Act – the Finance Act 2004 covering pension schemes and defining the rules by which we can operate.

Annual Allowance – the amount set by HMRC that you, your employer and any third party can pay to all your pension(s) each tax year before additional tax charges may apply.

App” means the Prosper mobile app through which you can access your Prosper Account.

Application – your application for and any associated information regarding the Prosper Personal Pension.

Authorised Scheme – a UK registered pension scheme or a qualifying recognised pension scheme, such terms as defined in the Act.

Benefit - any payment made from your Prosper Personal Pension to you or person(s) legally entitled to receive such payments.

“Client”, “you” or “your” means any person who opens a Prosper Account(s).

Contribution – a payment by you, an individual on your behalf and/or an employer into your Prosper Personal Pension.

Custodian refers to Seccl Custody Limited who have been appointed by Prosper to retain safe custody of your investments.

FCA means the Financial Conduct Authority, or any successor regulatory body from time to time.

FCA Rules – the FCA’s Handbook of rules and guidance, as amended or replaced from time to time and including, where relevant, any directly applicable EU regulation.

Prosper, “we”, “our” or “us” means Prosper Savings Limited in Sections 1, 2, 3, & 4.

Prosper Account(s) means the account(s) we will open for you enabling you to invest in Investment Products and pay into cash deposit accounts.

Prosper Services means the services we provide to you under the Prosper Agreement.

Investment Products mean the investment products that we have made available to you through your Prosper Account(s).

Lifetime Allowance – was the maximum amount set by HMRC that an individual could save within registered pension schemes in their lifetime without incurring an additional tax charge up until 5 April 2024, after which it was abolished.

Lump sum allowance (LSA) the tax-free cash limit you can get from your pension(s) currently set at £268,275 from 6 April 2024.

Member – a person admitted to membership of the Scheme, having made an Application to do so and who has not thereafter left the Scheme, and Membership should be read accordingly.

Message Hub-   a message centre linked to your Prosper Account, available on the App.

Normal Minimum Pension Age – the earliest age at which tax law normally permits Benefits to be paid to pension scheme members without penalty other than in circumstances of ill health. Currently, it is age 55 and will rise to 57 from 6 April 2028.

Order - means the investment instruction that you enter on the APP that you wish us to place with our Custodian so that they can place with  the relevant fund manager or market so that it can be executed.

Personal Pension  – the personal pension holding Cash and Assets individually for you and for your benefit that enables you to make Contributions to and take Benefits from the Scheme.

Scheme – the registered pension scheme known as the “Seccl Personal Pension” which has been established by the Trust Deed and registered with HMRC in accordance with Chapter 2 of Part 4 of the Finance Act 2004.

Scheme Administrator – Seccl Custody Limited or any successor that maybe appointed from time to time who is the appointed administrator of the Scheme.

The Pensions Regulator – the UK regulator of workplace pensions, which also has certain roles in relation to personal pensions.

Trust Deed – in relation to Seccl Personal Pension, the Trust Deed and rules for the Scheme as may be amended or supplemented from time to time.

Transfer – the transfer of assets to the Scheme from another Authorised Scheme.

Transfer Out – the transfer from us of the value of all or part of your Prosper Personal Pension to another Authorised Scheme.

Trustee - Digital Pension Trustees Limited in its capacity as trustee for the Scheme (a company owned by Seccl).

Unauthorised Payment – a payment which is not authorised under the Act.

Uncrystallised Funds Pension Lump Sum (UFPLS) - allows you to withdraw some or all of your uncrystallised funds as a lump sum. Within the limitations of available lump sum allowance, 25% (or up to the available lump sum allowance if lower) of the UFPLS will be paid tax free, with the balance taxed as pension income at the point of withdrawal.

These terms and conditions (“Terms”) contain important information regarding the services that we provide to you so, for your own benefit and protection, please read these Terms carefully and ensure you understand them before proceeding to use any Prosper Services. If there is anything contained in these Terms that you do not understand, please do not hesitate to get in touch with us. You can email us at support@prosper.co.uk.

Prosper has entered into an agreement with Seccl Custody Limited (“Seccl”) to act as Custodian (to provide safe custody of your investments) and to provide dealing, clearing and settlement and associated services for our clients who are subject to these Terms.  Seccl is authorised and regulated by the FCA under FRN: 793200.  The current terms and conditions of Seccl’s custody services and how they apply to you are set out in Section 4 (Custody Terms and Conditions).

Prosper is authorised and regulated by the Financial Conduct Authority, registration number 991710.  Our registered address is at 85 First Floor Great Portland Street, London, WIW 7LT (Companies House number 11923629).

As with any investment, your capital is at risk. Investment Products, such as UK listed funds (eg Exchange Traded Funds Unit Trusts, OEICs etc) are invested in underlying instruments such as Shares/Stocks and/or bonds, and should be considered as a medium to long-term investment.  There is no guarantee that the value of any investment will increase and as such your capital is at risk and the income derived from them may also fall as well as rise.  Furthermore, Investments made in Investment Products denominated in currencies other than Sterling give rise to foreign exchange rate risk.

