Please note we closed the Zopa platform to further investment by retail investors on 7 December 2021. In December 2021 and January 2022 all retail investors’ loans were then bought by Zopa Bank for the principal amount outstanding on those loans, with the sales proceeds credited to the retail investors Zopa accounts. If you were a retail investor on the Zopa platform and your account is still open because you have not already received your cash and/or have yet to transfer out your ISA or any funds held within your Zopa account, please contact us at contactus@zopa.com or on 0207 291 8331.

To help clarify which of the Investor Principles apply only to retail investors we have spilt the Principles into two sections: Part A will apply to Retail Investors and Part B will apply to Institutional Investors, subject to any variation and/or as supplemented by the institution’s Platform Lending Servicing Agreement.

We have also made some additional changes to the Investor Principles to simplify the arrangements to return monies to you/ transfer your ISA, these are set out at the end of this document.

Part A: Principles applicable to Retail Investors

These investor principles apply to a retail investor on the Zopa platform and should be read in conjunction with:

FAQs Privacy Notice (how we collect, use, disclose, transfer and store your information and your rights around this)Terms of Use (what you can and can't do with the Zopa platforms)Mobile App Terms (what you can and can't do with our app)Cookie Policy (how we use cookies on your digital devices)

Investor services are offered by Plata Finance Limited (formerly known as Zopa Limited Plata) and are provided for Plata by Zopa Bank Limited.

Plata is authorised and regulated by the Financial Conduct Authority, and entered on the Financial Services Register (718925). Plata Finance Limited is registered with the Office of the Information Commissioner (Z8797078). Plata Finance Limited (05197592) is incorporated in England and Wales and has its registered office at: Frobisher House, Southbrook Road, Southampton, SO15 1GX. Zopa Bank Limited is authorised and regulated by the Financial Conduct Authority, and entered on the Financial Services Register (800542). Zopa Bank Limited is a member of Cifas – the UK’s leading anti-fraud organisation. Zopa Bank Limited is registered with the Office of the Information Commissioner (ZA275984). Zopa Bank Limited is incorporated in England and Wales and has its registered office at: 1st Floor, Cottons Centre, 47-49 Tooley Street, London, SE1 2QG.

1. How we look after your money

We will hold all money belonging to you in accordance with the FCA’s client money rules. This ensures that the money we hold for you is always treated as your money and not ours, and if we were to cease trading your money would not be considered part of our assets.

We hold your money with the Royal Bank of Scotland (RBS) in a non-interest bearing account.

Plata as platform provider won’t be responsible for RBS’s acts or omissions in relation to the money it holds on your behalf, but if RBS were to fail and be unable to repay everything it owes you, you may be able to claim under the Financial Services Compensation Scheme (the ‘Scheme’). Please note the money you invested by making loans to loan customers was not covered by the Scheme.

You can log in to your Zopa dashboard at any time to see how much money we're now holding for you.

2. Statements

We'll make statements available to you annually through your Zopa dashboard. You can ask us for additional or paper statements.

3. Tax

You agree it's your responsibility to account for any tax imposed on you as a result of using the lending platform, including on any interest you have earned. We won't deduct any tax from any interest you receive and/or any proceeds of sale of any loan agreement.

We'll provide you with an annual statement of interest earned for tax purposes, which we'll place on your dashboard.

Please note that as all loans you were invested in have been sold, no further interest arose after sale.

4. Changing this agreement

We will regularly review these Principles. If we make any changes, we'll post the updates on this page.

We will make changes to the Principles that we reasonably believe will not put you at a disadvantage, or because we need to respond in a fair way to:

make them easier to understand changes in general law or decisions or recommendations made by a court, any regulator or similar organisation or ombudsman we have to follow (e.g., the Financial Ombudsman Service)changes in regulatory requirementsnew industry guidance and codes of practiceor changes to the functionality of our technology or the way we operate it.

We may sometimes make changes without giving a reason -- but we'll explain the impact of the change, and you'll always be able to end the service without charge before the change takes effect. We need this flexibility so that we can manage our services over a long period of time.

What if I don't agree with the changes?

If the change is unfavourable to you, we'll always try to give you at least 30 days' notice before making the change.

If the change is favourable to you, we'll tell you within 30 days of the change being made.

If you don't want to accept the change, you can end the agreement and close your account (see next section). But if you continue to use our services after we've given you notice, you'll be deemed to have accepted it.

5. Ending this agreement

This agreement has no minimum duration, and you can tell us that you want to end this agreement at any time.

