TERMS AND DEFINITIONS

GENERAL TERMS

1. Preamble and beginning of relationship

   1. These Terms regulate the use of Services provided by the Operator via the Website www.fundaus.com.
   2. The Terms are the part of the Agreement for use of the Services between the Project owner and the Operator, which consists of these Terms, the Loan Application, the Special agreements (if any) and the Platform’s Pricelist. The conditions of the usage of the Services, which are not included in these Terms, are defined in additional manuals, instructions and FAQs placed on the Website and shall also be binding to and observed by the Project owner.
   3. The Project owner enters into the Agreement by submitting its Loan Application to the Operator via the Website or in other way and certifying its consent to these Terms and other Operator’s documents. The Operator enters into the Agreement by acceptance of the Project owner’s Loan application resulted in placement of the Offer on the Website after completion of KYC procedure and general assessment of the Project owner and its Project (and the Collateral and the Collateral providers where applicable) in accordance with the Operator’s AML Policy, internal procedures and requirements of the Law.
   4. The obligatory preliminary condition for entering into the Agreement is acceptance of the Operator’s AML Policy, Privacy policy and Complaint handling policy by the Project owner. These documents are available on the Website. The Project owner accepts them upon submission of the Loan application.
   5. Upon submission of the Loan application, the Project owner confirms that it has read the Terms and the above-mentioned documents, understood them and agrees to them.
   6. These Terms also regulate the relationship and mutual obligations between the Parties and the Agent.
   7. These Terms do not cover and regulate the relationship between the Operator and the Investors, which are regulated by separate documents.
   8. The relationship between the Operator and the Project owner is limited with placing the Offers on the basis of these Terms and in accordance with the Operator’s documents. The Operator shall not be considered as an authorized person of its customers. All actions on the Platform are made by the Investor and the Project owner independently and fully reflect their will. The Operator in this lending relationship may be considered as a technical vehicle for realization of the Investors’ and Project owners’ activities.

2. Limitation of liability

   1. The Operator’s liability is limited with the Operator’s registered statutory capital.
   2. All information on the Projects provided on the Website fully reflects the Project owner’s certifications, guarantees and undertakings without an additional advertisement from the Operator’s side.
   3. The Operator does not provide payment services or any other services except for the Services – provision of the Platform for establishment of relationship between the Investors and the Project owners.
   4. In addition to the Services, the Operator performs an administrative function in the execution and performance of Loan Agreements and Collateral Agreements for lending and securing purposes by the Parties.
   5. The Operator keeps its right to reject the disbursement of the Loan to the Project owner without any explanations given to the Project owner if in the Operator’s opinion this disbursement may in any way pose a threat to its interests or the interests of the Agent or Investors or if the funding of the Project owner’s Project does not comply with the Operator’s business policy anymore. The Operator shall not be liable for any losses of such rejection.
   6. Among other things, neither the Operator, nor the Agent are not liable for:
      1. the performance of Investors’ obligations;
      2. the trueness or accuracy of information and/or confirmation(s) published or provided by the Project owner to the Operator. The above-specified exclusion of liability shall also apply to any details and other information published on the Website in respect of the Projects and the Project owners;
      3. any disruptions or impediments that may occur in the operation of the banking or payment institution holding the Investor’s funds or processing the transactions for use of the Services, including any losses which may directly or indirectly be incurred as a result of the insolvency or moratorium of such institution or any other similar event;
      4. any bugs or disruptions that occur in the IT systems of the Operator;
      5. the trueness and accuracy of any forecasts, including financial indicators and forecasts of any Project, published on the Platform, which is a full responsibility of the Project owner, and no warranty or representation is made by either the Operator or the Agent in respect of the same;
      6. any circumstances that derive from or depend on the identity of the Project owner or the Investor;
      7. any non-material damages, loss of profit or other indirect losses, or other damages caused as a result of its conduct other than intentional misconduct;
      8. the losses incurred as a result of malfunction or technical equipment of means of communication, Website maintenance etc.;
      9. the losses incurred by the Project owner as a result of non-observance or violation of these Terms and other binding documents of the Operator, duly accepted by the Project owner;
      10. possible liabilities resulting from the Law that may arise for the Project owner in relation to the Services, used by the Project owner
   7. Both Parties – the Operator and the Project owner – are not liable for improper fulfilment of their liabilities arising from the Agreement if the purpose is Force-majeure circumstances. The Party whose liabilities cannot be fulfilled in the result of the Force majeure circumstances shall notify the other Party as soon as it becomes possible. If the Force-majeure circumstances last longer than 3 months this Agreement shall be terminated, provided that the Parties have fulfilled all their mutual obligations and obligations to the third Parties arising from this Agreement and other agreements related to the Services, that are not impacted by the Force-majeure circumstances. The Agreement can also be amended by mutual agreement of the Parties, excluding the impossible conditions and leaving the other conditions in force.