The past performance of any investment is not a guide to future performance, and the performance of any Investment Product is dependent on the strategy, the expertise of the Investment Product/Fund Manager responsible and market conditions.

Such Investment Products may be subject to suspensions in valuation, during which time dealing will not be possible. Such suspensions generally occur in exceptional conditions, for instance where the investments of the Fund cannot be accurately valued or during periods of significant market turmoil.

Prosper offers an execution only service. This means that we will not offer you any advice on whether a particular investment or strategy is suitable for your personal circumstances. If you are unsure about whether or not to invest you should speak to an independent financial adviser.

The investment funds that Prosper offers are considered sufficiently simple that we will not assess if they are appropriate or not for you. You need to understand the risks associated with any particular asset before making an investment.

Different investment funds carry different levels of risk. Higher risk funds mean that there is a great chance of the value of the investment both declining and increasing over time. You should make sure you read the Key Investor Information Document for any fund before investing to make sure that you are able to bear the risk of loss associated with that fund.

If you invest through an ISA or SIPP wrapper then you may be able to benefit from certain tax advantages associated with these products. However, you should be aware that these benefits may depend on your personal circumstances and all tax rules are liable to change in the future. If you are unsure how to proceed you should speak to a tax expert.

Prosper is an early stage company which means that there is a greater than normal risk it will cease to trade due to a variety of reasons, including an inability to secure investment funding. While your assets and money are securely held by an FCA Regulated  third party custodian (Seccl Custody Ltd) and further secured up to £85,000 by the FSCS, the failure of Prosper would necessitate transferring your assets to another  Pension Administrator for administration.  As such, the failure of Prosper could result in a delay in your ability to access your investments whilst this was processed.

FSCS protection is not available to cover you in case the value of your investment falls. Your capital is at risk.

Specific risk warnings in respect of each Investment Product you intend to purchase through the Prosper platform will be provided to you separately.

These Terms, together with the information we have provided to you via the App and the Website about our fees and charges, constitute the agreement (the ****“Prosper Agreement”) between you and us in the provision of our services to you.

To the extent your Investment Products are held through [an individual savings account (“ISA”) or] a self-invested personal pension (“SIPP”), the provisions in annexes 1 or 2 will apply in addition to these Terms. Specific terms will also apply to each Investment Product you purchase and these will be made available to you through the App or Website.  A General Investment Account (‘GIA’) is also available without any additional provisions to these Terms.

The Prosper Agreement will come into force when you accept these Terms.  However, we will only start to provide the Prosper Services to you after we have notified you that your Prosper Account(s) has been opened.

If you open a Savings account, this service will be provided by Bondsmith Savings Ltd and is covered by separate terms and conditions. These can be found in our Savings Accounts Terms and Conditions.

You may cancel the Prosper Agreement within 30 calendar days of entering into these Terms without incurring any fees.  Should you decide to cancel, you must notify us by emailing us at support@prosper.co.uk.

Exercising your right to cancel does not necessarily mean that you will receive back the amount that you invested.  If you exercise your right to cancel, you acknowledge that the value of any Investment Product and/or the amount you will get back will be reduced by any fall in value during the cancellation period as well as any applicable transaction costs.

The Prosper Agreement will remain in place until terminated in accordance with these Terms if you do not exercise your right to cancel.

Where you notify us that you wish to cancel the Prosper Agreement, we will arrange to sell any Investment Products purchased.  We will not return any amount to you until we have received cleared funds.

Should you have any complaints in relation to the Prosper Services provided by us then please notify us by email at: support@prosper.co.uk.  We will acknowledge your complaint promptly and arrange for the matter to be investigated in accordance with the FCA Rules and report the results to you.

If you have not received a response to your complaint within 8 weeks from the date you first made the complaint, you may be entitled to refer it directly to the Financial Ombudsman Service (“FOS”).  The address of the FOS is Exchange Tower, London E14 9SR.  You can also telephone the FOS at: 0800 023 4567, or email the FOS at: complaint.info@financial-ombudsman.org.uk. You can find out further information about the FOS on its website: www.financial-ombudsman.org.uk.

Where you suffer a loss which is our fault and where we cease to trade, you may be entitled to make a claim under the Financial Services Compensation Scheme (“FSCS”).  Further information about compensation arrangements is available from the FSCS (www.fscs.org.uk) and on our website (www.prosper.co.uk).  The FSCS does not protect you from losses due to declines in the market value of your investments.

We will treat you as a retail client under the FCA Rules.  As a retail client you will benefit from the greatest level of protection available under the FCA Rules.

Under the FCA Rules, you are entitled to request a different categorisation however this may result in you losing the higher degree of regulatory protections afforded to you under your current categorisation.  We are not obliged to grant such a request.

This section sets out the terms and conditions with regards to the operation of your Prosper Account(s).

We will at all times provide the Prosper Services to you in accordance with these Terms, all applicable laws and FCA Rules.