If you want to close your account and end this agreement you will only be able to do this when all funds you've placed on the lending platform for investment have been withdrawn or repaid by us to your nominated bank account.

We now want to end this agreement and intend to do so shortly, we will give you at least 30 days' notice.

We can also end the agreement without telling you in advance if:

the balance on your account is less than £1,000 you have not had any active products or services with us for six consecutive monthsyou have seriously or persistently breached this agreementyou are, or we reasonably suspect you may be, using or allowing someone else to use our products and services illegally or fraudulently you weren't entitled to register or are no longer entitled to be registeredwe reasonably consider that you have placed us in a position where we might break a law, regulation, code, court order or other duty, requirement or obligation or we may be exposed to action or censure from any government, regulator or law enforcement agencythere has been, or we suspect, a breach of security or misuse of your account, security details or a payment deviceor we reasonably believe that you've intentionally provided us with any false information.

If we end your agreement and you still have funds in your account, you will not be able to invest new funds or reinvest funds received into your account. We will transfer any funds you are entitled to (less any fees) to the nominated bank account we have on record for you and then close your account.

If we end your agreement, we may pay away any balances on your account to a charity of our choice in accordance with any rights we have to do this under applicable law.

6. Transferring your account to a new provider

As you know, we closed our retail investment platform on 7 December 2021 and Zopa Bank Limited bought your loans.

We may transfer all or part of our business, including the management of your account (including any ISA account) and any client money held in your account (see Principle 1 above), to another suitable provider. Where we do this, your funds will be held by the new provider in accordance with the FCA client money rules (see Principle 1 above), or where this is not the case we will exercise all due skill, care and diligence to assess that the new provider will otherwise apply adequate measures to protect your funds. You will be able to ask the new provider to return any client money that is transferred to you as soon as practicable.

We will give you at least 30 days’ prior notice of any transfer. If you don’t wish for the management of your account, and any funds, to be transferred to another provider you can request that we instead close your account and return your funds to you, provided that you advise us of the bank account details to which you would like your money transferred.

7. Liability

We will be liable (legally and financially responsible) for foreseeable loss or damage suffered by you:

if we or our employees breach any of these Principlesif we or our employees act negligently or fraudulently

We won't be liable to you for any loss or damage that is caused by circumstances beyond our control.

As set out in our Terms of Use, we'll be responsible for any loss or damage resulting from unauthorised access to your account or unauthorised instructions, unless we can show that you have given someone your security details or acted fraudulently. If we reasonably believe that you were aware that someone else knew your security details or that your account was being misused, we will only be responsible for any loss or damage up to the point you became aware.

If you're temporarily outside the UK and want to use our services, we won't be liable to you if your use of our services does not comply with any local laws.

If you're a lending business, unless we agree with you otherwise, our liability to you under this agreement will not exceed the total amount of revenue we've earned from the loans you've made on our platform.

You will be liable (legally and financially responsible) for foreseeable loss or damage suffered by us:

if you breach any of the Principlesor if you act fraudulently.

If you owe us or other customers money and you haven't paid it back when you should have done, we can use any money you have in any accounts with us to pay off some or all of the money you owe us or other customers. We can do this without telling you beforehand.

8. Innovative Finance ISA

If you have an Innovative Finance ISA with us, the additional terms in this Principle 8 will apply to you.

Paying into your ISA – you can no longer pay into your account as we are no longer investing it.

Transferring your ISA – when you can transfer your ISA

You have the right to transfer your ISA to another ISA manager of your choice at any time in accordance with the provisions of the Individual Savings Account Regulations 1998 (the Regulations) relating to transfers (if they agree to accept the transfer). We would encourage you to do this as soon as possible.

Note: See our ISA page for details on how we'll process your transfer request.

You must transfer all current year subscriptions (including any loans you invested the subscriptions in and any interest earned on the loans), though subscriptions for previous tax years can be transferred in whole or in part.

Transferring your ISA – when we can transfer your ISA

We can transfer all or part of our business, including the management of your ISA, to a new provider as set out in Principle 6.

Please note, we intend to do this and we will give you at least 30 days’ prior notice with the details of the transfer. If you don’t wish for your ISA to be transferred to the ISA manager we’ve chosen, you can either transfer your ISA in line with the provisions above (Transferring your ISA – when you can transfer your ISA) or request that we instead close your ISA (see Closing your ISA below) and return the funds to you, provided that you advise us of the bank account details to which you would like your money transferred. Please note that if you choose to close your ISA your funds will no longer benefit from the tax benefits afforded to ISAs. The tax treatment of ISAs depends on the individual circumstances of each customer and is subject to change in the future.

