Terms and Conditions for Investors

Terms and definitions
Agent - The Operator.
Agent agreement - An agreement entered into between the Investor and the Agent being a part of these Terms as an Annex 1, on the basis of which the Investor authorizes the Agent to conclude the Loan agreement and the Collateral agreements with the Project owners in accordance with the Investor’s Instructions in the interests and at the expense of the Investor.
Agreement - An agreement on use of the Platform consisting of these Terms, Registration rules, Investor’s registration application, the Identification form and the Pricelist.
AML Policy - Operator’s Anti-money laundering, counter-terrorist financing and sanctions regime breaches prevention policy.
Beneficiary - A natural person who, via ownership or other type of control, has final dominant influence over a natural or legal person, or in whose interests, for benefit of whom or in whose name a transaction or operation is made. In case of a legal entity: a natural person whose direct or indirect shareholding or the total shareholding of all the direct shareholding in a company exceeds 25 per cent, including shareholding in the form of bearer shares or otherwise.
Where the above-mentioned person cannot be identified or there are doubts as to whether the identified person is the Beneficiary, a natural person who holds the position of a senior manager, or where there are several senior managers, several senior management bodies or where other legal persons holds shares in a company via one or several persons or chains of persons; a person, who exercises actual control over the company and makes strategic decisions in the company or, upon absence of such persons, performs day-to-day and regular management.
Where the Beneficiary is a trustee and in the case of trust or a legal arrangement: a) settlor or the establisher; b) the trustee; c) the person ensuring and controlling the preservation of property, where such person has been appointed; d) where the beneficiary or beneficiaries are yet to be determined, the class of persons in whose main interest such trust or arrangement has been set up or operates; e) any other person who in any way exercises ultimate control over the property of the trust or arrangement.
Borrower - The Project owner as a party of the Loan agreement.
Business day - A business day of the Operator, being from 10:00 to 18:00 every working day, except for official celebration days in the Republic of Latvia.
Claim Rights - Rights of claim to the Project owner arising from the Loan Agreement.
Collateral - Any security provided by the Project owner or the Collateral provider in order to secure the Project owner’s liabilities arising from the Loan agreement.
Collateral agreement - A collateral agreement entered into between the owner of the pledged property as the Collateral provider and the Agent as the Pledgee in order to secure the Project owner’s liabilities under the Loan Agreement.
Collateral provider - A person, which provides the Collateral in order to secure the Project owner’s liabilities arising from the Loan Agreement.
Due diligence - Identification, research and analysis of the Investor in accordance with requirements of the AML legal regulation and the AML Policy of the Operator.
Financial Institution - Any legal entity, which provides as a business one or more of the financial services as defined by the Law and is either duly licensed, or included in the official lists of the respective regulating authority.
Financing - Depending on the context: a) the process of provision of the Funds to the Project owner by the Investor via the Platform in a form of the Loan or Participation in the Loan in the specified amount of Investment; or b) the amount of funds the Project owner applied for to finance its Project via the Platform.
Funds - Investors’ funds involved in the Services.
Fundroom - Investor’s personal page on the Website.
GDPR - Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Identification form - A questionnaire available on the Website in the Investor’s Fundroom, which has to be filled in by the Investor for the Due diligence purposes.
Instruction - Investor’s given order to the Agent (Annex to the Agent agreement) to enter into the Loan agreement with the Project owner (and into the Collateral agreements where applicable), specifying the amount of Investor’s funds to be lent to the Project owner, the Project owner, the Project and other information, which reflects the Investor’s will.
Interest - Amount payable by the Project owner to the Investor for use of the borrowed funds (the Loan) at the rate agreed by the Parties of the Loan Agreement.
Investment income - Optional income of an Investor, pertaining to and calculated for a certain Investment, usually subject to certain terms and conditions and/or events in future, except of Interest, Loan and any marketing program associated incomes (if any).
Investor - An individual or a legal entity, who has passed registration on the Platform, has been identified and approved by the Operator and receives the Services – uses the possibility to lend the Funds to the Project owners via the Platform.
Investor’s bank account - Investor’s account in a banking or payment institution.