PROJECT OWNER’S ACCEPTANCE AND ACCOUNT OPENING

1. Beginning of the relationship

   1. The Project owner shall apply for the establishment of the relationship by filling in the online application form on the Website or by contacting the Operator in other way. This application is preliminary and shall be made for launch of communication between the Project owner and the Operator and shall not be considered as the Loan application.
   2. The Operator will contact the Project owner and organize a meeting for discussing the details related to the Loan required. Optionally, a list of questions may be sent to the Project owner’s email in order to obtain basic information about the Project owner’s needs. Based on this basic information received from the Project owner, the Operator preliminary decides whether the Project owner and its Project qualify for the Services and therefore may be further assessed in accordance with the Operator’s procedures. The Operator is entitled to reject provision of the Services to the Project owner without providing any explanations.
   3. If the Operator agrees to start the Project owner’s assessment procedure, the Loan application shall be filled in, signed and submitted by the Project owner to the Operator, accompanied by the additional documents requested by the Operator, such as, at least, the Questionnaire, the KIIS and the documents necessary for the KYC procedure and assessment of the Project owner and the Project.
   4. By signing the Loan application, the Project owner confirms its acceptance of these terms, the Operator’s AML Policy, Privacy policy, Complaint handling policy and other Operator’s documents governing provision of the Services. From the moment of signing of the Loan application this Agreement shall be considered as concluded and is binding for the Project owner together with above-mentioned Operator’s documents. The Loan application shall be signed by a duly authorized representative of the Project owner either by hand or using secure electronic signature.
   5. The information and documents required by the Operator for the assessment of the Project owner and the Project shall contain, at least, the following information:

      - information and documentation necessary for the KYC procedure of the Project owner;

      - information required for the assessment of reputation and financial state of the Project owner;

      - information required for the assessment of legal capacity of the Project owner and its representatives, related to the Project, and borrowing issues;

      - information on the Project, including business plan and other required data;

      - information on the Collateral if such is being provided;

      - information on the Collateral provider if different from the Project owner for KYC and assessment purposes;

      - a completed KIIS;

      - other information requested by the Operator in order to assess the Project owner and the Project.

   6. Completion of KIIS and changes therein
      1. KIIS shall be filled in by the Project owner itself or shall include only the information and data obtained by the Operator from the Project owner. The Project owner shall provide a fully completed KIIS or information required.
      2. The Project owner observes the requirements of the Regulation and the Commission Delegated Regulation (EU) 2022/2119 in relation of preparing the KIIS, including:

         - the maximum length of 6 pages,

         - prohibition of footnotes,

         - clearness, and

         - completeness of information.

      3. The Project owner must register with the organisation accredited by the Global Legal Entity Identifier Foundation (GLEIF) to issue Legal Entity Identifiers (LEI) and obtain the LEI number to specify it in KIIS.
      4. The Operator shall check the correctness, completeness, and compliance of the KIIS with the requirements of the Regulation and Commission Delegated Regulation (EU) 2022/2119 and, if during the check and assessment of the Project owner the Operator finds any deviances, the Project owner shall immediately upon the request of the Operator provide the clarifications, explanations and to correct the mistakes found in the KIIS.
      5. The Project owner shall provide KIIS in English or Estonian language.
      6. If a potential Investor asks for translation of the KIIS, the Operator shall organize such translation, provided that the translation shall not impact the essence of the information included in the KIIS. In case of necessity the Project owner shall assist in translation or confirmation of its correctness upon the request of the Operator.
      7. The Project owner to notify the Operator immediately of any change of information in order to keep the KIIS updated at all times and for the duration of the Offer.
   7. The Operator may apply a fee for the assessment of the Project owner and its Project in accordance with the Pricelist.