There is a minimum commitment and a minimum recurring contribution required for each Investment Product detailed in the App and the Website (www.prosper.co.uk).  You must have the required funds to purchase an Investment Product in your Prosper Account(s).  By investing in an Investment Product you consent to the processing and disclosure of your personal information in accordance with these Terms (see Annex 4: Privacy Policy).

All monies received in respect of your Investment Products will be held in Seccl Custody Limited’s client bank account (Lloyds) until the order is executed.  Your order to purchase an Investment Product may be aggregated with other clients’ orders if we reasonably believe that this will not be to your disadvantage.  However, the effect of aggregation may operate on some occasions to your disadvantage.

By placing orders you agree that you will:

• not take part in activity which may be considered market abuse or encourage others to do so;
• take legal advice where you are uncertain as to whether your orders or proposed orders are lawful.

You are responsible for:

• the accuracy of your instructions to place an order and you will not be able to cancel or amend an order after you have submitted your instructions;
• having a sufficient balance on your Prosper Account(s) to execute any order that you place together with any related charges;
• notifying us if you receive confirmation of an order which you did not place, or which has not been completed in accordance with your instructions.

Prosper is an investment service that is intended for longer term investments, this means that Prosper is not appropriate for short-term or excessive trading of investments. We monitor trading levels and may refuse Orders at our discretion based on your trading history or if we consider that your Order may be disruptive to other customers.

You acknowledge that we must take appropriate action where there is reason to suspect market abuse.  In such circumstances, we may take any action we deem appropriate, which may include but is not limited to refusing to act on your instructions.

Additionally, we may:

• refuse to arrange for an order to be executed (but we will act reasonably in so doing and notify you (if possible) of the reason);
• may cancel any orders if required to do so by the terms of any agreement to which we are a party. Where this happens, we would notify you as soon as possible.

Reports and documentation for the Investment Products are available via the App and Website as are electronic copies of your statements detailing your Investment Products.

Where you instruct us to disinvest any of your Investment Products, we will continue to act upon all other orders that you provide to us (via the App or Website), including the collection of Direct Debits.

We are obliged to make public any client limit order in respect of shares admitted to trading on a regulated market which is not immediately executed unless you instruct otherwise.

Value added tax and all other applicable taxes will be levied on all appropriate expenses and fees at the prevailing rate.

Details of our fees for providing the Prosper Services are available here and will be provided to you before you enter into these Terms.

You authorise us to deduct the fees, charges, costs and any liabilities owed to us from your Prosper Account(s) in accordance with all applicable laws and the FCA Rules. Such liabilities may include where:

1. we become liable to pay any tax or levies imposed on your Investment Product(s) or on any contribution paid by you; or
2. we become liable to make any other payment to the UK Government or any governmental agency or regulatory organisation, to the extent directly or indirectly attributable to your Investment Product(s).

If we fail to deduct, or credit, your Prosper Account(s) on a specific date, or if an Investment Product has been credited in error, we may correct such failure or error by any means we reasonably consider necessary.

If the cash balance on your Prosper Account(s) is insufficient to cover any fees, costs or liabilities in full, you irrevocably authorise us to instruct the Custodian to sell Investment Products without liability to generate a sufficient cash balance to pay the amounts due.  We are entitled to direct the disposal of Prosper Personal Pension assets as a portion of the largest holding if the amount remains unpaid after 30 days.  In the unlikely event that there are two different holdings of identical value, we will sell holding that would be listed earlier in alphabetical order.

If for any reason the value of your investments is insufficient to meet any such fees, charges, expenses or tax payable, you agree to pay us on demand the amount of any such shortfall.

We will do our best to ensure that the App and Website is available to you, but we cannot guarantee that you will always be able to access your Prosper Account(s).  There may be occasions when we suspend the Prosper Services or access to your Prosper Account(s), such as for technical issues, maintenance, regulatory reasons, in periods of extreme trading activity or if the services of a partner we rely on to provide the Prosper Services are unavailable for a period.  If this happens, and if we are permitted to do so in accordance with applicable law, we will do our best to contact you to let you know what you should do.  You can also contact us by email at: support@prosper.co.uk.

We will provide the Prosper Services to you being the setup and operation of your Prosper Account(s) including the following:

1. the provision of the App or, in the unlikely event that the App is not available, such alternative means as we may specify from time to time to allow:
   1. you to open your Prosper Account(s), purchase Investment Products and manage your selected investments;
   2. us to receive your instructions to arrange for the Custodian to execute transactions in Investment Products that you purchase through your Prosper Account;
2. the provision of information about your Prosper Account(s) and Investment Product(s) (including the value of your portfolio).