Investor’s account - An account opened in the name of the Investor with the PSP and used for custody of the Investor’s Funds, investing and receipt of the income within use of the Services.
KIIS - Key Investment Information Sheet, a document prepared in accordance with requirements of the Regulation and containing certain information on the Project and the Project owner, provided by the Operator for registered Investors in electronic form via the Platform.
KYC - “Know-your-customer” principle observed by the PSP and the Operator within the Due diligence procedure of the Investors.
Law - Any law applicable to the Services and relationship between the Operator and the third parties.
Lender - Each individual Investor and/or Investors collectively, represented by the Agent strictly for execution, administrative and security purposes. (The Agent shall not be deemed the economic lender)
Loan - The entire amount lent to the Project owner within one Project on the basis of the Loan Agreement.
Loan Agreement - A loan agreement entered into between the Project owner as a Borrower and the Investors as Lenders (represented by the Agent solely for the purposes of execution and administration), on the basis of which the Loan is issued to the Project owner for the purpose of financing the Project.
Maximum amount of the Pool - Amount of the Financing that the Project owner has applied for in relation of its Project.
Member State - A European Union member state.
Minimal target - Minimal amount of the Financing specified by the Project owner, which it agrees to borrow on the basis of the Loan agreement.
Offer - Offer of Financing the Project published on the Website, available for the Investors and consisting of the Project details, description, KIIS, visual materials, related documents and other information.
Operator - FUNDAUS SIA (a limited liability company duly registered in the Republic of Latvia under the registration number 40203499321, registered legal address: Duntes iela 28 – 213, Riga, LV-1005, Latvia). More details and contact information are available on the Website.
Operator’s account - An account with the PSP opened for the Operator.
Participation - The part of the Loan amount invested into the Pool by separate Investor.
Platform - An electronic system for the Services available for use via the Website.
Pool - Amount of funds to be collected from the Investors for the Financing of the Project specified by the Project owner within the period of time agreed between the Project owner and the Operator.
Pricelist - The Operator’s pricelist for the Services.
Privacy policy - The Operator’s policy on data processing and protection based on the GDPR and requirements of the Law.
Project - Business activities of the Project owner related to business development, offered for financing by the Offer.
Project account - An account with the PSP, where the Pool is held and which is used for repayment of the Loan amount and payments of the Interest.
Project owner - A person applying for a financing of its Project via the Platform and receiving the Loan in accordance with the conditions of the Loan Agreement.
Project owner’s account - An account with the PSP opened for the Project owner.
PSP - Payment service provider, a payment institution providing account and payments services to the Operator, the Investors and the Project owners for the purpose of provision and use of the Services.
PSP documents - Terms and Conditions, Privacy policy, AML Policy and other documents of the PSP binding to the Investor as the user of the payment services provided by the PSP in relation of the Services.
PSP website - www.lemonway.com.
Regulation - Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business.
Reflection period - A period of four days, within which the Retail investor is entitled to recall its investment.
Referral system - A remuneration system established by the Operator, which offers a person who promotes the Services to receive an income in a form of percentage of the amount of Funds invested by the Investors attracted by this person.
Retail investor - A non-sophisticated Investor.
Services - Crowdfunding services provided by the Operator.
Simulator - An online calculation tool for the purposes of determination of amount, which the Investor can allow to lose in result of unsuccessful investment based on its financial state (net worth).
Sophisticated investor - The Status, which may be assigned to the Investor matching with the criteria listed in the Investor Categorization Policy.
Status - A category assigned to the Investor based on its characteristics, knowledge and experience in accordance with the Regulation.
Status questionnaire - A questionnaire for determination of the Investor’s Status and level of its knowledge and experience.
Terms - These Terms and conditions for Investors.
Website - www.fundaus.com.
General Terms
1. Application of the Terms and conclusion of the Agreement
  1. These Terms regulate the use of the Platform and the Services by the Investors and shall be applied to the relationship between the Operator, the Agent, the PSP and the Investor related to the Services.
  2. The Terms are a part of the Agreement being agreed between the Investor and the Operator.
  3. The technical conditions of the use of the Platform, which are not included in these Terms, are defined in additional manuals, instructions (including the Registration Rules), the PSP documents and FAQs placed on the Website and shall also be binding to the Investor.