2. KYC rules and requirements and account opening with the PSP

   1. Upon the submission of the Loan application the Project owner confirms to the Operator that it meets and will meet the following requirements to the Project owner throughout the entire period of usage of the Services:
      1. It is a legal entity registered with the relevant registry in the Member state;
      2. The Project owner has a Project owner’s bank account opened with a licensed banking or payment institution of a Member state;
      3. No insolvency proceedings are declared in relation to the Project owner and no signs of insolvency of the Project owner have been revealed;
      4. No restrictions of legal capability for the Project owner have been imposed and no such restrictions exist;
      5. No restrictions of legal capability for the Collateral provider have been imposed and no such restrictions exist;
      6. The representatives of the Project owner and the representative of the Collateral providers have and will have all the necessary powers, permissions, acceptances from the Project owner’s and the Collateral provider’s companies for entrance into this agreement, loan and collateral agreements and other agreements related to the Services and for due fulfilment of the obligations arising thereof.
   2. The Project owner shall submit the information and documents required for KYC in accordance with the requirements of the Operator’s AML Policy.
   3. Upon conclusion of the Agreement, the Project owner gives an instruction to the Operator to obtain and process the personal data related to the Project owner and necessary for the KYC and for preparation of provision of the Services to it. The Project owner confirms that it acknowledges and agrees (where is necessary) that the Operator processes and keeps personal data of its representatives, shareholders, Beneficiaries and other related individuals, requests their personal data from third persons, databases and registers where it is possible and transfers its personal data to the third parties for the KYC procedures in accordance with the requirements of the Law and for other legally based purposes and in order to fulfil the Agreement and provide the Services. The Operator’s actions related to the Project owner’s personal data are described in the Operator’s Privacy policy, which the Project owner has agreed to. By accepting the Operator’s Privacy policy, the Project owner certifies that all related persons whose personal data it discloses it to the Operator have given their duly authorization to the Project owner for such disclosure and the Project owner fully indemnifies the Operator against any claims from these persons in this regard.
   4. The Project owner authorizes the Operator to transfer its data and to disclose information about it to the PSP for the purpose of opening the Account and the Project account and to the Agent – for preparation and execution of the Loan agreements and Collateral agreements.
   5. The PSP performs its own KYC procedure of the Project owner, using the information and documents obtained from the Operator.
   6. If the PSP accepts the Project owner, the Account and the Project account may be opened if the Project is accepted by the Operator in result of overall assessment as described further.
   7. Each Project owner may have one Account and several related Project accounts, depending on the number of the Projects.
   8. The Account and the Project account may be suspended or closed if the Project owner does not comply with the PSP’s AML policy or other requirements. The Project owner shall familiarize itself with the PSP documents on the PSP website before conclusion of this Agreement.
   9. The Project owner may use the Account and the Project account only within the usage of the Services and only via the Operator.
   10. The Project owner may credit its Account or the Project account only with its own funds, transferring them from the Project owner’s bank account in the Member state.
   11. The Project owner understands and agrees that negative results of the KYC made by the Operator are fully sufficient ground for rejection of its Loan application by the Operator. The Operator is not obliged to explain the reason of such rejection to the Project owner.
   12. The Project owner can be also rejected by the PSP, and in this situation, it will be unable to use the Services.

3. Reputation assessment

   1. The Operator makes a research and assessment of the Project owner’s reputation, using available public sources of information and the information provided by the Project owner on the Operator’s request. The Project owner authorizes the Operator to request and obtain any necessary information from third persons in order to make the Project owner’s “portrait”, which will be taken into account for making decision on acceptance of the Project owner’s Loan application.
   2. The Project owner understands and agrees that negative information on itself, its business, related persons or its Project is a fully sufficient ground for rejection of its Loan application by the Operator. The Operator is not obliged to explain the reason of such rejection to the Project owner.

4. Financial state and risks assessment

   1. A credit scoring system is developed and approved by the Operator in order to access the Project owner’s financial state and creditworthiness and its Project.
   2. The Project owner undertakes to provide all documents and information requested by the Operator for credit scoring purposes, including, but not limited to: annual financial statement(s) with itemisation, operating accounting data of the Project owner and associated companies if relevant and (or necessary), data on the Project owner and associated persons from Credit Register of the Central Bank (or equivalent) and commercial debtors’ registers if necessary.
   3. The Project owner understands and agrees that negative results of the credit scoring made by the Operator are fully sufficient ground for rejection of its Loan application by the Operator. The Operator is not obliged to name the reason of such rejection to the Project owner.

5. Project assessment

   1. The Operator makes an in-depth analysis of the Project based on the information and documents provided by the Project owner on the Operator’s request and obtained by the Operator independently.
   2. The Project owner agrees that the Operator is entitled to request a legal opinion on the Project and the jurisdiction where it is being developed; appraisal of the Project made by an appraiser accepted by the Operator and the insurance of the risks related to the Project. The Operator is entitled to order these documents on behalf of the Project owner and pay for it based on the Operator’s issued invoices. The Project owner undertakes to cover all the expanses made by the Operator for the purpose of assessment of the Project. The Project owner authorizes the Operator to order such documents and to deduct the amounts of the related expenses if they are paid by the Operator or the Agent from any payments due to the Project owner (including the Loan amount).
   3. The Project owner understands and agrees that unsatisfactory results of the Project assessment made by the Operator are fully sufficient ground for rejection of its Loan application by the Operator.

6. Assessment of legal capacity

   1. The Operator checks legal capacity of the Project owner, makes legal analysis of the Project owner’s documents related to its corporate issues, authorizations, ownership rights and other matters.
   2. The Operator is entitled to obtain a legal opinion on the procedure of registration of Collateral, protection of the Operator’s or Investors’ interests and on other legal matters if the Operator considers it necessary for full assessment of the Project owner and its Project. The Project owner agrees to cover all the expenses related to the obtaining the legal opinion and does hereby authorize the Operator to order such documents and to issued invoices for reimbursement of such expenses or withhold the amount of the related expenses from any amounts payable to the Project owner in relation to the Services (including the Loan amount).
   3. The Project owner understands and agrees that unsatisfactory results of the assessment of the legal capacity made by the Operator are a fully sufficient ground for rejection of its Loan application by the Operator.