1. If you have registered for lifetime allowance protection, you could lose this if you or your employer make contributions.
2. If you hold enhanced protection or any of the types of fixed protection this will be lost if a contribution is paid. Primary protection and individual protection will not be lost if a contribution is paid.
3. We accept payments from UK bank accounts which you are authorised to use, by direct debit or bank transfer. We will make external payments to and accept payments from the bank account stated in your Prosper Account (your “Nominated Bank Account”).
4. When you make a payment by direct debit, your payment will be processed by an authorised third party service provider. These payments typically take 3 business days to reach the Custodian (with a maximum of 7 business days), during which time the money is held by the relevant third party service provider in an account protected by the relevant regulations.
5. You are able to link your Nominated Bank Account and fund your account directly from the App using Open Banking. Your Nominated Bank Account must be in your name and be the same bank account as recorded in our database. Note
   1. We use a recognised Open Banking tool to link your Nominated Bank Account to your Prosper Account(s) and to initiate payments from your Nominated Bank Account.
   2. When you link an account or initiate a payment via Open Banking, you will be redirected to your bank in order to authenticate yourself. When you link an account or instruct a payment via our App using the Open Banking Tool, the Open Banking Tool terms of service (“Terms of Service") will apply.
   3. If you wish to change your Nominated Bank Account you will be able to do so but any outstanding payments will need to be made.
   4. The Terms of Service set out the terms on which you agree to the Open Banking Tool initiating payments from your payment account and accessing information on your payment accounts for the purposes of transmitting that information to the Open Banking Tool. The Open Banking Tool is subject to UK data protection laws and is required to treat your data in accordance with those laws, as well as the Terms of Service and the Open Banking Tool’s Privacy Policy. The recognised Open Banking Tool is authorised by the UK Financial Conduct Authority under the Payment Services Regulations 2017 to provide account information services and payment initiation services.
   5. Once a transfer order has been sent, you will not be able to change the amount nor cancel it. Your transfer order will be processed as soon as reasonably possible. You will not be able to remove money from your Prosper Account(s) balance if this will result in your Prosper Account(s) balance having insufficient funds to pay any outstanding charges.
6. We are obliged to comply with the UK’s money laundering regulations. To do that, we may need to ask for proof that a payment received by Prosper has originated from your Nominated Bank Account. We may also ask for evidence that your wealth is from a legitimate identifiable source. You agree to comply with our reasonable requests for these purposes.

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If you instruct a transfer the following rules apply:

I authorise and instruct you to transfer sums and assets from the plan(s), directly to the Seccl Personal Pension Plan and to provide any instructions and/or discharge required by any relevant third party to do so.

I accept that in order to comply with regulatory obligations, Seccl Custody Limited and the current provider(s) may need to verify my identity and residential address and may use credit reference agency searches and ask for my documents to verify my identity and address.

Until this application is accepted and complete, Seccl Custody Limited's responsibility is limited to the return of total payment(s) to the current provider(s).

When payment is made to Seccl Custody Limited as instructed, this means that I shall no longer be entitled to receive pension benefits from the whole of the plan(s) listed where the whole of the plan(s) is transferring, or that part of the plan(s) represented by the payment(s) if only part of the plan(s) is transferring.

I have read the information provided or made available to me by the current provider in connection with this transfer.

I accept responsibility in respect of any claims, losses, expenses, additional tax charges or any penalties that Seccl Custody Limited and the current provider(s) may incur as a result of any incorrect, untrue, or misleading information in this application or given to me, or on my behalf, or of any failure on my part to comply with any aspect of this application.

I authorise Seccl Custody Limited, the current provider, any contributing Employer and any Financial Adviser named in this application to obtain from each other, and release to each other, any information that may be required to enable the transfer of sums and assets to Seccl Custody Limited.

I accept that the benefits to be provided by the Seccl Personal Pension Plan may be in a different form and of a different amount from those which would have been payable by the current provider, and there is no statutory requirement on the Seccl Personal Pension Plan to provide for survivor's benefits out of the transfer payment.

understand that where any benefits being transferred are in capped drawdown they will only be accepted on the basis that they will be immediately converted to flexi-access drawdown. I also understand that if I draw any income via flexi-access drawdown I will become subject to the Money Purchase Annual Allowance, if I am not already subject to it. I hereby instruct that any capped drawdown benefits are converted to flexi-access drawdown upon receipt.

1. You are able to self-select and invest in a number of Investment Products.
2. Prosper does not provide financial advice and we will never make recommendations based on your individual circumstances. If you are not sure whether the Prosper Account(s), the Prosper Services, or the Investment Products are suitable for you then we recommend that you seek advice from a qualified financial adviser.
3. Prosper will not check that any investment you make is appropriate for you or your circumstances and therefore you will not benefit from the protection of the FCA Rules on assessing appropriateness.
4. Prior to making any decision to invest you must read the relevant documentation such as the “Key Investor Information Document” or prospectus pertaining to the relevant Investment Product. Such documents contain important information of which you should be aware and will be available via the App or Website, in addition to the relevant issuer’s website for relevant documentation.
5. We will not provide and are not responsible for providing you with any financial, investment, legal, regulatory or tax advice. Tax treatment depends on individual circumstances of each client and may be subject to change in the future. Other taxes or costs may exist that are not paid via or imposed by us.