Withdrawals

You can also withdraw cash from your ISA. We'll do our best to send funds to you as soon as possible and no later than 7 days from your request.

Closing your ISA

You can close your ISA at any time by sending us an email to contactus@zopa.com. You must withdraw or transfer out any ISA funds within your ISA before it can be closed.

We may close your ISA immediately for any of the following reasons:

you've told us that you're closing your account;your ISA doesn't meet any of the regulatory requirements and is void;you die;you're made bankrupt; orfor any of the reasons set out in Principle 5 above.

If we close your ISA, we may (as we reasonably consider appropriate in the circumstances) do any of the following:

transfer all your ISA funds from your ISA to any other product you have with us (and if you don't have one, we'll open one for you for this purpose);continue to collect repayments in respect of your outstanding loan agreements and return them to any other product you have with us;transfer any non-performing loan to any other product you have with us;cash out your existing loan agreements using the secondary market and transfer the proceeds, as well as any other ISA funds, to your nominated bank account; ordeduct any sums due to us or to cover any tax liability.

Repair and voiding

HMRC may treat an ISA as invalid if it breaches the Individual Savings Account Regulations 1998. Sometimes it's possible to 'repair' the ISA, but if it isn't, it must be voided.

We'll notify you if, by reason of any failure to satisfy the provisions of the Regulations, your ISA has, or will become void.

If we reasonably believe that we need to repair your ISA or treat it or any subscription as void, we may:

transfer any ISA funds and loan agreements within your ISA to any other product you have with us or to your nominated bank account; orclose your ISA.

Other information about your ISA

Loan agreements held through your ISA must be held beneficially by you. You must not use them as security against any other loan.

Any invalid subscriptions made to your ISA may be subject to UK income tax. It's your responsibility to deal with any tax liability.

We can delegate any of our functions and responsibilities under this agreement to another person but only if we consider them to be competent to carry out those functions and responsibilities.

9. Contingency Planning

Should we decide it is no longer viable for us to continue operating our platform we will ensure an orderly winddown of our business in accordance with our wind down plan, which you can find here: https://www.zopa.com/invest/risk/contingency

Please note the funds you hold on our platform are deposited in a separate client money account with a UK bank in accordance with Principle 1 above.

10. Complaints

If you want to make a complaint you can email complaints@zopa.com with brief details of your complaint and your account reference. Alternatively, you can write to us at Zopa Bank Limited, Complaints Team, 1st Floor, Cottons Centre, Tooley Street, London, SE1 2QG or call our Customer Services Team on [020 7580 6060](tel: 02075806060) between Monday to Friday 8am - 8pm. We will acknowledge your complaint within one business day. We will then investigate and send you an initial response. This should take no longer than three business days.

If we're unable to resolve your complaint within 3 business days we will keep you informed of our investigations until we are able to provide you with an initial response.

If within eight weeks after receiving a complaint we are still not able to resolve the matter, we will send you a final response. If you don't agree with our final response you may refer your complaint to the Financial Ombudsman Service, who can be contacted by telephone on 0800 023 4567 or at www.financial-ombudsman.org.uk. You also have the right to make a complaint directly to the Financial Ombudsman Service.

11. Other things you should know

We may transfer our rights and our obligations under the Principles to someone else. We will tell you if we do this. You can't transfer any of your rights and obligations under the Principles to anyone else.

The Principles and our dealings with you before you enter into this agreement are governed in accordance with the law of the part of the UK where you are resident. The courts of that part of the UK will have exclusive jurisdiction over any disputes.

We may sometimes decide not to exercise some of our rights (for example, we might give you some extra time to meet one of your obligations). Even if we do this, we'll still be able to apply our rights strictly in the future.

If any Principle is not capable of being enforced against you, this won't affect any of the other Principles.

Subject to Principle 8 above, nothing in the Principles will give any person, other than you and us (or any person to whom we have transferred our rights under your loan agreement), any rights under your agreement.

12. Contacting each other

For us to contact you

We'll generally deliver account information to your account and notices by email or by post to the most recent address you've given us. You should check your account and email regularly and tell us as soon as possible if any of your contact details change. If you don't, we aren't responsible if you don't get information or notices from us.

For you to contact us

Email: contactus@zopa.com Phone: 020 7291 8331 for investments. Post: Zopa Bank Limited, 1st Floor, Cottons Centre, Tooley Street, London, SE1 2QG.

Note: We may record or monitor telephone calls for training and quality purposes. We may also record the numbers you call us from and may use them if we need to contact you urgently.

We'll always use English to communicate with you.