7. Assessment of the Collateral and the Collateral provider

   1. The Operator makes the assessment of the Collateral offered by the Project owner in order to secure its liabilities arising from the Loan agreement.
   2. The Operator considers whether the Collateral is sufficient, legal, free of encumbrances, available for pledging and marketable. The costs and timing required for registration of the Collateral and for enforcement of the Pledgee’s rights also is being assessed.
   3. If the Collateral provider is other than the Project owner, an additional overall assessment of the Collateral provider shall be made. The Project owner does hereby undertake to provide all information on the Collateral provider to the Operator for purpose of such assessment, including organization of the personal or distant meeting if the Operator finds it applicable with the Collateral provider or its representatives.
   4. If the value of the Collateral is not sufficient or has decreased, the Operator is entitled and the Project owner is obliged to provide an additional Collateral.
   5. The Project owner agrees that the Operator is entitled to request a legal opinion on the Collateral and the jurisdiction where it is located; an appraisal of the Collateral made by an appraiser accepted by the Operator and the insurance of risks related to the Collateral. The Project owner undertakes to cover all expenses related to the above. The Operator is also entitled to order these documents on behalf of the Project owner and pay for them with further right to refund its expenses as stated in these Terms.
   6. The Project owner understands and agrees that unsatisfactory results of the assessment of the Collateral or the Collateral provider or failure to provide an additional Collateral on the Operator’s request are fully sufficient ground for rejection of its Loan application by the Operator.

8. Project owner’s acceptance or rejection by the Operator

   1. Based on the results of the assessment of the Project owner and the Project the Operator makes a decision whether to accept or to reject the Loan application.
   2. If the Project owner’s Loan application is rejected it will be notified accordingly by the means of communication specified by the Project owner in its Loan application.
   3. If the Project owner’s Loan application is accepted by the Operator, the Offer shall be prepared for placement on the Website, accompanied by the draft Loan agreement and draft Collateral agreement(s) prepared by the Operator and agreed by the Parties. The Offer and the draft agreements will be available to the Investors on the Project’s page on the Website.
   4. The Offer shall be placed on the Website within 5 (five) business days from the moment of its acceptance by the Project owner.

PAYMENTS FOR THE SERVICES

1. For the use of Services, the Project owner shall pay fees to the Operator in accordance with the Pricelist.
2. The Project owner agrees that the fee for funds raising payable, specified in Operator’s Price list, may be spit in two parts – pre-payment, not exceeding 1% of the requested Loan amount, and success fee i.e., the difference between the total fee and the pre-payment. A pre-payment shall be made by the Project owner before publishing the Offer. Success fee in the amount of residual part of the fee, i.e., the difference between the total fee and the pre-payment, shall be paid once the Pool is completed.
3. The fee shall be paid to the Operator’s account in Euros within the term specified by the Operator.
4. The pre-payment shall be considered as a guarantee deposit. If the Project owner recalls its Loan application after it is published or in other situations specified in these Terms, the Operator shall keep this pre-payment as a penalty.
5. The Parties may agree on inclusion, deduction or exclusion of any fees in writing.
6. The Project owner shall pay a fine in case of delay of any payments to the Operator in amount of 0.5% (half percent) of the delayed payment amount per each day of the delay.
7. The Operator is entitled to deduct any amounts payable to the Project owner with the amount of the outstanding payments to the Operator, including the amount of the fine accrued.
8. The Operator is also entitled to suspend or to reject provision of the Services to the Project owner in case of delayed fulfilment of its liabilities. If provision of the Services is in progress, the Agreement may be terminated unilaterally by the Operator, provided that this does not negatively impact the Investors’ interests. The Project owner shall indemnify the Operator and the Agent against any losses in the situation of such termination of the Agreement.

PROJECT FUNDING

1. The Investors shall invest their funds via the Platform to fund the chosen Project.
2. The draft Loan agreement and draft Collateral agreements (where applicable) shall be accepted by the Investors upon investing as prescribed further in these Terms.
3. Once the Pool is completed or the Minimal target is reached within the Completion term, a respective notice shall be given to the Project owner by the Operator together with the invitation to sign the Loan agreement and the Collateral agreements (if any). The Loan agreement shall be concluded stating the real amount of the Loan, which may differ from the amount specified in the Loan application. If only the Minimal target is reached – it shall be considered as the Loan amount.
4. If the Pool is not completed and the Minimal target (where applicable) is not reached within the Completion term, the collected funds shall be returned to the investors in accordance with their Participation amounts and the Project owner’s Loan application shall be considered rejected without any liability of the Operator in this respect. In this situation the Project owner is entitled to apply for the financing repeatedly.

LOAN AGREEMENT

1. The Loan agreement shall formally consists of two parts – General Terms and Special Terms.
   1. The General terms shall contain the general agreements between the Lender and the Project owner and shall be disclosed to the Investors on the Website next to the Offer. Once the General Terms are agreed by the Project owner and the Operator, they shall be made available for the Investors. The General terms, among other information, shall include the Loan amount and – where applicable – the Minimal target.
   2. The Special Terms may contain the following specific information and conditions, which may become disclosed only to the Investors who invested in the Project:

      • Number, date and Estonian time of the conclusion of Loan Agreement;

      • Project owner’s data;

      • Investor’s data (if the Investor is acting directly as the Lender);

      • Agent data (as the Lender, acting on the basis of the Agent agreement);

      • Data of the Representatives of the Parties;

      • Purpose of the Loan - a name and / or ID of the Project for funding;

      • Loan amount (the entire Loan amount);

      • Maturity date;

      • Loan interest rate and payment dates;

      • The Collateral data.

