of the risks of the investment. If you require specialist advice, you should consult your own appropriately qualified advisers.
4.13. We will not be responsible for the suitability of any Auto Match Product for you or any purpose for which you subscribe for it. You should consider carefully the terms of the risk disclosure information found on the Website before making a Lending Offer.
4.14. We may determine, at our absolute discretion, when our Platform or any part of it is open and can close the Platform or any part of it at any time. We are not obliged to accept any Auto Match Product.
5. THE LOAN AGREEMENT
5.1. Once you have been Auto Matched, you automatically enter into a Loan Contract with the borrower for the loan. Other lenders who have Auto Matched with such borrower will also enter into separate loan terms with the borrower for the fully funded loan amount. Your money is then transferred from your Tutasa Account to the Tutasa Account of the borrower. The loan documentation will be bespoke for each transaction and the terms of the Loan Contract will be contained in the Loan Agreement.
5.2. Interest on the loan will be calculated from the date on which the Loan Agreement is entered into and paid at the times specified in the Loan Agreement.
5.3. Upon a Loan Request achieving its target funding level and subject to the borrower entering into a Loan Agreement, we will debit the Auto Matched amount from each lender’s Tutasa Account and credit the Tutasa Account of the relevant borrower for the same amount, less an amount of any fees owed by the Tutasa Customer and Contingency Fund under these Terms or the Loan Agreement (together, “Fees“).
5.4. We will facilitate the receipt of payments from the borrower into your Tutasa Account in respect of interest and repayments which are due to each lender in connection with the terms of any relevant Loan Contract.
5.5. We will show any interest and repayments as having been debited from the borrower’s Tutasa Account and credited to your Tutasa Account. Tutasa or its appointed partners will then debit the borrower’s wallet and credit your wallet with the corresponding amount. Interest will be paid gross to each lender, and each lender will be responsible for accounting for and paying any taxes due on such interest.
6.1. Each Loan Agreement is unsecured in accordance with the additional terms in relation to your specific Jurisdiction Terms. For more information as to how the Loan Agreements can be enforced please read the applicable terms.
7. DEFAULT AND ENFORCEMENT
7.1. If the borrower misses a payment or only partially pays the amount due to you as the lender, we or a collections agency nominated by us (the “Collections Agency“), acting on your behalf, will contact the borrower to attempt to collect an amount equivalent to the outstanding payment and any additional fees and charges due under the relevant Loan Agreement.
7.2. You as lender acknowledge that it is possible that the proceeds (if any) recovered as a result of any recovery and enforcement activity specified in these Terms may not be sufficient to discharge all the relevant borrower’s obligations to you. In that case, you will only be entitled to recover a share of any recovery proceeds, subject to deduction of the costs of recovery, according to the proportion that the loan amount under your Loan Contract represented to the total loan amount borrowed by that borrower.
7.3. Any collections made by Tutasa or an applicable Collections Agency will be made in accordance with the Jurisdiction Terms where the borrower is resident.
8. DEFAULT INTEREST AND DEFAULT FEES
If an event of default occurs under and as defined in a Loan Agreement, a default fee as set in the Loan Agreement will be payable by the borrower to us to cover our administrative costs, and default interest will accrue on the loan from the date on which the event of default occurs until the date on which the event of default is waived or remedied.
9. CANCELLATION OF LOANS
9.1. You cannot cancel an existing Auto Matched Loan already matched or signed-off. You can contact Tutasa’s customer support for possible sell out alternatives.
10. REPRESENTATIONS AND WARRANTIES
10.1. By agreeing to these Terms, you represent and warrant to us that:
a) all information you provide to us is true and accurate in all respects;
b) you are entering into these Terms and each Loan Contract as principal and not on behalf of any third party; and
c) execution, delivery and performance of these Terms, each Loan Contract and (where applicable) each security document will not violate any law, ordinance, charter, by-law or rule applicable to you or the grantor of the same, or any other agreement by which you or such grantor are bound or by which any of your or their assets are affected.
