WEBSITE TERMS OF USE version 1.1

(Last revised on 14th October 2024)

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR WEBSITE, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT HOW YOU MAY USE THIS WEBSITE

Please click here to download the Guest User Terms and Conditions.

Welcome to iDealTrade, a website for public sector organisations that facilitates the arrangement of direct loan transactions. iDealTrade is owned and operated by Arlingclose Limited.

This page provides you with information about iDealTrade and the legal terms and conditions (Terms of Use).

1. Definitions and interpretation
   1. Definitions
      In these Trade Terms and Conditions:
      
      Arranger means Arlingclose Limited whose principal office is at 42 Mincing Lane, London, EC3R 7AE
      
      Borrower means the person specified as receiving a loan in a Trade Confirmation
      
      Borrower’s Account means the account at such financial institution and with such with account number and sort code as each are specified as such in a Trade Confirmation or, with effect from the fifth Business Day after the Lender has received such notice, such other account notified by the Borrower to the Lender as the “Borrower’s Account” provided that such notice is made in writing, is on the letterhead of the Borrower and is executed by an authorised officer of the Borrower
      
      Borrower’s Notice Details means the name and email address specified as such in a Trade Confirmation
      
      Business Day means a day (other than Saturday or Sunday) on which banks are open for general business in London
      
      Early Redemption Date means the date on which the Lender serves a notice of the type contemplated in clause 8.2
      
      Event of Default means any of the matters described in clause 8.1 (Matters amounting to an Event of Default) of this Annex 1
      
      Gilt Redemption Yield:  the yield-to-maturity of United Kingdom government securities (as specified on the United Kingdom Debt Management Office public website on an Early Redemption Date or, if such statistics are no longer published, a publicly available source of equivalent market data that most closely reflects the same) with a fixed maturity as selected by the Lender as most closely matching the Maturity Date
      
      Interest Payment Date means the last day of an Interest Period, or if such date is not a Business Day, then the following Business Day
      
      Interest Period means:
      a) for loans less than one year, the period from (and including) the Loan Start Date to (and including) the Maturity Date
      b) for loans greater than one year:
           (i) each successive period of 12 months from (and including) the Loan Start Date; or
           (ii) if shorter, the period from (and including) the final annual anniversary of the Loan Start Date to (and including) the Maturity Date.
      
      Interest Rate means the percentage per annum amount specified as such in a Trade Confirmation
      
      Lender means the person specified as advancing a loan in a Trade Confirmation
      
      Lender’s Account means the account at such financial institution and with such with account number and sort code as each are specified as such in a Trade Confirmation or, with effect from the fifth Business Day after the Borrower has received such notice, such other account notified by the Lender to the Borrower as the “Lender’s Account” provided that such notice is made in writing, is on the letterhead of the Lender and is executed by an authorised officer of the Lender
      
      Lender’s Notice Details means the name and email address specified as such in a Trade Confirmation
      
      Loan Amount means the amount indicated as the Principal Amount in a Trade Confirmation
      
      Loan Start Date means the date specified as such in a Trade Confirmation
      
      Maturity Date means the date specified as such in a Trade Confirmation
      
      Parties means the Lender and the Borrower
      
      Redemption Compensation means, on the Early Redemption Date, the amount calculated by the Lender (which in the absence of manifest error shall be binding on the Borrower) by which amount A below exceeds amount B below (if the result of this calculation is less than £0 the Redemption Compensation amount will be £0):
      
      A: The present value on the Early Redemption Date of all required interest payments due throughout the term of the Loan (excluding accrued but unpaid interest to the Early Redemption Date) computed using a discount rate equal to the Gilt Redemption Yield as of the Early Redemption Date using normal actuarial techniques
      
      B: The present value on the Early Redemption Date of the interest payments that would accrue throughout the term of the Loan if interest were calculated at the Gilt Redemption Yield (excluding accrued but unpaid interest to the Early Redemption Date) computed using a discount rate equal to the Gilt Redemption Yield as of the Early Redemption Date using normal actuarial techniques
      
      Regulation means any present or future law, regulation, request, requirement or guideline of any authority, whether or not it has the force of law (but, if it does not, with which the person concerned habitually complies)
      
      Trade means an agreement by a Lender to lend and a Borrower to borrow on the terms and conditions of this Annex 1 and a Trade Confirmation, which is effective from the Trade Date specified in such Trade Confirmation
      
      Trade Confirmation means, in relation to a Trade, the confirmation which the Arranger makes available in writing to each Party on iDealTrade.net
      
      Trade Date means the date of a Trade as notified in a Trade Confirmation
      
      Trade Terms and Conditions means the terms and conditions set out in this Annex 1
      