2. The Loan agreement and the Collateral agreements (if any) shall be prepared by the Operator, based on the Loan application and provided to the Project owner for consideration. The data (the Project owner’s requirements in respect of the Loan) submitted by the Project owner in its Loan application, provided that the Operator has accepted them, may be included into the Special terms.
3. The Loan agreement, essentially, consists from the Project owner’s offer to fund its Project in the entire amount (executed in a form of the Project description based on the Project owner’s Loan application and published on the Website), the Investors’ counter-offers to fund the Project with their chosen amounts (Participation amounts) and the Project owner’s acceptance of the funding in the Investors’ offered amounts (expressed in signing of the Loan agreement for the entire Loan amount).
4. The Loan agreement shall be signed by the Agent in its name, but in the interests of the Investors.
5. The Project owner acknowledges that, without prejudice to the other provisions of these Terms and the other related documents, and for the purpose of ensuring the validity and effect of any Collateral registered under the law of the jurisdictions where the respective Collateral object is placed, the Project Owner is obliged to pay to the Operator the amount always not less than the aggregate amount of the Project Owner’s liabilities to all the Investors participating in the same Loan (the “Parallel Debt”). Any payment made, or amount recovered, in respect of the Project owner’s Parallel Debts shall reduce its debts to the Investors proportionally to their participation in the respective Loan.
6. All payments to be made by the Project Owner under the Loan Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. The Project owner shall be obliged to pay its Parallel Debt to the Operator (including Interest, principal amount of the Loan, penalties and other possible liabilities) on the payment terms specified in the Loan agreement, and the Operator shall distribute these amounts between the Investors.
7. The Loan agreement shall be executed in writing and signed by the Agent and the Project owner.
8. If the Loan agreement contains the Project owner’s obligations to provide the Collateral in order to secure its obligations, the wording of the Collateral agreements shall be agreed by the Project owner and the Operator and shall be made available for acceptance by the Investors during investing. The Agent shall sign the Collateral agreements as the Pledgee. The Collateral shall be registered in favour of the Agent as a trustee of the Investors.

COLLATERAL

1. If the Collateral is provided by the Project owner this shall be done prior to the Loan disbursement and all expenses related to the provision of the Collateral shall be covered by the Project owner (including, but not limited to registration fees, notary and lawyer fees, insurance premiums, fees for obtaining a legal opinion or valuation in respect of the Collateral and any other expenses, which shall be necessary in the Operator’s point of view or required by the Law). The Project owner authorizes the Operator to issue invoices for reimbursement of such expenses of the Operator or to deduct the amounts of these expenses if they are paid by the Operator or the Agent from any payments due to the Project owner, including the Loan amount.
2. The Project owner is obliged to provide the original documents, certifying the registration of the Collateral, to the Operator prior to the Loan disbursement. If it is agreed to disburse the Loan amount to the Project owner before the Collateral is provided, the Project owner shall provide the Collateral within the term specified by the Operator, otherwise the Loan won’t be disbursed and this will be considered as the Project owner’s recall of the Loan application, resulting in penalties specified in these Terms.

LOAN DISBURSEMENT

1. The Loan amount shall be disbursed to the Project owner’s bank account within 3 (three) business days after all the preliminary conditions stated in the Loan agreement and the Collateral agreements are duly fulfilled by the Project owner and the Collateral provider and a fee for the Operator’s services stated in the Pricelist is duly paid by the Project owner to the Operator.
2. The Loan amount shall be considered disbursed to the Project owner at the moment when the Project account is credited with the respective amount and the notice of the Loan disbursement is given to the Project owner. The Operator is not liable for the time of the bank transfer of the Loan amount from the Project account to the Project owner’s account outside the PSP.
3. The Project owner agrees that the amounts, which shall be paid by the Project owner to the Operator, may be withheld by the Operator from the Loan amount prior to the disbursement. If in this situation the amount received by the Project owner will be less than the Loan amount, in fact, but the Loan anyway shall be considered as disbursed in full, and the Project owner is liable for the entire Loan amount.
4. The currency of the Loan shall be Euro, unless in the Loan agreement is agreed differently.