11. CONTINGENCY FUND
11.1. To provide protection to Tutasa Customers lending through the Platform, Tutasa and/or its appointed partners set aside funds as a provision against projected borrower defaults (the “Contingency Fund“). The Contingency Fund is funded by each borrower.
11.2. The Contingency Fund may also be used to pay costs not otherwise covered in the terms of the Loan Agreement, but only where necessary to prevent a future default and/or to achieve the best outcome for both the lender and borrower.
11.3. If there is money in the Contingency Fund, Tutasa will pay the lender the capital of all loans, plus the first two interest repayments in case of borrowers’ defaults, within 5 days of the repayment due date.
11.4. If a payment becomes due under the terms of any of your Loan Contracts and is not paid by the borrower, the Contingency Fund will automatically make a payment to you on the borrower’s behalf. If this happens, you agree that any right you had against the borrower in respect of that payment will be transferred to the Contingency Fund. The Contingency Fund may then seek to recover the payment from the borrower for its own account.
11.5. If at any stage during the term of a Loan Agreement, we reasonably believe that future payments due are not likely to be received in accordance with terms of the Loan Agreement or at all, we may use the Contingency Fund to settle a Loan Agreement in full. This may occur, for example, if there is a significant change to the borrower’s circumstances or if a borrower repeatedly fails to make payments on time. If this happens, you agree that the entire benefit of your Loan Contract will be transferred to the Contingency Fund and you will have no right to any payments subsequently received from the borrower.
11.6. You can see real-time financial information about the Contingency Fund on Tutasa website.
1.1. Tutasa Ltd (“Tutasa”, “us”, “we”) is a limited company registered in England and Wales, number 09765323. Our registered office address is 14 Lindisfarne Road, London, England, SW20 0NW.
1.2. We provide a platform (the “Platform”) via tutasa.com (and any related top-level domains) (the “Website”). The purpose of the Platform is to facilitate the arrangement of credit agreements (“Loan Agreements”) between borrowers and lenders. Lenders can be individuals or corporate bodies. Borrowers can only be individuals.
1.4. We can make changes to these Terms, the Lender Terms, the Jurisdiction Terms and/or to the way we operate the Website or Platform from time to time and will take reasonable steps to bring any material changes to your attention. If you do not agree to these Terms or to any changes made to them, you must not use, and must cease using, the Website and the Platform.
1.5. These Terms are governed by the laws of England and Wales and the courts of England and Wales will have non-exclusive jurisdiction in relation to any and all disputes arising from them. If we have a dispute regarding your use of the Website, the Platform or these Terms, the courts will use English law to determine that dispute, and you and we will submit to the non-exclusive jurisdiction of the English courts. However, if you are using this Website as a consumer and you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a consumer and a resident of Scotland, you may also bring proceedings in Scotland. If you are using this Website as a consumer and you are not a resident of the United Kingdom you will not be deprived of any more favourable mandatory laws in your own jurisdiction.
1.6. If any provision of these Terms is or becomes illegal, invalid or unenforceable that will not affect the legality, validity or enforceability of any other provision of these Terms.
1.7. 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 of these Terms.
1.8. These Terms apply to your use of the Website and the Platform generally and unless otherwise stated apply equally to lenders and borrowers.
1.9. These Terms and conditions apply howsoever you decide to access the Platform (including through the Website or through any mobile device application).
1.10. If you are lending through the Platform, these Terms should be read in conjunction with the Lender Terms and the Jurisdiction Terms which will be presented to you for acceptance before you deposit funds to lend or, for corporate lenders, with any terms individually negotiated with us.
1.11. If you are borrowing through the Platform, these Terms should be read together with the terms and conditions contained in your Loan Agreement and ancillary documents.
1.12. If you have any questions about these Terms, please contact our Customer Services team via our Website or by email at [email protected]
2. ACCESS TO AND USE OF THE WEBSITE
2.1. We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. Access to the Website is permitted on a temporary basis and we may need to suspend access to the Website, or any part of it, without notice where we are required to do so by any Applicable Law or where the Website is unavailable through no fault of our own. In other circumstances we will give you at least 14 days prior notice by posting such notice on the Website before it will be unavailable.
