GENERAL TERMS AND CONDITIONS

INTRODUCTION

If you register with Real Estate Loan Management Limited, trading as Relm Finance (‘Relm’), you must comply with the Terms and Conditions set out in this document. These Terms and Conditions should be read alongside, and are in addition to, our Privacy Policy (accessible online at http://relmfinance.ie/privacy-policy)

Please read these Terms and Conditions carefully and print a copy for your future reference. By using this platform and the services provided via the platform or by any other systems provided by Relm (whether directly or indirectly), you confirm that:

• you have had a proper opportunity to read these Terms and Conditions and agree to be bound by them;
• you have had a proper opportunity to read the Privacy Policy and agree to be bound by it; and
• where you are acting on behalf of a Borrower or prospective Borrower, that person has had a proper opportunity to read these Terms and Conditions and the Privacy Policy, and agree to be bound by each of them.

In this document “Borrower” means a person who enters into a loan agreement as borrower with Relm. “Prospective Borrower” means a person who intends, or applies to become a Borrower but has not yet become a Borrower.

If you do not agree to these Terms and Conditions or the Privacy Policy, you must stop using this platform immediately.

References in these Terms and Conditions to “Relm”, “we”, “us” and “our” means Real Estate Loan Management Limited, trading as Relm. References to “systems” or “platform” means the platform, any other online services provided by us and any data managed by, displayed on or transmitted from such services. References to “you” and “your” mean a user of the platform and of the services provided via our systems.

Each loan agreement is made up of a facility agreement (the “Facility Agreement”) together with our Lending Terms and Conditions (as the same may be amended from time to time in accordance with these Terms and Conditions). If there is a conflict between these Terms and Conditions and the Facility Agreement, the Facility Agreement will prevail.

If you are using this platform and the services provided via the platform, by agreeing to these Terms and Conditions and/or entering into a Facility Agreement on behalf of a Borrower or a prospective Borrower you warrant that you are duly authorised to act on behalf of that Borrower or Prospective Borrower.

Relm allows third parties to make a loan application on a Prospective Borrower’s behalf. If a third party makes a loan application on your behalf, Relm will be entitled to treat the loan application as having been made with your full authority.