PROJECT OWNER’S RECALL OF THE LOAN APPLICATION AND THE OFFER

1. If the Project owner recalls the Loan application after it is accepted by the Operator but before the Offer is placed on the Website it shall pay the fees for processing the Loan application and for the assessment made by the Operator in accordance with the Pricelist or in amount agreed by the Parties and cover all the expenses made by the Operator in respect of the Project owner and its Project based on the Loan application. The amounts of fees paid by the Project owner to the Operator in advance will not be returned to the Project owner.
2. The Project owner is not entitled to change conditions of the Offer from the moment the first investment is made.
3. If the Project owner recalls the Loan application after the Offer based on it is published on the Website it shall be considered as recall of the Offer by the Project owner. In this situation, the Operator (in addition to the mentioned above) is entitled to write off the guarantee deposit, if any, as a penalty.
4. The inability to disburse the Loan within the term stated in the respective Loan agreement because of the Project owner’s or Collateral providers failure to provide the required Collateral or to fulfil other preliminary conditions for the Loan disbursement shall be considered as the Project owner’s recall of the Loan application and have the consequences as prescribed in the cl.9.3. of the Terms. The term for the Loan disbursement defined in the Loan agreement shall be considered as the date of the Project owner’s recall of the Loan application.
5. If there are changes in the information included in the KIIS, but it is not corrected and updated by the Project owner on the Operator’s request within 20 (twenty), the collection of funds shall be stopped and the invested funds shall be distributed between the Investors in accordance with their participation in the Pool. This situation shall be considered as the Project owner’s recall of the Loan application and have the consequences as prescribed in the cl.9.3. of the Terms.
6. The Project owner authorizes the Operator to debit its Account with any amounts due in accordance with these Terms.

PROJECT OWNER’S OBLIGATIONS ARISING FROM THE LOAN AGREEMENT

1. Payment of Interest

   1. The Project owner shall pay the Interest to the Lender at the rate agreed in the Loan agreement.
   2. The Interest shall be paid in accordance with the terms and conditions of the Loan agreement to the Project account. The Project owner authorizes the Operator to debit its Account with the amounts of the Interest in order to distribute it between the Investors proportionally to their Participation amounts.
   3. The Interest shall be calculated and accrued from the date of disbursement of the Loan amount.
   4. The Interest shall be paid in the same currency in which the Loan as been disbursed.
   5. A non-payment or delayed payment of the Interest by the Project owner may result in the Event of default.

2. Loan repayment

   1. The Project owner shall repay the Loan in full in the term stated in the Loan agreement. The liabilities of the Project owner shall be considered fulfilled when all outstanding amounts, including the principal amount of the Loan, Interest, fines, penalties, expenses and other possible amounts due are credited to the Project account, as prescribed in the Loan agreement.
   2. The Project owner authorizes the Operator to debit its Account with the repaid amounts of the Loan in order to distribute them between the Investors proportionally to their Participation amounts.
   3. The Loan shall be repaid to the Project account in the same currency in which it has been disbursed.
   4. A delayed or partial Loan repayment or non-repayment thereof shall be considered as the Event of Default with all the consequences described in the in the Loan agreement.

3. Other obligations

   1. The Project owner undertakes to fulfil all other obligations arising from the Loan agreement and other agreements related to the Loan, including payment of penalties (if applied) and covering expenses (if any) in due term and manner.

EVENT OF DEFAULT AND THE CONSIQUENCES THEREOF

1. General rules

   1. The situations of the Event of Default are described in the Loan agreement.
   2. The Project owner shall notify the Operator immediately on its inability or any facts that may result in inability to fulfil its liabilities arising from this Agreement or the Loan agreement or any other agreement entered into between the Project owner and the Operator or the Agent or third persons and related to the Loans and the Services.
   3. If the Event of Default occurs under the Loan agreement, the Operator and the Agent are entitled to start the enforcement procedure against the Project owner. The Project owner is entitled to take measures necessary for repayment of the indebtedness voluntary and reduce possible expenses for the enforcement and debt collection in case of bringing the dispute to the court.
   4. The Project owner acknowledges and agrees that Loan restructuring will not be applied to the defaulted Loans.

2. Enforcement of the Collateral and debt collection

   1. Iimmediately, as soon as the Event of Default is admitted, and if the debt is not repaid by the Project owner voluntarily, on the Operator’s or the Agent’s request, the Agent or its designated person may start the enforcement procedure and execute its Pledgee’s rights if the Loan is secured by the Collateral. If the debt collection is started, the penalties in accordance with the Price list shall be added to the amount of indebtedness of the Project owner under the Loan agreement and shall constitute the entire debt to be collected from the Project owner.
   2. All funds collected during the enforcement procedure shall be paid to the Project account and further distributed between the Investors proportionally to their Participation in the Loan. The amount distributed between the Investors may be reduced by withholding the Operator’s and the Agent’s expenses for going to court and forcible recovery under a judicial act that has entered into force, for enforcement of the Collateral and other related necessary activities for the purpose of the debt collection.
   3. The Project owner understands and agrees that the Investors may keep their Claim rights to the Project owner in amount of insufficient settlement of the Project owner’s indebtedness arising from the Loan agreement. As a result, if the amount collected by the Agent from the Project owner and from the sale of the Collateral within the debt collection procedure is not enough for settlement of the Project owner’s indebtedness arising from the Loan agreement the Project owner shall remain liable for the residual part until the debt is repaid in full.
   4. The Agent is entitled to contract third persons for enforcement and collection procedure and the Project owner does hereby gives its consent for the data, including personal data, related to the Project owner, the Loan, the Loan and the Collateral agreement, the Collateral provider, the Project and the Collateral, disclosure and transfer to these third persons for this purpose.
   5. All expenses related to the enforcement and collection procedure shall be settled by the Project owner and included into the amount of the Project owner’s liabilities.