      Website means http://www.idealtrade.net
      
      
   2. Interpretation
      In these terms:
      1. the headings are inserted for convenience only and do not affect the interpretation of these Trade Terms and Conditions;
      2. references to clauses and schedules are to clauses of, and schedules to, these Trade Terms and Conditions;
      3. references to these Trade Terms and Conditions, or any other document are to these Trade Terms and Conditions or that document as from time to time amended, restated, novated, or replaced, however fundamentally;
      4. references to a person include an individual, firm, company, corporation, unincorporated body of persons and any government entity;
      5. words importing the plural include the singular and vice versa; and
      6. references to any enactment include that enactment as reenacted; and, if an enactment is amended, any provision of these Trade Terms and Conditions which refers to that enactment will be amended in such manner as the Lender, after consultation with the Borrower, determines to be necessary in order to preserve the intended effect of these Trade Terms and Conditions.
   3. No term of a Trade is enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone other than a party to a Trade and the Arranger.
2. The Loan
   1. The Lender will lend the Loan Amount to the Borrower by transfer to the Borrower’s Bank Account on the Loan Start Date.
3. Interest
   1. For each Interest Period which is equal to one year, interest will be calculated on the Interest Payment Date by applying the Interest Rate to the Loan Amount
   2. For an Interest Period which is less than one year, interest will be calculated on the Interest Payment Date by applying the Interest Rate to the Loan amount on the basis of the actual number of days elapsed and a 365 day year. The Borrower shall transfer to the Lender’s Account the full amount of accrued Interest then outstanding:
      1. on each Interest Payment Date and the Maturity Date;
      2. immediately in the event that the Lender serves notice on the Borrower in accordance with clause 8.2 (Consequences of an Event of Default) of this Annex 1.
4. Repayment
   1. On the Maturity Date, the Borrower will transfer an amount equal to the aggregate of the Loan Amount and accrued Interest in accordance with clause 3 (Interest) of this Annex 1 to the Lender’s Account.  
5. Late Payment and Default Interest
   If the Borrower fails to pay an amount payable on the due date for payment in accordance with the terms of these Trade Terms and Conditions, it will pay interest on that amount from the due date until the date of actual payment (whether before or after judgment) at a rate equal to the Interest Rate plus 2 (two) per cent.
6. Effect of Repayment
   On receipt by the Lender of:
   1. the repayment due on the Maturity Date specified in clause 4 (Repayment); or
   2. the aggregate amount determined in accordance with clause 8.2 (Consequences of an Event of Default),
   3. the aggregate amount determined in accordance with clause 10.2(b) (Payments) of this Annex 1,

   the Borrower shall be released from all of its obligations under a Trade.

7. Undertaking
   The Borrower undertakes that no financial limits applicable to it will be exceeded and/or breached as a result of the Lender lending the Loan Amount to it.
8. Events of Default
   
   Matters amounting to an Event of Default
   1. Each of the following matters is an Event of Default:
      1. Failure to pay
         the Borrower fails to pay any amount under a Trade on the due date other than where the Borrower demonstrates to the reasonable satisfaction of the Lender that the failure is due to an administrative or technical payment error and the payment is made within 3 Business Days of the due date;
      2. Breach of other obligations
         there is a default of any other obligations of the Borrower under a Trade;
      3. Cross default
         any material financial indebtedness of the Borrower is not paid within 3 days of the date it falls due;
      4. Unable to pay debts
         the Borrower stops payment of its debts or any class of them or enters into any compromise or arrangement in respect of its debts or any class of them; or any step is taken to do any of those things.
   2. Consequences of an Event of DefaultIf an Event of Default has occurred and is continuing, the Lender may give a notice to the Borrower that it requires immediate payment of the aggregate of:
      1. the Loan Amount;
      2. Interest in accordance with clause 3.2(b) of this Annex; and
      3. the Redemption Compensation,

      each element of which the Lender shall calculate and certify in such notice.

9. Borrower Transfer
   The Borrower may not transfer (neither by assignment nor by novation) any of its rights or obligations under a Trade without the prior written consent of the Lender.
10. Payments
    1. Each payment to be made by the Borrower under a Trade will be made in full, without any set-off or deduction.
    2. If the Borrower is required to make a deduction in respect of tax from any payment for the account of the Lender under a Trade:
       1. the amount payable by the Borrower will be increased to the extent necessary to ensure that, after such deduction has been made, the Lender receives (and is able to retain) a net sum equal to the amount which it would have received had no such deduction been required to be made; or
       2. the Borrower may give notice to the Lender, of not less than five business days,  that it wishes to prematurely repay the loan by making payment of the aggregate of:
          (i) the Loan Amount;
          
          (ii) Interest in accordance with clause 3.2(b) of this Annex 1; and
          
          (iii) the Redemption Compensation.
11. Costs
    1. The Borrower covenants to pay within 3 (three) Business Days of demand, the amount of all costs and expenses (together with any value added tax thereon) incurred by the Lender:
       1. as a result of any Event of Default; and/or
       2. in relation to investigating any event which it reasonably believes is an Event of Default,

       The Lender shall provide the Borrower with reasonable evidence of costs incurred

    2. The Parties will otherwise bear their own costs in relation to a Trade.
12. Partial invalidity
    If, at any time, any provision of a Trade is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision in any other respect or under the law of any other jurisdiction will be affected or impaired in any way.
13. Notices
    Any notice or other communication to a party to a Trade must be sent by email.  It must be addressed for the attention of such person, and sent to such email address as that Party may from time to time notify to the other Party.  It will not be deemed to have been received by the relevant party until it has actually been received at that email address.  At the date of a Trade, the address and attention details shall be in respect of
    1. the Lender, the Lender’s Notice Details;
    2. the Borrower, the Borrower’s Notice Details;
14. Law
    Each Trade and any non-contractual obligations connected with it are governed by English law.