BORROWER TERMS AND CONDITIONS

1. Borrower Criteria
   1. To become a Borrower or a Prospective Borrower you must meet the following criteria:
      • you must be an Irish incorporated company, registered with the Companies Registration Office (“CRO”). Please note you can still register as the Sponsor/Promotor if the Borrowing entity is not yet incorporated. However, the platform will only lend to, and enter into a Facility Agreement with, an Irish incorporated company;
      • you must be actively trading as a business (not dormant or struck off the CRO register of companies) or be a special purpose vehicle (“SPV”) established specifically for the purposes of borrowing property related finance;
      • you must have and maintain a valid Irish bank or building society account to facilitate loan repayments. In the instance where the Borrowing entity is not yet established, but will be incorporated for the purposes of entering the proposed transaction, an Irish bank or building society account must be opened in that entity’s name to facilitate repayments;
      • your business must not have any outstanding judgments registered against it.
   2. As part of the lending process we will need to authenticate the identity of the business and certain people authorised to act on its behalf. We will do this using the ComplianceDesk AML Solution by KnowYourCustomer.com. We may also require you to send us copies of relevant passports or other identification documents and anything else that we may need. If you do not provide all appropriate identification documents, you will not be able to borrow on the Relm platform.
   3. As part of the lending process Relm may consult with credit agencies for information regarding Borrowers and Prospective Borrowers.
   4. You warrant and represent to Relm that (i) all information provided to us in the course of the application and borrowing process is true and accurate in all respects, and that you do not anticipate, or have reason to expect, any material change to such information in the 6 months following your acceptance of the loan; and (ii) you will not omit to tell us any information you are aware of that would materially impact the decision to lend to you via the Relm platform.
   5. You agree that you will update us if any of the information you provide to us changes or is likely to materially change. If new or additional information comes to our attention which we believe would materially impact on the decision to lend to you, or which would have resulted in a different outcome under our internal guidelines and policies when assessing your application, then we reserve the right to cease to process your loan application at all or any further.
   6. You warrant and represent that you will disclose to us any circumstances that you are aware of (including without limitation any (a) claims or undisclosed liabilities and (b) any litigation, arbitration, court proceedings or investigations which are current, threatened, pending or otherwise reasonably likely to occur against you by any third party) which could or might result in a material adverse change in your financial condition, business or assets.
   7. You agree that you will promptly provide full details to Relm upon you becoming aware of or suspecting that any of the circumstances in clauses 1.5 and 1.6 have occurred or may occur, and will also provide Relm with such information as it may reasonably require about your financial condition, business and affairs from time to time.
   8. If you are, or at any time become, aware of any current or future claim (or potential claim) by The Revenue Commissioners (or any other governmental department or agency or other public or regulatory body) against you, you may not accept a loan unless you have provided Relm with full details of such claim (or potential claim) and we have agreed in writing that you are still eligible to be or become a Borrower.
2. How to register on the Platform
   1. Individuals and corporate entities can register on the system (but only a corporate entity may be a Borrower).
   2. For individuals you must provide the following details:
      • Full name;
      • Mobile Number;
      • Valid email address;
      • Select a password.
   3. Corporate entities must provide the following:
      • Name of company;
      • Main contact person;
      • Mobile Number;
      • Valid email address;
      • Select a password.
   4. The system will send an SMS to the person’s mobile to enter into the system and authenticate the user.
   5. Each time you access your Relm account you will need to enter your email address and password. Your log in details and password are personal to your Relm account and are not transferable without our prior written consent.
   6. We strongly recommend that you use the option of “Two Factor Authorisation” which can be accessed through the Account Screen. This will send an additional password to the users phone each time they log in to the system.
   7. Your log-in details and password are the methods used by us to 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 log- in details and password whether or not authorised by you. If you authorise an employee, sub-contractor, agent or other representative (including any intermediary) to use your Relm account, you will be responsible for their activity on the platform. Any breach of security, loss, theft or unauthorised use of a log-in or password must be notified to us immediately.
   8. You agree not to adapt or circumvent the systems in place in connection with the platform, nor access our system other than by using the credentials assigned to you and by following the instructions that we have provided for that time of connection.
   9. We reserve the right not to act on your instructions if we suspect that the person logged into your Relm account is not you or if we suspect illegal or fraudulent activity or unauthorised use.
   10. Registering with Relm does not in any way constitute an obligation on us to procure funding for Prospective Borrowers or constitute a warranty or other assurance by us that funding will be available.
3. Fees
   1. Borrowers are not charged fees for use of the platform or for credit analysis undertaken as part of the due diligence process. Both are a no-cost value added service.
   2. Standard lending fees will be charged to the Borrower. These will be outlined in the Facility Agreement.
   3. On receipt of a term sheet, Borrowers will be required to pay a fee prior to progressing the application through the credit committee process. On drawdown this fee will be set off against the arrangement fee payable for the facility. This fee will only be refunded in the event that the application is not approved at Credit Committee.
4. Your Borrower Account
   1. The information available through your borrower account is specific to your loan and the conditions under which it was advanced, as per the Facility Agreement.
   2. Information available includes: interest and capital repayment dates, payment history, covenant test dates, covenant test results.
   3. Copies of your loan and security documentation will also be available to view through your borrower account.
   4. In the event that the cents check cannot provide indicative terms, we will provide you with our contact details should you wish to discuss your funding request.
5. The Cents Check
   1. The cents check can be used by registered and non-registered Borrowers through the Relm website or the mobile application.
   2. The cents check is designed to provide indicative lending terms, based on a requested loan amount, the cost/value of the property, the annual rent and property location.
   3. The cents check does not constitute a formal offer or granting of credit in anyway. A formal offer is subject to a full credit application and assessment, which is outlined in section 6.
   4. In the event that the cents check cannot provide indicative terms, we will provide you with our contact details should you wish to discuss your funding request.
6. The Loan Application & Approval Process
   1. Once registered, you can make a loan application via the Relm platform. The loan application requires information relating to the property and leases which will be the security for the loan.
   2. In proceeding with the application process, you agree to supply to us all information that we may reasonably require to assess your requirements for the loan applied for, the related property and to confirm some information about you. You acknowledge and agree that any failure to provide sufficient and/or accurate information of this nature could lead to your application being declined.
   3. Once we have received your application form, we will assess it against our standard underwriting criteria and our internal credit policy, as updated from time to time. During this review, we may request further information relating to you, the terms of the loan you wish to receive or the underlying property, which you agree to supply.
   4. Where your application meets our underwriting criteria and credit policy or is otherwise deemed acceptable to Relm, we will arrange to meet you and to visit the property. At this meeting, further information will be required to complete our due diligence for the proposal, such as ownership structures, management profiles, financial information. You acknowledge and agree that any failure to provide sufficient and/or accurate documentation of this nature as requested by Relm from time to time could lead to your application being declined.