1. In addition to the Terms set out here, you acknowledge and confirm your continuing agreement to our Privacy Policy. If there are any terms contained in the Privacy Policy that are inconsistent with or conflict with the terms, conditions and provisions set out in these Terms then, the relevant term, condition or provision set out in these Terms shall take precedence.
2. Prosper will provide you with secure access to your Prosper Account(s). You must not disclose your Security Details to anyone else. Please note:
   1. we will never ask for your password;
   2. you should not respond to any unsolicited emails which ask you to enter your password or personal information, even if they appear to be from us. We will never send emails of this type unless specifically requested by you to do so.
3. It is your responsibility to keep your details safe and confidential and you must notify Prosper immediately if you think that somebody else may know these details and/or may have unauthorised access to your Account.
4. You are responsible for monitoring your Prosper Account(s) and also for any activity made through your Prosper Account(s). You must ensure that you read all messages that have been sent to you (whether through the in-App secure notification centre, via the email address you have provided to us, or via any other means as agreed between us and you) and you must inform us if there is something wrong on your Prosper Account(s) as soon as reasonably possible.
5. You must not take any action that could compromise the security or effective working of the Prosper Services. Any such action will be considered a breach of these Terms.
6. You may download or print information and documents that we provide to you strictly for personal use provided that you keep intact all copyright and proprietary notices, but you must not otherwise reproduce or distribute any material without our consent.
7. You acknowledge and agree that all intellectual property rights in the App and Website, all documents and related technology belong to us or our licensors - you have no rights in or to the App, the Website, the documents and related technology other than the right to use each of them in accordance with these Terms and the Privacy Policy.

1. We are required to verify your identity in accordance with UK anti-money laundering legislation. By opening an Account you agree to allow us to perform these checks using third party specialist services to do this acknowledging that this will involve us transmitting your personal information to such third parties and potentially carrying out credit checks which may affect your credit score.
2. To open and maintain a Prosper Account, you must :
   1. be aged 18 or over; and
   2. be resident in the UK for tax purposes.
3. You must notify us immediately if any of the above conditions are no longer correct.
4. Investing may be subject to certain minimums, and other restrictions prescribed in the specific terms relevant for each Investment Product.
5. Any promotional offers will have their own set of terms and conditions, but to the extent there is a discrepancy with these Terms and the terms and conditions of any promotional offers, these Terms will take precedence. We may cancel, amend or change any promotional offer at any time at our discretion.

1. We will normally communicate with you via the App and email and by entering into these Terms you consent to this means of communication, including when we are required to give you written notice. All communications in relation to the Prosper Services provided under these Terms, including any documents we may provide to you, will be in English. We may also communicate with you when appropriate by telephone and SMS text message.
2. It is your responsibility to ensure that all of your contact information on our systems is up to date. In particular, you must ensure we have a current and valid email address for you so that we can notify you when important documents are delivered to you via the App.
3. Prosper cannot guarantee that electronic communications will be successfully delivered, or that they will be secure and virus free. Other than where we have been negligent or where we have breached applicable law or the FCA Rules, we will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an email being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our control.
4. Each time we carry out an investment transaction for you, we will provide you with confirmation and the essential information concerning that order (known as a contract note). Reports and contract notes will be provided to you in accordance with the FCA Rules. You agree and consent to electronic delivery of these and all other information required to be provided to you under these Terms.
5. We will provide you with quarterly valuation reports (as per the calendar year) and an annual valuation report (after the tax year), outlining valuations, cost and charges.
6. Daily valuations of your Investment Products held through your Prosper Accounts are available to you via the App and/or the Website.
7. We may monitor and record conversations that we have with you for training purposes and quality control, for crime prevention, to ensure we carry out your instructions accurately and to provide a record of our discussions with you. Recordings will be stored for a period required by law, the FCA Rules or for as long as we consider necessary to be able to provide the Prosper Services to you. In the event of a disagreement between you and us, a copy of our records can be made available to you on request.

1. You can use the App or Website to identify and select an Investment Product which you want to purchase and instruct us to transmit an order to purchase the relevant Investment Product on your behalf. We are responsible for arranging the execution of any order we receive from you via the App or Website with the Custodian.
2. You acknowledge and agree that all instructions and authorisations given by you in relation to the Investment Products (including orders) must be sent only by you or a recognised nominated person within your Prosper account (i.e. with Power of Attorney).
3. You understand that, in certain circumstances, we may generally restrict or suspend your access and use of the App or Website. In particular, you should note that we may take action where:
   1. we reasonably believe that the security of your Prosper Account(s) has been compromised; and/or
   2. it is illegal or against any applicable rule or regulation for instructions to be sent to the provider of the Investment Product.
4. You acknowledge and agree that all instructions are effective when they are received by us. We will use all reasonable endeavours to ensure an order is completed as accurate and timely as possible.
5. When receiving orders to buy and/or sell your Investment Products, these will be executed in accordance with the Custodian’s Order Execution Policy (https://seccl.tech/order-execution/) contained in Annex 2 which you consent to by entering into these Terms.
6. A delay may occur in transmitting or receiving an order due to factors outside of our reasonable control (including, without limitation, where the App or Website, a partner or a third party on which we rely for certain services are unavailable). In such circumstances, please contact support@prosper.co.uk.