3. Assignment of the Claim rights

   1. The Lender is entitled to assign in full or partly its Claim rights.
   2. The Assignment can be made before the enforcement and collection procedure are launched, during it or after the collection of the debt if the residual part of the indebtedness still remains due.
   3. No additional consent of the Project owner shall be necessary for the Assignment.

4. Sale of Collateral

   1. The Agent is entitled to sell the pledged property (the Collateral) in order to settle the Project owner’s liabilities arising from the Loan agreement.
   2. The Project owner does hereby authorize the Agent for such sale and confirms that no additional authorizations are necessary for that; however, the Project owner undertakes to issue all the powers of attorneys (including from the Collateral providers if requested) or provide any other necessary support (if required in relation of the sale of the Collateral) on the first request of the Agent or the Operator.
   3. The Operator is entitled to require the fulfilment of the Project owner’s liabilities from the Collateral provider directly at any time without an obligation to require this from the Project owner first.

5. Other consequences of the Event of default

   1. The Event of default gives the rights to the Operator, Agent and the Investors to terminate unilaterally any and all agreements concluded with the Project owner and the Project owner shall reimburse all the losses or expenses arising from such termination, if any.
   2. If any Offers to fund other Project owner’s Projects are placed on the Platform at the moment of the Event of default the Operator may terminate and remove these Offers from the Website, unless any investments are already made based on these Offers. This removal of the Offers shall be considered as the Project owner’s recall of the Loan application and the Operator is entitled, but the Project owner is obliged, to act accordingly as it is prescribed in the cl.9.3. of these Terms.

PROVISION OF INFORMATION

1. The Project owner is obliged to provide any information requested by the Operator or required by the Law in order to use the Services. The information shall be provided by the Project owner within the time period specified in the Operator’s request in the form required by the Operator. A regular KYC procedure shall be applied to the Project owner and to the Collateral providers in accordance with the Operator’s AML Policy.
2. The Project owner shall also immediately notify the Operator on any changes is the information previously provided and included in the KIIS, as well as about a situation (obstacles, changes etc.), which may impact the fulfilment of its obligations and payment liabilities which arise from the Agreement or the Loan agreement.
3. A non-provision or delayed provision of the information or provision of misleading information may result in rejection of provision of Services and/or in termination of the Agreement and /or applying penalties, including writing off the guarantee deposit if such was applied.
4. The Project owner shall indemnify the Operator and the Agent against any losses in the situation of such termination of the Agreement.

TERM AND TERMINATION OF THE AGREEMENT

1. This Agreement shall be in force from the moment when it is accepted by the Project owner till the moment it is terminated as prescribed below.
2. The Project owner and the Operator may terminate this agreement in writing, provided that all mutual obligations and liabilities are duly fulfilled.
3. The Operator is entitled to terminate this Agreement unilaterally with immediate effect in the following situations:

   - the Event of default by the Project owner occur under any Loan agreement concluded using the Services;

   - the Project owner does not comply with the Operator’s AML Policy;

   - the Project owner has violated the Law, these Terms, conditions of the Loan agreement or the Collateral agreement or other Operator’s documents;

   - the Operator has suspicions that the Project owner uses the Services for illegal purposes or does not use the Loan for the purpose stipulated in the Loan agreement;

   - the Project owner has not used the Services for more than one year and there are no outstanding obligations of the Project owner;

   - continuing of provision of the Services to the Project owner, at the Operator’s opinion may threaten the Operator’s, the Agent’s or the Investors’ interests;

   - provision of the Services to the Project owner becomes impossible for the reasons that the Operator cannot impact.

4. The Project owner is entitled to terminate this Agreement unilaterally by giving the 30-days-notice to the Operator, provided that all Project owner’s liabilities are fulfilled and there are no Loan agreements or Offers in force or Pools under completion.
5. In any case, this Agreement may not be terminated while there is at least one Loan agreement in force or the Project owner has any outstanding liabilities either to the Operator, or to the Investors, or the Agent, or the third parties related to the Services.

Communication

1. The Parties agree that all notices will be sent by email to their email addresses. The Project owner may use the Operator’s email address: [email protected]; the Operator may use the Project owner’s email address provided by the Project owner in its Loan application. The Project owner shall notify the Operator immediately if its email address is changed, otherwise all the Operator’s notices sent to previous email address shall be considered as received by the Project owner.
2. The Operator in any case is entitled, on its own discretion, to send notifications by means other than email, using the contact data provided by the Project owner, and to request the Project owner to deliver any information, notices or documents in originals via ordinary post or personally.
3. The notices shall be considered delivered by the Project owner:
   1. if send by email – after 24 hours;
   2. if sent by post – after 14 (fourteen) days;
   3. if delivered personally – immediately.
4. The Operator may send all information addressed to the Collateral providers to the Project owner. The Project owner undertakes to deliver this information to the Collateral providers without delay and is fully liable for consequences of fulfilment of this obligation.
5. The Operator is not responsible for any consequences if the Project owner has changed its contact details without the respective notice given to the Operator.
6. The Project owner’s communication rules with the Agent and the Investors may be agreed in separate agreements, governing their relationship.