2.2. We will not be liable to you if, for any reason (other than our negligence, breach of contract, wilful default or fraud), the Website is unavailable at any time or for any period.
2.3. You are responsible for making all arrangements necessary for you to have access to the Website.
2.5. You will not access or use the Website or the Platform except for their intended purpose and will not attempt to:
a) gain unauthorised access to, make unauthorised alterations to, or introduce any kind of malicious code to the Website, the Platform or Tutasa by any means;
b) reverse engineer or decompile (whether in whole or part) the Platform or any software available through the Website;
c) make copies, modify, reproduce, transmit, alter or distribute all or any part of the Platform or Website or any material or information contained in them, other than as permitted by law;
d) use the Website or Platform for any purpose that is unlawful under any Applicable Law (as defined in clause 8 below);
e) use the Website or Platform to commit any act of fraud;
f) use the Website or Platform to simulate communications from us or another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’); or
g) use the Website or Platform in any manner that disrupts their operation.
2.6. You will not disguise or interfere in any way with the IP address of the computer you are using to access the Website or otherwise take steps to prevent us from correctly identifying the actual IP address of the computer you are using whilst accessing the Website.
2.7. The Website may contain hyperlinks or references to third party websites. Any such hyperlinks or references are provided for your information and convenience only. We have no control over third party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party website does not mean that we endorse that third party’s website, products or services. Your use of a third party site will be governed by the terms and conditions of that third party site.
2.8. We do not guarantee that the Website will be secure or free from bugs or viruses.
2.9. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website and the Platform. You should use your own virus protection software.
3. YOUR TUTASA ACCOUNT
3.1. By making an application to borrow or registering as a lender on the Platform, you agree and confirm:
a) all the information you have provided is accurate and correct and you are the person whose details you have provided;
b) you can enter into a legally binding agreement with us;
c) you will only use the Platform for lending or borrowing purposes as envisaged by these Terms, Lender Terms and the applicable Jurisdiction Terms or Loan Agreement;
d) you have provided a current address, telephone number and e-mail address and will notify us immediately if your contact details change;
e) in the case of an individual, you are 18 years of age or over and capable of taking responsibility for your own actions;
f) in the case of a company, you are duly authorised to act on its behalf;
g) as Lender, you hold a current account at a bank or building society; and
3.2. You must provide us with all information requested during the application process and comply with all our identification and anti-money laundering requirements to enable us to comply with all laws, regulations, rules and regulatory guidance applicable to the Platform.
3.3. We reserve the right, in our sole discretion, to refuse to register you as a member of the Platform for any reason.
3.4. When you register as a lender or apply to borrow on the Platform you will be given a Tutasa account (“Tutasa Account”) with a secure password. You agree to keep your password and Tutasa account details strictly confidential and you must not disclose them to any third party. You agree to protect them in the same way as you would details of your bank account or your bank cards. Any failure to do so will be at your sole risk and expense.
3.5. You agree that we are entitled to assume all correspondence, orders, transfers and instructions made by reference to your password and account number are made by you. You agree to inform us immediately by e-mail and by telephone if you know or suspect that any of your account information or password has been compromised or are being misused so that we may suspend your account.
3.6. We have the right to disable any Tutasa Account or password at any time if, in our reasonable opinion, you have failed to comply with any material provisions of these Terms.
4.1. As a lender, various fees will be payable to Tutasa and its affiliates for their roles in arranging loans and administering the Platform. Such fees are available to view via our Website and may vary depending on the country you operate.
4.2. As a borrower, various fees will be payable to Tutasa and its affiliates for their roles in arranging loans and administering the Platform. Such fees will be disclosed to you prior to you committing to borrow money via the Platform.
4.3. We can waive or offer discounts on any of our fees to any person at any time in our sole and absolute discretion, taking into account our regulatory obligations at all times.
4.4. We can change any of our fee rates from time to time to reflect legitimate cost increases or reductions in operating the Platform or providing any services under these Terms or the Lender Terms. We will give you at least 30 days’ notice of any change in our fees in accordance with Clause 1.4. Any such changes in fees will only affect borrower requests and Loan Agreements made on and after the date on which the change is stated to take effect.