   5. Subject to a satisfactory meeting and site-visit, we will issue a non-binding term sheet. This term sheet is conditional on formal approval and subject to contract. You must sign the Term Sheet and upload a copy to your Relm Borrower account in order for your loan application to progress through the formal approval process.
   6. If your initial application fails to meet the requirements of our lending criteria or credit policy, or otherwise is not acceptable to Relm, we will contact you to discuss your proposal.
   7. Once the full loan application has been presented through Relm’s credit committee process, you will be advised of the final outcome of your loan proposal. A formal offer will only be progressed to documentation stage on receipt of payment of the fee as outlined in Section 3.
   8. The offer will be subject to a number of standard conditions precedent including, but not limited to, a valuation and buildings survey of the property, a legal review of title, customer due diligence and standard anti-money laundering/counter terrorist financing checks etc. By agreeing to this agreement you hereby consent to us carrying out any checks of this nature that we require.
   9. You also agree that all fees, charges and costs, legal and otherwise, incurred by in connection with the Facility shall be borne and paid by the Borrower.
7. Security
   1. The Borrower’s obligations under the Facility Agreement will be secured by the following minimum security requirements:
      1. A fixed charge over the property;
      2. Assignment over commercial leases;
      3. A charge over the current/deposit account into which the rental income is being lodged into;
      4. Adequate insurance must be in place. At a minimum, Relm must be noted as either sole loss payee or a joint loss payee.
   2. Security will be held by a wholly owned subsidiary of Relm, whose sole purpose is to hold security for and on behalf of the Lender and to hold the legal rights, title and interest to any loan that has defaulted (the “Security Trustee”).
   3. You shall at your own expense execute and do all such acts and things as the Lender, Relm or (if applicable) the Security Trustee may require which are necessary or desirable for perfecting or protecting the security intended to be granted by that mortgage or security agreement.
   4. If any of the security provided by the Borrower becomes enforceable, you shall also do all such acts or things required or desirable to enable the realisation of all or any part of the assets which are subject to the security and the exercise of all powers, authorities and discretions vested in the Lender, the Security Trustee or in any receiver of all or any part of those assets.
   5. If you fail to make a payment when due, or if you default in meeting any of your material obligations in respect of the loan, you agree that (in addition to us taking steps to collect the outstanding debt) the Security Trustee may enforce any security granted to it for the loan.
   6. You agree that Relm and the Security Trustee shall be entitled to be repaid and indemnified in respect of all costs incurred by them in connection with any necessary or desirable registration or enforcement of the security constituted by any mortgage, charge or other security held from time to time in respect of your obligations under the Facility Agreement.
8. Repaying the loan
   1. The amount of scheduled capital repayments due will be set out in the Facility Agreement, and a detailed payment schedule will be available through your Borrower account on the platform.
   2. We will collect the repayment amounts as set out in the Facility Agreement from your Irish bank or building society account using direct debit. The Borrower will be unable to drawdown the loan unless a direct debit mandate has been completed.
   3. You may repay an entire loan early at any time subject to an early repayment fee which will be indicated in the Facility Agreement.
9. Financial Difficulty
   1. If at any time you believe that you may not be able to make one or more repayments under the Facility Agreement, please contact us immediately.
   2. If you miss a payment or only partially pay the amount due, we will contact you to obtain information regarding the non-payment.
   3. If we cannot contact you, we will proceed and attempt to collect the payment. If our attempt to collect payment fails, 5 days after the payment was due your account will be treated as an “Arrears Account”.
   4. If the Arrears are deemed ‘temporary’, i.e. can be resolved within a short period, we will endeavour to agree with you a payment arrangement in order to recover the missed payment.
   5. If the Arrears are deemed to be ‘financial’, i.e. cannot be rectified within a short period of time, we will assess whether it is appropriate to put an alternative arrangement in place.
   6. All decisions relating to arrears resolutions will be subject to Credit Committee Approval.
10. Terminating your membership of Relm
    1. If you no longer want to be a registered with Relm and provided you have no Facility Agreements in respect of which monies are payable or obligations or liabilities are owed to us, please let us know and we will delete your account. We may end your membership of Relm at any time if you breach these Terms and Conditions or if you use the Relm platform in any of the following ways:
       • in any way that causes, or is likely to cause, the platform or access to it to be interrupted or damaged in any way;
       • for fraudulent purposes, or in connection with any criminal offence;
       • to send, use or reuse any material that is illegal, offensive, abusive, indecent, defamatory, obscene or menacing; or in breach of copyright, trademark, confidence, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam; or
       • you have provided information to us which we subsequently find to be materially incorrect, inaccurate or false.
    2. Termination of your registration with Relm will not necessarily result in a termination of any Facility Agreement to which you are a party at that time.
11. General
    1. You are permitted to download and print content from this platform solely in the course of your business to the extent required to use the services provided on this platform.
    2. Platform content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any other reason without our express written consent.
    3. We will endeavour to ensure that the Relm platform is available for you to use at any time. However, this is not something we are able to guarantee and there may be times when the platform is not available. We will do our best to notify you via our website when we know this service will be unavailable. You can contact us if the Relm platform is not available by emailing info@relmfinance.ie or calling us on 01-2440670.
    4. You agree to use the platform only for lawful purposes and in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else’s use and enjoyment of the platform.
    5. You warrant that you have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the platform is free from viruses and anything else which may have a contaminating or destructive effect on any part of the platform or any other technology.
    6. You are responsible for all costs incurred by you in accessing the platform.
    7. We accept no responsibility or liability for your use of content on the platform and such use is entirely at your own risk. While we take reasonable precautions to prevent the existence of computer viruses or other malicious programs on the platform, we accept no liability for them if they do exist. It is your responsibility to use, update and maintain appropriate antivirus software on your computer.
    8. We take reasonable precautions to ensure that our systems are secure. However, information transmitted via the platform will pass over public telecommunications networks. We accept no liability if communications sent via the platform are intercepted by third parties or incorrectly delivered or not delivered.
12. Privacy
    1. You agree that any and all personal information you provide to us via this platform may be collected, stored, processed and used in accordance with our current Privacy Policy (accessible online at: http://relmfinance.ie/privacy-policy).
13. Intellectual property rights
    1. Subject to clause 4.3 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 platform.
    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.
    3. You shall retain ownership of copyright in data you upload or submit to the platform. You agree to grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.
    4. We do not warrant or represent that the content of the platform does not infringe the rights of any third party.
14. Your liability to us
    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 any Facility Agreement by you;
       • your negligence or wilful default;
       • any fraudulent use of the Relm platform; and
       • any and all use of your log in details and password
15. Our liability to you
    1. We shall be liable to you for any loss or damage suffered by you as a result of:
       • any breach of these Terms and Conditions by us; and
       • our negligence or wilful default or fraud by us or our employees.
    2. We shall not be liable to you for loss or damage which is not foreseeable or from circumstances that are beyond our reasonable control. We shall not be responsible in any circumstances for consequential loss suffered by you as a result of any breach of duty by us.
16. Complaints Procedure
    1. 16.1If you wish to make a formal complaint, you may do so in person, in writing by post or email, or by telephone. Our contact details are:
       