Withdrawing cash to your Nominated Bank Account (a “Permitted Cash Withdrawal”) can be made by providing your instruction via the App or Website and providing you have a sufficient cash balance in your Prosper Account(s).  Should you need to sell an Investment Product in order to facilitate a Permitted Cash Withdrawal, you should note that the process of selling investments will take some time, depending on the settlement dates of those transactions.  If you hold your Investment Products in a Prosper Personal Pension or Prosper ISA, different terms on permitted withdrawals will apply (please refer to the Annexes for specific terms applying to the Prosper Personal Pension and Prosper ISA).

Prosper is determined to treat our customers fairly at all times. We have a policy in place to ensure that we identify and handle conflicts fairly to ensure that our customers are treated with honesty and integrity at all times. A conflict of interest is where the interests of our business conflict with those of a customer, or if there is a conflict between customers of the business. Once identified, we aim to either prevent the conflict or put steps in place to manage it so that it is no longer potentially detrimental to our customers. We have processes in place to ensure we conduct our business lawfully, with integrity, and in line with current legislation. We operate in line with our conflicts of interest policy, available on request or on our website, which details the types of conflicts of interest that affect our business and how we aim to prevent or manage these. Where we cannot prevent or manage a conflict which may be detrimental to you, we will fully disclose it to you in line with our policy.

1. We will exercise reasonable skill, care and diligence in the assessment and appointment of the Custodians and of other third parties with whom we deal. We accept responsibility for any losses, damages or costs suffered or incurred by you to the extent these are directly caused by our negligence, wilful default or fraud in the assessment, selection, or appointment of such persons. We will not be responsible in any other circumstance for the acts or omissions of any such third parties.
2. We are not responsible for any losses you suffer in relation to the Prosper Services that we provide, unless these losses arise directly because:
   1. we are negligent, fraudulent, in wilful default or knowingly or recklessly fail to comply with these Terms or fail to comply with applicable laws or the FCA Rules;
   2. we fail to perform our services with reasonable care and skill; or
   3. of personal injury or death caused by our negligence.
3. We will not be liable for any failure to perform the Prosper Services that is caused for reasons beyond our reasonable control, unless such events occur due to our own fault or we do not take reasonable steps to mitigate their impact on us. This includes but is not limited to changes in market conditions, market fluctuation, currency fluctuation, computer failure beyond our reasonable control, interruptions in supplier services, an inability to communicate with you, industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks. In any of these (or other similar) circumstances any or all of our obligations will be suspended until the state of affairs giving rise to our failure is remedied. We will notify you as soon as possible if such circumstances arise as well as when the state of affairs has been remedied.
4. We do not accept responsibility for any loss, damages or costs you may incur as a result of any action that we are required to take under applicable laws and regulations, and/or at the direction of a relevant regulatory body, such as the FCA.
5. We will not be liable under these Terms to any third party whom you have authorised or permitted to operate your Prosper Account.
6. No provision of the Prosper Agreement will restrict, qualify or exclude any duty owed to you under applicable laws or FCA Rules relating to the provision of the Prosper Services.

1. From time to time we may need to vary or add to the Prosper Agreement. This may include varying the amount and scale of our fees and charges. We may do this by providing you with one month’s notice of any such changes by email (subject to any legal or regulatory reason why we cannot do so). We may do this for reasons including:
   1. to make it fairer to you or more easily understandable, or to correct a mistake (provided that the correction will not adversely affect you);
   2. responding to changes in regulatory requirements or to comply with any other applicable law or regulation;
   3. to reflect new industry guidance and codes of practice;
   4. reflecting changes in market practice or conditions;
   5. reflecting legitimate cost increases or reductions, an improvement or change in the way we provide the Prosper Services or changes to arrangements with any of our service providers.
2. Minor drafting changes made under sub-clause (a) above may be implemented immediately.
3. You shall be deemed to have consented to such changes if you do not notify us to the contrary by the date specified in our notice. If you are unhappy with the intended changes, you may terminate the Prosper Agreement at any time and without penalty in accordance with these Terms.

1. You may terminate the Prosper Agreement at any time via the App, Website or by email. Your right to terminate is subject to the settlement of all outstanding transactions, fees and charges as set out in the App, including any charges levied by third parties as a result of terminating the Prosper Agreement. We will close your Prosper Account(s) as soon as practicable after receiving your notice to terminate the Prosper Agreement.
2. We may terminate the Prosper Agreement at any time by giving you 30 days’ prior notice subject to the settlement of all outstanding transactions.
3. We may terminate the Prosper Agreement immediately and freeze your Prosper Account(s) without giving you advance notice if we reasonably believe that:
   1. you have breached any of the terms of the Prosper Agreement;
   2. you have provided us with false or misleading information;
   3. you are using your Prosper Account(s) illegally or for criminal activity;
   4. you have failed to pay any outstanding amounts owed to us;
   5. you have become bankrupt, insolvent or you are unable to pay your debts as they fall due;
   6. providing you with the Prosper Services exposes us to action or censure from any government, regulator or law enforcement agency.
4. We will notify you promptly after terminating the Prosper Agreement without advanced notice. However, we may not advise you of the reason for termination and freezing your Prosper Account where we are prevented from doing so for regulatory or legal reasons.
5. Upon termination (for any reason), we will sell your assets and transfer your cash, or transfer your assets and cash, as you reasonably request. If you make no reasonable request, we may, at our discretion, take steps to realise your assets and to transfer your cash to you or take advice from HMRC as to the appropriate steps in the circumstances. We reserve the right to withhold any cash that may have been rewarded to you as part of a promotional offer.
6. You must pay all charges or fees due up to the date of termination. Termination shall not affect the completion of transactions already initiated by us on your behalf.