Confidentiality and data protection

1. The information related to the Agreement, both Parties, Projects, Agent, and Investors, which is not publicly available, shall be considered as confidential.
2. The Operator discloses confidential information if it is necessary for the execution of the Agreement, provision of the Services and / or for protection of the interests of the Operator, the Agent, the Investor or the Project owner.
3. In addition to the confidential information disclosure requirements defined above, the disclosure of the confidential information is allowed every time when it is required by the Law.
4. The Operator processes personal data in accordance with its Privacy policy, GDPR and the Law. The Operator’s Privacy policy is available on the Website and the Project owner’s consent to it is a preliminary condition for use of the Services.
5. The Project owner’s agreement with the Privacy policy is considered as the assignment given to the Operator to process its personal data in order to provide the Services and is a preliminary condition for the usage of the Services being provided.
6. The Project owner gives its consent to processing of personal data of its related persons in accordance with the Operator’s Privacy policy for the purposes of this Agreement. The Project owner confirms that it has all necessary authorizations from the mentioned related persons for giving such consents on their behalf and indemnifies the Operator against all and any complaints and claims related to this issue. The Project owner understands that if it recalls its consent to personal data processing the provision of the Services by the Operator may become impossible.
7. The Operator is entitled to disclose personal data pursuant to the Privacy policy, if it is necessary for the execution of the Agreement, provision of the Services and / or for protection of the interests of the Operator, the Agent, the Investor or the Project owner upon the conditions that all GDPR requirements are observed.
8. The Project owner agrees that the Operator and the Agent may use the address, email address and the phone numbers provided by the Project owner in order to send notifications related to the Services and for communication with the Project owner.

Intellectual property

1. All texts, documents, images, videos, music, photos, logo, trademarks, brands, domains, databases, software, web design and other components of the Website or texts or visual materials included in the documents provided by the Operator to the Project owner in relation to this Agreement (together – “the content”) is an intellectual property of the Operator or the Operator is a legal possessor of this information.
2. It is strictly prohibited to copy, sell, modify or use the information in other way, except for the purpose of use of the Services on the Platform in accordance with the Agreement, without the previous written consent of the Operator. The Operator has full rights for claiming indemnification in accordance with the Law if the Project owner breaches this rule.

Termination of the Operator’s activities

1. A declaration of bankruptcy of the Operator or termination of the Operator's operations for some other reason does not affect the validity of the loan documents already entered into (unless otherwise stated in the Loan agreement).
2. In the event the Operator is declared bankrupt or if the Operator terminates its operations for some other reason:
   1. the Completion term of each active Pool shall lapse prematurely;
   2. if the Pool is completed, but the Loan is not disbursed to the Project owner, the Operator shall distribute the funds between the Investors in accordance with their Participation in the Pool;
   3. if the Loan is disbursed to the Project owner in accordance with the Loan agreement, the Project owner shall continue fulfilment of its obligations in accordance with instructions of the appointed bankruptcy trustee or other administratoror of the Operator.

Complaints

1. In accordance with the Operator’s Complaints handling policy the Project owner may submit its complaints to the Operator using the complaints form on the Website or by ordinary post or mail.
2. The complaint will then be investigated and processed in accordance with the Operator’s Complaints handling policy.

Governing Law and dispute resolution

1. The relationship between the Project owner and the Operator and the Agent arising from this Agreement shall be governed by Estonian Law.
2. If there any conflicts between the Parties, which cannot be solved via negotiations, the dispute shall be resolved in the courts of the Republic of Estonia in accordance with the Estonian Law.
3. The Parties agree that the full complaint resolution procedure shall be passed prior to going to the courts.

Amendments to the Agreement

1. All amendments and additional special agreements to this Agreement initiated by the Project owner shall be agreed and approved by the Operator in written form.
2. The Operator is entitled to make changes in these Terms, the Pricelist, and any policies and other documents with a prior one-month notice to the Project owner sent via email. The changes and new documents shall enter into force after one month from the moment of the notice.
3. The Project owner shall familiarize itself with the updated documents and give its consent to the amendments prior or after their entrance in force, but in any case, before the further use of the services provided by the Operator. If the consent is not given the Operator shall suspend the provision of the Services to the Project owner.
4. If the Project owner does not agree to the changes in the Agreement or other documents it is entitled to apply for the termination of the Agreement in accordance with these Terms, provided there are no outstanding liabilities of the Project owner arising from any agreements entered into between the Project owner and the Operator, or the Agent, or the Investors.