       Real Estate Loan Management Limited
       Trading as Relm, 3rd Floor, Longphort House,
       Earlsfort Centre,
       Dublin 2, Ireland
       +35312440670
       Info@relmfinance.ie
17. Amendments to these Terms and Conditions
    1. We may update or amend these Terms and Conditions from time to time to comply with law or to meet our changing business requirements. We may not always be able to give you advanced notice of such updates or amendments but we will always post them on the platform so that you can view them when you next log in. In such circumstances, by continuing to use the platform, you agree to be bound by the amended Terms and Conditions.
    2. These Terms and Conditions were last updated on 07 March 2017
18. Other important terms
    1. If any of these Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect.
    2. All disclaimers, indemnities and exclusions in these Terms and Conditions shall survive termination of the agreement between us for any reason.
    3. We may, in whole or in part, release, compound, compromise, waive or postpone, in our absolute discretion, any liability owed to us or right granted to us in these Terms and Conditions without in any way prejudicing or affecting our rights in respect of that or any other liability or right not so released, compounded, compromised, waived or postponed.
    4. 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.
    5. Please ensure that you read these Terms and Conditions and the Facility Agreements carefully as these will bind you and govern your relationship with us and investors. If you are uncertain as to your rights and obligations under them or would like and explanation, please get in touch with us.
    6. Relm may assign, transfer, novate or otherwise exercise any of its rights under these Terms and Conditions by itself or through any company or other legal entity which is under the control or ownership of Relm
    7. These Terms and Conditions are governed by Irish law. In the event of any matter or dispute arising out of or in connection with these terms and condition, you and we shall submit to the non-exclusive jurisdiction of the Irish courts.