You can find the previous version of the Principles applicable to retail investors here

Part B: Principles applicable to Institutional Investors

These Principles may be varied and/or supplemented by your platform lending and servicing agreement with Zopa (Platform Lending Agreement). If there are any differences between an institution's Platform Lending Agreement and these Principles, the Platform Lending Agreement will apply.

Investor services are offered by Plata Finance Limited (formerly known as Zopa Limited (Plata) and are provided for Plata by Zopa Bank Limited.

1. Loan agreements

Loan agreements will be made with Zopa Bank Limited and their term will start once we've matched your funds with a loan customer and the rights of the lender are transferred to you. If you're buying an existing loan, the rights of the lender under that agreement will be transferred to you.

Once the loan agreement has been formed you won't be able to change its terms or withdraw from it. You accept that this is so even if you had intended to cancel your investment but failed to do so or your message to us to cancel was not received and processed by us before your funds were matched and the resulting loan agreement formed.

All loans are repayable by monthly instalments which we collect by Direct Debit (unless we've made a different arrangement with the loan customer). We aim to show all repayments on your Zopa dashboard on the working day we receive them and not later than the end of the next working day.

We can't guarantee that a loan customer will repay their loan.

Regulation of loans

All of our loans start off as a loan from Zopa Bank to the borrower. We do this to make sure that we can always lend to suitable borrowers, and also so that borrowers benefit from all the protections offered by the Consumer Credit Act. As an investor, there are a few things you need to know about those protections. For example:

The agreements and notices we send to borrowers have to comply with strict regulations covering what's included and how it's set out. If they don't comply, the law says that in some circumstances the loan can't be enforced and the lender can't charge interest until the mistakes are corrected.
Borrowers are allowed to repay their loans in full or in part at any time. This means that you will stop receiving interest or may receive less interest than expected. If one of your loans is repaid early, we will try to match your funds with a new borrower but can't guarantee that we will be able to.
If a borrower stops repaying, we have to follow certain procedures before we can get the remaining money back, and may need to ask a court to help.

Note: If you invested in loans before we launched Zopa Bank then these loan agreements will still be between you and the borrower.

2. Fees and changes

We apply a loan servicing fee to each loan agreement that you invest in, which is deducted directly from each borrower repayment before the principal and interest is passed on to investors. The cost of the loan servicing fee may vary between investment products.

The loan servicing fee is a monthly fee applied to a loan agreement (so paid by the borrower), calculated using our servicing rate under the loan agreement to cover the cost of administering loan agreements and any other costs we have agreed with the borrower.

If we implement our wind-down plan we may charge an additional fee per loan to cover our or the back-up servicer's costs. In the general course of our business the current loan servicing fees we collect more than cover the cost of servicing loans. Any additional fees will be deducted from borrower repayments by Zopa Bank Limited (on behalf of Plata) or the back-up servicer in the same way as the loan servicing fee above.

3. Tax

You agree it's your responsibility to account for any tax imposed on you as a result of using the lending platform, including on any interest you earn. We won't deduct any tax from any interest you receive and/or any proceeds of sale of any loan agreement.

4. If the loan customer doesn't repay you

We'll do all we can to collect missed payments and will provide you with updates as appropriate. If a loan customer defaults on their loan, we may also use specialist debt collection lawyers or a debt collections agency to assist with the collections process.

If a loan customer...

Defaults on their loanDiesBecomes insolvent, bankrupt or makes a voluntary arrangement with (or agrees a trust deed for) people to whom they owe money; or

We'll do one or more of the following...

Acting as your agent, we’ll take action to recover the outstanding debt from the loan customer;

And pay out any sums recovered as follows...

Any sums relating to a claim which was accepted in full will be paid to us;We'll pay all sums recovered to you;

We may deduct our reasonable recovery costs, including any litigation costs and expenses to recover outstanding arrears.

Note: A loan customer "defaults" when they fail to make the full amount of four repayments.

5. Changing this agreement

We will regularly review these Principles. If we make any changes, we'll post the updates on this page.

We will make changes to the Principles that we reasonably believe will not put you at a disadvantage, or because we need to respond in a fair way to:

to make them easier to understandchanges in general law or decisions or recommendations made by a court, any regulator or similar organisation or ombudsman we have to follow (e.g., the Financial Ombudsman Service)changes in regulatory requirementsnew industry guidance and codes of practiceor changes to the functionality of our technology or the way we operate it.

What if I don't agree with the changes?

If the change is unfavourable to you, we'll always try to give you at least 30 days' notice before making the change.