  4. The Investor enters into the Agreement by submitting its Identification form via the Website and making the first payment of the Funds from the Investor’s bank account to the Investor’s account with the PSP after the Operator has approved the Investor as described below. The Operator enters into the Agreement by approving the Investor in result of the Due diligence in accordance with the Operator’s AML Policy, internal procedures and requirements of the AML legal regulation.
  5. The obligatory preliminary condition for the entrance into the Agreement is the acceptance of the Operator’s AML Policy, Privacy policy and Complaints handling policy of the Operator and the PSP documents by the Investor. These documents are available on the Website and on the PSP website.
  6. Prior to commencing the use of the Platform and the Services, the Investor confirms that it has read the Terms and the above-mentioned documents, understood them and agrees to them. All these documents shall be considered as accepted by the Investor in full and binding for the Investor once the Investor has accepted them via the Platform and made the first payment to the Investor’s account.
  7. Acceptance of these Terms and other Operator’s documents by the individual being the authorized representative of a legal entity, shall be considered as the acceptance made by the legal entity represented by that individual; therefore, the documents accepted by that individual shall be binding to the legal entity.
  8. These Terms also regulate relationship and mutual obligations between the Investors and the Agent, which possesses Pledgee’s rights in its own, but in the beneficial interests and in expense of the Investor, keeps all documentation related to a certain Loan and performs any actions and transactions related to the relevant rights and documentation, inter alia, based on the instructions given by the Investors and in accordance with these Terms, Loan Agreement, Collateral agreements (where applicable) and other documents related to the respective Loan. The Agent has the rights and authorizations described in these Terms and in the Agent agreement.
  9. These Terms do not provide entire regulation of the relationship between the Investor and the PSP and shall be read in conjunction with the PSP documents.
  10. These Terms shall not be applied to the relationship between the Operator and the Project owners, which are regulated by separate documents.
  11. These Terms are in equal manner applicable to all the Investors and the Investors participating in the same Project have the same rights and shall be treated uniformly be the Company.
2. Limitation of liability
  1. The Operator’s liability is limited with the Operator’s registered statutory capital and prudential safeguards in accordance with Regulation.
  2. The Operator is not an interested party in the lending transactions and does not give or make any recommendations, advices, guarantees, underwritings, undertakings or other promises on its own behalf in respect of possibility of the Project owners to perform their contractual obligations or regarding the quality or future profitability of the projects.
  3. All information on the Projects published on the Website fully reflects the Project owner’s certifications, guarantees and undertakings without an additional advertisement from the Operator’s side.
  4. The Operator does not provide payment services or any other financial services except for the Services as they are defined in these Terms.
  5. In addition to the Services, the Operator performs an administrative function in execution and performance by the Parties of their obligations arising from the Loan Agreements and the Collateral agreements for the lending and securing purposes.
  6. When collecting any funds owed by a Project owner, the Operator acts at its own consideration, based on their experience, taking all reasonable efforts for the best satisfaction of interests of the Investors.