4.5. All fees are exclusive of any applicable taxes, for which the person paying the relevant fee will be liable.
5. DATA ACCURACY AND ERRORS
5.1. You agree to inform us as soon as possible if any information provided by you or contained in your Tutasa Account changes and/or if you become aware of any errors with respect to your Tutasa Account.
5.2. The content on the Website is provided for general information only and is not intended to amount to advice on which you should rely. Although we make reasonable efforts to update the information on the Website, we make no promises that the content on the Website is accurate, complete or up to date.
5.3. We reserve the right to remove from the Platform any Lending Offers which are the subject of any error or for any other reason.
6. INTELLECTUAL PROPERTY
6.1. We are the licensee of all intellectual property rights in the Website and the Platform and in the material published on them. These works are protected by copyright laws and all such rights are reserved.
6.2. The Tutasa logo is a trade mark of Tutasa Ltd. Tutasa Ltd is the sole owner of the same. You will not make any unauthorised use of the Tutasa trade mark and any unauthorised use can result in legal action being taken against you.
6.3. Tutasa.com is the uniform resource locator (“URL“) of our company. You will not make any use of this URL (or any other URL owned by us) on another website or digital platform without our prior written consent.
6.4. Tutasa owns all rights in any price data and related content on the Platform. Your registration and use of our Platform does not transfer any rights to the content and related intellectual property rights contained in our Platform. Except as otherwise permitted by law, you agree not to monitor, use or copy our web pages or any content on the Platform, including without limitation, any price data without our prior consent. Any unauthorised use or reproduction can be prosecuted.
6.5. Any data licensed to Tutasa from third parties is provided for use on the Website only and may not be used for any commercial purposes without the consent of such third parties.
7. OUR LIABILITY TO YOU
7.1. Nothing in these Terms excludes or limits either our, or your, liability for fraud (including fraudulent misrepresentation or concealment), breach of contract, wilful default, negligence or any other liability which cannot be lawfully excluded or limited (including any liability with respect to death and personal injury resulting from our negligence, or that of our employees, agents or subcontractors). Nothing in these Terms will limit our liability owed by us to you under Applicable Laws
7.2. We can’t guarantee that this Website will be:
a) compatible with all or any hardware and software which you use;
b) available all the time or at any specific time; or
c) accurate and up to date.
7.3. We provide a service and platform to facilitate access to finance. The content and material available via the Platform is for informational purposes only and should not be regarded as an offer, solicitation, invitation, advice or recommendation to buy or sell investments, securities or any other financial services or banking product. If you are unsure about whether a product is suitable you should contact an independent financial adviser.
7.4. Any liability arising out of a breach of these Terms will be limited to any loss or damage that is a reasonably foreseeable consequence of such a breach and which arises directly from the actions of the defaulting party. Neither party shall be liable for any loss of profits, sales business or revenue.
7.5. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with your:
a) use of, or inability to use, the Website and/or the Platform; or
b) use of or reliance on any content displayed on the Website and/or the Platform,
except where such liability arises as a result of our breach of contract, negligence or fault.
7.6. We will not be liable for any loss or damage that you may suffer because of any abnormal or unforeseeable circumstances outside our reasonable control which would have been unavoidable despite all efforts to the contrary, for example, delays or failures caused by problems with another system or network, any breakdown or failure of transmission, communication, data processing or computer facilities, mechanical breakdown, an act of state or government, war, riot or terrorism, any act of God, the suspension of any market, postal or other strikes or similar industrial action or any prevention from or hindrance in obtaining any materials, energy or other supplies necessary for the performance of our obligations under these Terms.
7.7. We use industry standard techniques to protect our Website from viruses and attacks but cannot guarantee that our Website will be free from viruses or other malicious software. 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 infects your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or on any Website linked to it.
7.8. We will have no liability for not displaying on the Website, for withdrawing or for not matching with any prospective lender or borrower, any offer to lend or application to borrow which you submit to us.