If the change is favourable to you, we'll tell you within 30 days of the change being made.

6. Ending this agreement

This agreement has no minimum duration and you can tell us that you want to end this agreement at any time.

If we want to end this agreement, we will give you at least 30 days' notice.

We can also end the agreement without telling you in advance if:

the balance on your account is less than £1,000 you have not had any active products or services with us for six consecutive monthsyou have seriously or persistently breached this agreementyou are, or we reasonably suspect you may be, using or allowing someone else to use our products and services illegally or fraudulentlyyou weren't entitled to register or are no longer entitled to be registeredwe reasonably consider that you have placed us in a position where we might break a law, regulation, code, court order or other duty, requirement or obligation or we may be exposed to action or censure from any government, regulator or law enforcement agencythere has been, or we suspect, a breach of security or misuse of your account, security details or a payment deviceor we reasonably believe that you've intentionally provided us with any false information.

7. Liability

We will be liable (legally and financially responsible) for foreseeable loss or damage suffered by you:

if we or our employees breach any of these Principlesif we or our employees act negligently or fraudulently

We won't be liable to you for any loss or damage that is caused by circumstances beyond our control.

You will be liable (legally and financially responsible) for foreseeable loss or damage suffered by us:

if you breach any of the Principlesor if you act fraudulently.

8. Contingency Planning

Please note the funds you hold on our platform are deposited in a separate client money account with a UK bank in accordance with Principle 14 below.

9. Client money

As a result of the FCA's client money rules, we're required to treat the money we hold for you (money you've transferred to us which we haven't lent out yet and any repayments from borrowers) as 'client money'. Effectively the FCA's client money rules enforce that this money is your money, not ours.

We will hold client money in a bank account or in an FCA-approved client money market deposit account, that is separate and segregated from our accounts used in the course of its business.

We will hold client money in a non-interest bearing account with a bank regulated by both PRA and FCA with a credit rating that meets our criteria. Any interest or income received from your funds held in Zopa's client money account will not be credited to your Zopa account and will be periodically transferred to Zopa's own account.

As a result of money being classed as client money, if we cease trading, the funds held in our client money account will not be considered to be part of our assets.

10. Other things you should know

If any Principle is not capable of being enforced against you, this won't affect any of the other Principles.

Nothing in the Principles will give any person, other than you and us (or any person to whom we have transferred our rights under your loan agreement), any rights under your agreement.

Changes to the Investor Principles

We'll regularly review the Investor Principles. If we make any changes, we'll post the updates on this page.

2 November 2022 Following the closure of the Platform on 7 December 2021 we have made further changes to reflect that we may decide to transfer all or part of our business. Where we do this, we may transfer the management of your account, and any client money held in your account, to another provider, and/or the management of your ISA, and any client money held in your ISA, to another ISA manager. We have also updated the Principles to reflect that we may elect to close your account where you hold a balance of less than £1,000. Finally, we’ve also split out the Principles into Retail Investor Principles and Institutional Investor Principles to make it easier for our retail and institutional investors to identify the principles applicable to them.

1 June 2022 We have made changes: (a) to take account of the closure of the Zopa Platform to retail investors on 7 December 2021; (b) to indicate to those retail investors who still have open accounts containing funds yet to be transferred off the Zopa Platform which Principles no longer apply to those open accounts; and (3) to reflect Zopa Limited’s name change to Plata Finance Limited.

2 July 2021 We have made some changes to the Principles to clarify the basis on which you may withdraw amounts from your ISA. As part of our review of our wind-down plan we have also clarified fees and conditions for a portfolio sale.

18 December 2020 We made changes to give more details about contingency planning.

15 June 2020 We split out the Investor Principles section of the former Zopa Principles. Provisions that were previously in Part A of the Zopa Principles are now either in these Investor Principles or in our Terms of Use. We also added notes to explain the impact of investments in Consumer Credit Act regulated loans.

6 December 2019 We added details of circumstances where we may use a back-up servicer and the increased fees that may be charged if we have to use a back-up servicer. We added clarification on loan servicing fees and loan sale fees. We added details of how we hold your money. We clarified Zopa Bank holds vehicles on behalf of investors. We clarified our right to end this agreement.

4 August 2019 We confirmed when a vehicle loan customer will be considered to be in default.

20 June 2019 We added notes to explain the impact of investments in hire-purchase loans. We updated details of our complaints procedure. We clarified what happens on termination of your account.

1 December 2018 We added details of how our company is now structured and regulated now that we have a banking licence.

21 May 2018 The Zopa Principles have been rewritten to make them easier to read.