  7. Among other things, the Operator is not liable for:
    1. fulfilment of a Project owner's obligations;
    2. completeness and/or accuracy of information and/or statement(s) provided by the Project owner to the Operator / published on the Website or included into any Loan Agreement or Collateral agreement, except the information included in the KIIS, and no responsibility is assumed by either the Operator in this regard;
    3. any discontinuities, interruptions, or impediments that may occur in the operation of the banking or payment institution keeping the Investor’s funds or providing the settlements between the Investor and the Operator, including any losses, which may occur or be incurred indirectly as a result of the insolvency or moratorium of such institution or any similar event;
    4. any losses occurred in result of any act or failure to act of the third parties, the professional and/or business activity of which assumes debt recovery and/or the provision of related services if such persons are retained for enforcement of the Investor’s rights against the Project owners;
    5. any bugs, disruptions and other technical failures that may occur in the IT systems and/or software of the Operator or its partners (outsourcing service providers);
    6. the accuracy and completion of any forecasts and valuations, provided by the third parties, including financial indicators and forecasts of any project, published on the Platform, Project owner’s financial solvency evaluation, Collateral appraisals, market analysis and forecasts and similar and responsibility is assumed and no warranty or representation is made by the Operator in this respect;
    7. the liquidity of pledged property and the time spent for the sale of the pledged property;
    8. any circumstances and consequences that arise out of depend on the identity of the Project owner or the Investor;
    9. any losses occurred in result of the materialization of the risk associated with the use of the third party-provided vehicles by the Investor for logging in to the Platform instead of authorization using the email as well as the risk referring to the use of tools and gadgets for the use of Platform services by the Investor that may be available for the use of the third parties;
    10. any incurred and potential material and non-material damages, including loss of profit or other indirect losses, or other damages resulted from its conduct other than intentional misconduct;
    11. the losses occurred in result of malfunction or technical equipment of means of communication, the Website maintenance, loss of password or other authorization tools etc.;
    12. the losses incurred by the Investor as a result of non-observance or violation of these Terms;
    13. possible liabilities resulting from the Law that may arise for the Investor in relation to the Services, used by the Investor.
  8. The relationship between the Operator and the Investor are limited to automatic fulfilment of the Investor’s Instructions on the basis of these Terms. The Operator shall not be considered as the Investor’s authorized person, but as the person providing a vehicle (the Platform) for the performance of the Investor’s actions that are made by the Investor independently and fully reflect its will. The Investor confirms that it understands that it is free to lend the Funds to the Project owner directly (if the Project owner accepts this) and without use of the Services; and that the Investor’s independently made choice to use the Services for lending purpose does not mean that the Operator has impacted its decision in any way.
on-boarding of investors
1. Primary signing up and logging in the Investor’s Fundroom
  1. The Investor shall sign up on the Website for use of the Platform and the Services by clicking a registration button and filling in a short online registration form. Prior to registration, the Investor shall read and accept the Registration Rules and the Privacy policy of the Operator.
  2. After the registration is completed (including verification of the Investor’s email address) the Investor receives its own identification number (Investor ID) on the Platform and is allowed to enter into its new Fundroom and to discover the Platform’s functionality and the Offers available for the approved Investors. Any actions with the Funds are prohibited until approval of the Investor by the Operator.
  3. To ensure the secure storage of the Investor’s data and safe access to the Investor’s funds, the Investor shall pass a two-factor-authentication in order to enter its Fundroom. It may be necessary to download some applications to the Investor’s phone or computer for this purpose in accordance with the Operator’s instructions.
  4. The Investor’s Fundroom includes all information in respect of Investor’s actions on the Platform, including the Investor’s status of identification, balance of the Investor’s Account, data on the investments made, documents related to the investments made by the Investor (including Loan agreements, Collateral agreements, Agent agreements, the Instructions, accepted versions of the Operator’s Terms and policies etc.) and other information.
  5. For use of the Services in full regime the Investor shall pass the Due diligence procedure in accordance with the Operator’s AML Policy, internal procedures and requirements of the Law, and receive a notice of approval from the Operator by email. The results of such approval the Investor will find in its Fundroom in a form of activation of all the functions of the Platform.
  6. The Operator is entitled to correct errors (if any) in the Investor’s Fundroom without notifying the Investor provided that this correction does not impact the Investor’s interests. Such corrections are mentioned to resolve discrepancies with legally sound facts or correct typographical errors in the text and may include fixes of technical bugs, changes of visual elements, correction of errors in texts, provided that the correction is reasonable and based on official information previously accepted by the Investor (such as agreements, instructions or other documents or actions on the Platform).
2. Due diligence
  1. By entering into this Agreement, the Investor confirms to the Operator that it meets and will meet the following requirements to the Investor throughout the entire period of use of Services:
    1. An Investor who is a natural person must be at least 18 years old;
    2. No restrictions of legal capability for the Investor as a natural person have been imposed and no such restrictions exist.
  2. The Investor will be asked to fulfil the Identification form in its Fundroom and provide the information and documents requested thereby.
  3. The AML Policy includes the list of the requested information and its confirming documents that have to be submitted by the Investor.