8.1. Tutasa and you will keep confidential and will not disclose to any third party any information that is marked or otherwise indicated as being confidential, except information that any of us is bound to disclose under any related amendment, re-enactment, subordinate legislation and regulations (“Applicable Law“) or by order or request of any regulatory authority or by a court of law, or to our respective professional advisers for the purposes contemplated in these Terms, or in our cases, where disclosure is necessary to exercise any of our rights or perform any of our obligations under these Terms.
9.1. We can terminate the Terms by notice in writing to you at any time in the event that:
a) you are in material breach of any term of these Terms; and/or
b) you breach any term of any Loan Agreement or related agreement to which you are a party; and/or
c) we suspect that you have used the Platform or the Website, or intend to use the Platform or the Website, for the purpose of an illegal activity.
9.2. You can terminate these Terms by providing 7 days’ written notice to us, provided you have no Lending Offers outstanding or borrowers’ requests to borrow money via the Platform open to offers on the Platform at the time of your request.
9.3. On termination of these Terms, any of your funds linked to your Tutasa Account will, subject to any restriction under Applicable Law, be returned to you.
9.4. Following termination of these Terms, we will provide you with limited access to the Website and your Tutasa Account for a period of 7 days to download any of your user content or information relating to loans made by or to you via the Platform. Upon the expiry of that 7 day period, your access to your Tutasa Account and the Platform will be terminated and we will have no obligation to store or provide you with access to any information relating to your activity on the Platform.
10.1. We can link to other websites which are not within our control. Once you have left our Website, we cannot be responsible for the content of other websites or for the protection and privacy of any information which you provide on these websites. Please note that these websites have their own privacy policies and website terms and conditions. We do not accept any responsibility or liability for these policies, nor do we endorse the content of these websites. Please check their privacy policies and their website terms and conditions when you visit them and before you submit any personal data to these websites.
10.2. You may link to this Website from another website without our consent in writing if you:
a) link only to the homepage of the Website at tutasa.com (or any URL we own);
b) don’t create frames or any other border around the Website;
c) comply with all relevant laws and regulations on the website or platform you are linking from; and
d) don’t imply that we endorse or are associated with your (or any other) website, product or service.
10.3. You may not link to this Website from another Website which contains inappropriate or distasteful content which reflects badly on us.
10.4. We reserve the right to withdraw linking permission without notice.
11.1. We consider a complaint as being defined as an expression of dissatisfaction made by you in relation to any of the services we provide. In the event that you make a complaint, we will make every effort to rectify the problem as soon as practicably possible. If you have any complaint about this Website or any of the services we provide, you should contact our complaints department via [email protected] and we will try and resolve it as soon as possible.
11.2. If you feel that your complaint or grievance has not been dealt with satisfactorily, you may have the right to take your complaint to your applicable regulator. Please check your specific Jurisdiction Terms for more information.
12.1. The provisions of these Terms are personal to you and you cannot assign or transfer any of your rights or obligations under these Terms.
12.2. We can assign our respective rights and obligations under these Terms.
ARGENTINA JURISDICTION TERMS
1.2. Capitalized terms not defined in these Jurisdiction Terms shall have the meaning ascribed to them in the Terms.
II. GRANTING OF THE LOANS. SPECIAL POWER OF ATTORNEY
2.1. The funds deposited by the Lenders in their TuTasa Accounts will be allocated by means of the Auto Match procedure.
2.2. The Loan Agreements will be executed by TuTasa UK on behalf and for the benefit of the Lenders. For that purpose, TuTasa UK has designated TuTasa AR S.A, a company duly organized under the laws of the Republic of Argentina on 14 of July 2016, and registered before the Public Registry of Commerce (Inspección General de Justicia) on 22 of September 2016, under number 18070, Book 81, as its exclusive agent in the jurisdiction of the Republic of Argentina (“TuTasa Argentina”).