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 under these Terms, other than our agents, nominees and group companies. Any group company shall be entitled to enforce provisions of these Terms which shall apply to it as if it were a party to the contract.

We may appoint any person to advise on or perform any of our functions or responsibilities under these Terms. We may transfer the Prosper Agreement in whole or in part to any person that we determine is appropriately authorised and capable of performing the Prosper Services to at least the same standard and if your rights are not prejudiced by the transfer. We will provide you with 30 days’ notice of any transfer (where reasonably practical) during which time you may notify us to terminate the Prosper Agreement without charge in accordance with these Terms.

You cannot transfer your rights or obligations under the Prosper Agreement.

If any provision of the Prosper Agreement is or becomes invalid or unenforceable, the relevant provision will be treated as if it were not in the Prosper Agreement, and the remaining provisions will still be valid and enforceable.

These Terms, and any dispute or claim arising out of or relating to these Terms or their formation (including any non-contractual disputes or claims) shall be governed by and construed in accordance with English law and you agree to submit to the exclusive jurisdiction of the English Courts.

Prosper has entered into an agreement with Seccl Custody Limited (“Seccl”), on behalf of ourselves and each of our clients whereby Seccl has agreed to provide safe custody, dealing, clearing, settlement and associated services for our clients who are subject to these Terms. Seccl is authorised and regulated by the UK Financial Conduct Authority under FRN: 793200.  Seccls’ registered office is 20 Manvers Street, Bath, BA1 1JW and their Company Registration number is 10430958.

The current terms and conditions of this Custody arrangement and how they apply to Prosper clients is set out in this section.

In the event of any conflict between the Custody Terms and the other sections of the Prosper Agreement, the Custody Terms will take precedence.

The Terms and Conditions in this schedule apply to the Prosper Personal Pension the pension scheme underlying the Prosper Personal Pension is the Seccl Personal Pension. This schedule refers to “the Scheme”. This is a personal pension scheme that allows you to save for retirement in a tax-effective way with the potential to invest in a range of investments. It is registered with HMRC under tax reference 20005619RK.

The Scheme has been established and is governed by a Trust Deed and attaching Rules, “the Trust Deed”. Within the Trust Deed, Seccl Custody Limited established the Scheme within the meaning of Part 4 of the Finance Act 2004 “the Act" and is the scheme administrator for taxation purposes. Seccl Custody Limited (the “Administration Company”) has appointed Digital Pension Trustees Limited (“the Trustee”, a company owned by Seccl), as trustee of the Scheme.

Any reference in these Terms and Conditions to “we”, “us” and “our” are references to the Administration Company and in relation to paragraphs 1.11 and 1.13, the Trustee.  References to “you” and “your” are to you, our customer and member of the Scheme.

These Terms and Conditions, together with your application form a legally binding agreement between you and us.

Where this document refers to or describes a particular tax treatment, you should be aware that tax treatment depends on your individual circumstances and is subject to change in the future.

We recommend that you contact Seccl by sending an email to SIPP@seccl.tech or via telephone on 01225 435200, lines are open, Monday to Friday 09:00 to 17:00.

Please do not include any account details when you contact us by email.

Seccl Technology Limited is registered in England and Wales No 10237930. Registered office 20 Manvers Street, Bath, BA1 1JW.

Seccl Custody Limited, is registered in England and Wales No 10430958. Registered Office 20 Manvers Street, Bath, BA1 1JW. Seccl Custody Limited is authorised and regulated by the Financial Conduct Authority, registration Number 793200 and is a wholly owned subsidiary of Seccl Technology Limited.

These ISA Terms apply to the Prosper Stocks & Shares ISA (Individual Savings Account).

In the event of any conflict between these ISA Terms and any other Terms, the ISA Terms will apply.

In these terms SCL means Seccl Custody Limited, who is the ISA Manager. SCL is registered in England and Wales No 10430958. Registered Office 20 Manvers Street, Bath, BA1 1JW. Seccl Custody Limited is authorised and regulated by the Financial Conduct Authority, registration Number 793200 and is a wholly owned subsidiary of Seccl Technology Limited.

We will pass your orders to Seccl for execution who will execute your orders in line with the order execution policy available at: https://seccl.tech/order-execution/.