  4. The Operator by its additional request may ask the Investor to provide other documents confirming the data specified in the Identification form by the Investor.
  5. The Investor shall also provide information on the source of assets upon registration on the Platform. The Operator is entitled to request confirming documents in respect of the source of the Investor’s funds.
  6. The Operator is entitled to require the Investor to prove its identity during a personal meeting in a specific meeting place and time, priory agreed by the Operator and the Investor.
  7. The Investor is obliged to notify the Operator immediately on any changes in its identification data and provide the actual documents to confirm the changes. The notification on changes shall be made by updating the Identification form in the Fundroom.
  8. The data and documents received from the Investor will be forwarded to the PSP for the purpose of KYC procedure in order to open the Investor’s account. The Investor by accepting these Terms gives its consent for such information disclosure for the purpose mentioned above.
  9. The PSP may suspend the Investor’s account and prohibit any actions with it (including funding or withdrawal) if the Investor’s documents (submitted to the Operator for KYC purposes) are expired or not valid – until receipt and acceptance of new valid documents.
  10. The Operator may suspend the Account if the re-performance of the Investor’s identity verification mentioned above needs be made and is delayed.
  11. The Investor confirms that it acknowledges and agrees (where is necessary) that the Operator and the PSP process, keep and transfer to each other its personal data and personal data of its representatives, shareholders, Beneficiaries and other related individuals, request and obtain its personal data from third persons, databases and registers where it is possible and transfer its personal data to the third parties for performance of the Due diligence in accordance with the requirements of the AML legal regulation, and for other legally based purposes, such as fulfilment of the Agreement, provision of the Services and protection of the Operator’s interests. All the Operator’s actions related to the personal data processing, keeping and transfer are regulated by the Operator’s Privacy policy, and the PSP’s actions – by its Privacy policy, both of which the Investor accepts by accepting these Terms. By accepting the Operator’s and the PSP’s Privacy policies, the Investor certifies that all the related persons whose personal data are disclosed by the Investor to the Operator and / or the PSP have duly authorized the Investor for such disclosure and the Investor fully indemnifies the Operator and the PSP against any claims from these persons in this regard.
3. Status determination
  1. The Investor shall provide additional information about its knowledge and previous experience in the field of investing, crowdfunding and real estate, in order to allow the Operator to assign to it either Sophisticated or Retail Investor status. The additional Status questionnaire shall be filled in by the Investor upon filling in the Identification form.
  2. Based on the information provided by the Investor and provided that the Investor is approved by the Operator in result of the Due diligence performed, the Operator assigns the Status to the Investor and applies the measures to protect the interests of the Retail investors in accordance with the Investors categorization policy.
  3. By accepting these Terms, the Investor certifies that it has read and understood the Operator’s Investors categorization policy.
4. Investor’s approval by the Operator
  Upon successful Due diligence procedure and obtaining the acceptance from the PSP accompanied by notification of opening Investor’s account, the Operator gives an access to the Services to the Investor. The Investor shall be notified on the Operator’s decision via the Platform in the form of activation of all functions in its Fundroom.
5. Investor’s rejection by the Operator
  1. The Operator will not allow the Investor to use the Services provided by the Platform and / or will not fulfil the Investor’s Instructions and report to the state authorities when it is required by the Law, if the Investor is rejected by the PSP and / or in the following cases:
    1. if the Operator cannot verify the identity of the Investor with reasonable certainty;
    2. if the Operator cannot receive reliable information on the source of wealth and funds of the Investor;
    3. if a potential or existing Investor refuses to provide any information or documents required for Due diligence purposes and listed above in the Terms;
    4. if the Investor appears to have provided misleading information.
  2. The Operator can refuse to fulfil any Instruction given by the Investor if it believes that the Platform is being used for illegal purpose by the Investor or the respective Investor’s Instruction is not given by the Investor (according to the Operator’s suspicions).
Investor’s account and depositing of funds
1. Investor’s account with the Platform
  1. The Investor may have only one Investor’s account with the PSP.
  2. The Investor may open the Investor’s account as an individual or as a legal entity if the person applying for registration on the Platform is duly authorized to represent this legal entity within the use of the Services.