2.3. For TuTasa Argentina to be able to execute the Loan Agreements on behalf and for the benefit of Lenders, in relation to these Jurisdiction Terms, the Lender grants a special power of attorney in favor of TuTasa Argentina so that it may, on behalf of the Lender: (i) through the Platform and by Auto Matching, select one or more borrowers; (ii) enter into with one or more borrowers one or more Loan Agreements; (iii) perform all acts aimed at collecting and recovering the loans and their accessories, including the possibility to claim collection thereof in court or out of court; (iv) assign the loans to third parties in the conditions it deems appropriate; and (v) perform any other act as may be necessary for the effective performance of its mandate, for the benefit of the Lender (the “Power of Attorney”).
2.4. The Power of Attorney will be irrevocable for as long as there are funds available in the Lender’s TuTasa Account not applied to an outstanding Loan Agreement.
2.5. The Power of Attorney may be substituted by TuTasa Argentina in favor of TuTasa UK and/or any other company controlled by it or by its subsidiaries and affiliates in any part of the world.
III. NATURE OF TUTASA’S FUNCTIONS
3.1. As TuTasa Argentina will only act as proxy for the Lenders, who will assume the whole risk of the Loan Agreements, directly benefiting themselves with the interest thereof, the Lender does not assume the capacity of depositor.
3.2. In view of the above, TuTasa’s activity will not be considered financial intermediation, public savings collection or a public offering of securities, nor will it imply the creation of a mutual fund.
IV. CONTINGENCY FUND
4.1. As set forth in Section 11 of the Lender Terms, a Contingency Fund will be created as a provision against projected borrower defaults.
4.2. The Contingency Fund is not a guarantee and it does qualify as an insurance agreement under Insurance Law No. 17,418, as amended or supplemented.
5.1. Notwithstanding the provisions of Section 4 of the Terms, TuTasa UK may debit from each Lender’s TuTasa Account , as a fee, an amount of up to 10% of the amount lent by the Lender under each Loan Agreement.
5.2. Fees will be informed on the Website and on the Platform, and TuTasa UK is authorized to update them from time to time. For that purpose, it shall publish the new fees on the Website and on the Platform with at least 60 days’ notice before the effective date thereof. Any changes in fees which are economically more beneficial for the Lender – due to a reduction in the values agreed upon – do not require prior notice.
VI. PERSONAL DATA
6.1. Pursuant to the Personal Data Protection Law No. 25,326, the data furnished by the Lenders as from the date on which the Subscription Application is made, will be incorporated to TuTasa Argentina’s database.
6.2. The data processed will be stored by TuTasa Argentina, with domicile at Avenida Belgrano 863, 10th Floor, City of Buenos Aires.
6.3. The Lender is not required to provide to TuTasa Argentina the data requested in the Website forms. However, some of the data requested may be indispensable to carry out the services offered and if they are not provided, TuTasa Argentina will be prevented from rendering such services. In all cases, the Lender will be informed regarding which are the indispensable data for the provision of such services.
6.4. The Lender expressly consents to have all data processed for the provision by TuTasa Argentina of the services described in the Website, including, without limitation: (i) credit analysis for the granting of the loans; (ii) Know-Your-Client (KYC) and Compliance reviews; (iii) enhancing users’ browsing and experience in the Platform; (iv) diagnosing problems and dealing with disputes; (v) monitoring that contents are in line with the Terms and these Jurisdiction Terms; and (vi) offering marketing messages, releases and relevant offers.
6.5. For the purposes of paragraph (vi) of the preceding section, the Lender expressly authorizes TuTasa Argentina to transfer its data to financial companies prequalified by TuTasa Argentina located in Argentina so they send their special offers and promotions.
6.6. All personal data will be treated with the adequate degree of protection, for which all necessary security measures will be taken to avoid their alteration, loss, treatment or any unauthorized access thereto by third parties.
6.7. The Lender, as owner of the personal data, has the power to exercise the right to access to them free of charge at intervals of no less than six months, unless it can prove that there is a legitimate interest for such purpose as set forth in Section 14, sub-section 3 of the Personal Data Protection Law No. 25,326.
6.8. The National Agency of Personal Data Protection (Dirección Nacional de Protección de Datos Personales), Enforcement Authority of Law No. 25,326, has the power to process the claims filed in connection with the nonperformance of the rules on personal data protection.