The purpose of our privacy policy

Our privacy policy describes what data we might collect when you use our services, when we might collect it and what we use it for. It describes where your data gets stored and for how long. It lists whenever third parties are involved in the fulfilment of any of our services and what we pass on to them when carrying those out.

We follow the data protection principles of the UK’s Data Protection Act 2018, which is an implementation of the General Data Protection Regulation (GDPR) and we recognise ourselves as a data controller under that regulation. This means we decide on what data we need to collect and process, and we have obligations to look after it in a responsible way. The gov.uk website has more information on the Data Protection Act and GDPR.

You should read our privacy policy to:

• Find information on what data we collect, what it’s used for and how long it’s stored for

• Understand where third parties are privy to elements of your data

• How to get in touch with us if you want to raise any concerns or to exercise your rights regarding your data

Prosper’s company details

You can get in touch with us at hello@prosper.co.uk.

We operate as Prosper but the full registered company details are:

Prosper Savings Limited

85 First Floor Great Portland Street

London

United Kingdom

W1W 7LT

Our UK company number is 11923629 and we’re also registered with the Information Commissioner’s Office (ICO), under number ZB467772.

Data we collect through the Prosper app

When you create an account with us, we collect:

• Your email address and password (the password is never stored in a readable format)

• Contact details like your home address or phone number.

These are used whenever we contact you, such as when updating you to let you know important information, or when sending you quarterly and annual statements.

When you set up a Prosper Personal Pension, ISA or other account, we collect:

• Your date of birth, which we use to understand your eligibility and needs regarding certain services (like how close you are to pension drawdown age, for example)

• Information about your residency and tax status, which we use in order to deal with your accounts correctly and for the required reporting we need to give to the Financial Conduct Authority and HM Revenue & Customs (HMRC)

• A photo of your ID as proof of identity and short video you take of your face, to match with your ID, which we use to combat fraud

• The following are also needed when setting up your account and associated tax wrapper
  ‍
  • Your employment status (when applying for a pension)
  • Your national insurance number
  • Details of your nominated bank account

Data we collect outside of the Prosper app

When communicating with our customer support team through email, chat, secure messaging or by phone, we will record those conversations in order to meet with our regulatory requirements.

In providing our services to you we generate, store and send personalised messages, statements, contract notes and other communications specific to you. We store them according to financial regulations and so that you’re able to access them when you need them.

Where your data is stored and for how long

We make use of the services of cloud computing and storage providers for data transmission, processing and storage. Sensitive data will always be transmitted securely and stored encrypted at rest. We may move your data to servers outside of the UK and the EEA and where we do so, we employ measures to ensure the data transmission and storage is similarly secure.

Our regulator, the Financial Conduct Authority (FCA), requires us to store your data for a long period of time after you stop using our services. So we store most of it for 7 years from the time you stop being a customer. We will store information on pension transfers indefinitely. Some of these requirements by the FCA supersede the right to having your data erased under the GDPR.

Links to other websites

The Prosper app contains links to other websites. When you tap those you’re leaving Prosper to visit a website outside of our control and so you might want to study the privacy policies of the sites we link to if you’re concerned about data policies there.

Times we disclose your information to others

Prosper make use of carefully vetted third party companies and services in order to provide you with our overall service, and as such we will need to transfer your data to them. When we do so, we ensure those providers have similar policies to us in terms of data security and retention for sensitive data in a regulated business.

We make use of a Custodian Platform called Seccl to hold money and assets you transfer to your Prosper account and to manage the tax wrappers for Pension and ISA accounts. They are also regulated by the Financial Conduct Authority and are responsible for the same integrity around the storage and processing of data as we are. You can view Seccl’s privacy policy here: https://seccl.tech/privacy/.

We use third party providers of open banking services for some of our payments functionality. The providers we use comply with the General Data Protection Regulation (GDPR) and are registered with the Financial Conduct Authority.

We make use of third party analytics and reporting software in order to understand app usage and to help us investigate problems experienced while using our app. We choose these carefully to ensure they also comply with the GDPR.

Your rights

Under the Data Protection Act 2018, you have the right to find out what information we store about you. These include the right to:

• be informed about how your data is being used

• access personal data

• have incorrect data updated

• have data erased

• stop or restrict the processing of your data

• allow data portability (allowing you to get and reuse the data you’ve given us for different services)

• object to how your data is processed

To exercise any of these rights, get in touch with us at support@prosper.co.uk.

Note that as an investment platform we’re also under certain data protection rules laid out by the Financial Conduct Authority (FCA) and as such, some requests to have data completely removed might not be possible due to those superseding restrictions.

Making a Complaint

If you have any questions or concerns over the use of your data or would like to make a complaint, please contact us at support@prosper.co.uk.

If you’re unhappy with our response to your complaint or query you can contact the Information Commissioner’s Office (ICO).

Changes to our privacy policies

We might at any time update our privacy policies to improve clarity and to add or update with new information. You will always be able to view the latest version in our app, and you’ll be able to view past versions below. In some cases, if you have an account with us we might send you the latest version by email.