The person responsible for the database is Alfonso Reissig. Upon sending an application to TuTasa Argentina, with domicile at Avenida Belgrano 863, 10th Floor, City of Buenos Aires, or by e-mail to [email protected], the owner of the personal data shall be able to exercise the rights set forth in Section 6 of the Argentine Personal Data Protection Law No. 25,326. These include the right to obtain a confirmation of the existence of the personal data, their storage address and the identity of the person responsible for the personal data, to receive information on the source of the data and on the logics and purposes of their storage; to obtain the deletion, anonymous transformation or blockade of any information unlawfully processed; to update, correct, or if necessary, enhance data; to oppose to the processing thereof, for legitimate reasons; to oppose to the use of data for commercial, advertising or marketing information purposes. Requests relating to the right to access to the personal data shall be resolved within a maximum term of ten (10) calendar days after the request is received. Requests relating to the rectification, deletion or update of personal data shall be resolved within a maximum term of five (5) days after the requests are received. All other requests shall be answered within forty eight (48) hours after the request is received. In all cases upon receipt of the request the user shall be sent a receipt confirmation by e-mail.
7.1. TuTasa Argentina and the Lender establish domicile at the addresses specified in the following section. Such domiciles may not be changed without the relevant party first notifying such change in writing to the other parties, provided the new domicile is established within the territory of the Republic of Argentina.
7.2. The parties shall make all communications, summons, demands, claims, and court or out-of-court notices to be served between the parties shall be made to the following addresses (except Lenders, who will establish special domicile in the respective subscription application):
To TuTasa Argentina:
TuTasa AR S.A
Torre Bellini. Esmeralda 950, C1007ABL CABA, Argentina.
To the Lender:
The address specified in the Subscription Application, as same may be updated through the Platform
7.3. The Lender authorizes TuTasa Argentina to discount any amount payable on account of any stamp tax imposed on the Terms and/or these Jurisdiction Terms from the Lender’s return on investment, if TuTasa Argentina deems it appropriate.
7.4. The legal declaration of nullity of one or more provisions of these Jurisdiction Terms will not affect the validity of the remaining provisions hereof, which shall remain in full force and effect. In that case, the parties shall seek alternatives allowing, to the extent permitted by law, to achieve the purposes and spirit of the provisions declared null and void, invalid or unenforceable as nearly as possible to the original intent of the parties.
7.5. The lack of exercise or delay in the exercise by TuTasa Argentina and/or the Lenders, as the case may be, of any right, power, prerogative, privilege, action and/or remedy arising from or in connection with these Jurisdiction Terms, shall not be deemed a waiver thereto, and the partial exercise of any right, power, prerogative, privilege, action and/or remedy shall not prevent any further exercise thereof or the exercise of any other right, power, prerogative, privilege, action and/or remedy arising from or in connection with these Jurisdiction Terms. The rights, powers, prerogatives, privileges, actions and/or remedies provided for in these Jurisdiction Terms are cumulative and do not exclude any other right, power, prerogative, privilege, action and/or remedy set forth by law and/or that could correspond to the parties.
7.6. These Jurisdiction Terms may only be changed in writing. Any waiver, consent or approval by TuTasa Argentina and/or the Lenders will not be valid unless made in writing and pursuant to the provisions of the Terms.
7.7. The parties submit the Terms and the Jurisdiction Terms to the laws in force in the Republic of Argentina.
7.8. In the event of any dispute, controversy or conflict between them in connection with the Terms and the Jurisdiction Terms, their existence, validity, qualification, interpretation, scope, performance or execution, same will be submitted to the non-exclusive jurisdiction of the Ordinary Courts on Commercial Matters of the City of Buenos Aires.
7.9. Notwithstanding the provisions of Sections 7.7 and 7.8, if the Lender is not domiciled in the Republic of Argentina, the provisions of Section 7.7 and 7.8 will not prevail over international public order principles, internationally mandatory rules or the provisions of private international law on competent jurisdiction and the applicable laws that may be in force in the jurisdiction of the Lender’s domicile.
Latest version updated on 28 December 2017.