  3. The Funds in the Investor’s account may be used only for funding the Projects placed on the Website and for settlement of the Investor’s liabilities (if any) to the Operator, the PSP, and third persons, but only related to the Services. The Investor does hereby authorise the PSP to debit the Investor’s account based on the Operator’s instructions with the amounts necessary for the above-mentioned purposes. The Investor confirms and agrees that the Operator is duly instructed by the Investor to settle the Investor’s liabilities using any funds addressed to the Investor or owned by the Investor prior to fulfilling the Investor’s Instructions on Project funding.
  4. The Investor’s liabilities mentioned above may include:
    1. Fees (if any) payable to the Operator for use of the Services in accordance with the Pricelist;
    2. The Operator’s fees (specified in the Pricelist) and coverage of expenses related to procedure of debt collection, enforcement of the Collateral and related activities for protection of the Investors rights and representing them in this respect in the situation of the Event of Default by the Project owner. The Operator will notify the Investor on them before taking any actions. The principles of calculation and collection of these fees are described in the cl. 5.7.10. and 5.7.11. of these Terms.
2. Crediting the Investor’s account
  1. The Investor may transfer the Funds to its Investor’s account only in strict compliance with the Operator’s and the PSP’s requirements set below and the in PSP’s documents.
  2. The Funds are accepted only from duly licensed and regulated banking or payment institutions of the Member States. In any case, the AML compliance level in such banking or payment institution shall be not lower than required in the Republic of Latvia and in France.
  3. The Investor is allowed to transfer the Funds to the Investor’s account only from the Investor’s own account with the banking or payment institution described above. The Investor, being a legal entity is obliged to ensure that the person making the payment from the Investor’s account is a duly authorized representative of the Investor identified by the Operator and the PSP within Due diligence procedure. The Investor agrees that the Operator is entitled to believe that all payments received from the Investor’s bank account are made by the authorized representative of the Investor identified by the Operator and the PSP and all the documents accepted by the payment of the Investor are binding to the Investor. The Investor accepts as binding to it all documents accepted by such payments.
  4. The Operator accepts Funds only in EUR. If the Investor makes payment of the Funds in another currency, the PSP is entitled to exchange the amount of the Funds to EUR, using its current exchange rates at the date of crediting the Funds to the Investor’s account.
  5. The PSP is entitled to reject the Funds if the payer’s name in the payment details does not correspond with the Investor’s name determined within the identification procedure and opening of the Investor’s account. The Investor is fully responsible for correctness and completeness of the information in the payment details.
  6. If the PSP rejects the Funds, neither the PSP, nor the Operator are responsible for any loses of the Investor or the third persons arising from return of the Funds. All fees and commissions applicable to such return payment shall be covered by the recipient of this returned payment.
  7. The Investor will see the respective balance of its Investor’s account in its Fundroom till the end of the next Business Day after the day when the Funds are accepted by the PSP and the Operator.
3. Debiting the Investor’s Account and withdrawal of the Funds
  1. The Investor is allowed to withdraw the Funds from its Investor’s account to another Investor’s specified account in accordance with the procedure described below, provided that there is a positive balance on the Investor’s account and the Due diligence procedure is successfully and in full passed by the Investor.
  2. The withdrawal shall be made on the basis of the Investor’s request made via the Platform by clicking the withdrawal button. Each such request shall be accompanied by current bank statement certifying the Investor’s bank account details, specified in the withdrawal request.
  3. The Operator processes the Investor’s request within 2 (two) Business days from the moment when the request is confirmed by the Operator by debiting the Investor’s account accordingly and transferring the requested amount to the Investor’s specified account. The Operator is not responsible for any delay or undue fulfilment of its obligations in respect of the payment processing from the respective banking or payment institution’s side.

funding THE PROJECTS

Conclusion of Loan Agreements
1. The relationship between the Investor as an actual lender and the Project owner shall be based on the initial Offer of the Project owner as defined in the cl.5.1.2.; the counter-offer of the Investor in the form of its acceptance given in accordance with the cl.5.1.9. and the Project owner’s acceptance of the Investor’s counter-offer in accordance with provisions of the cl.5.2.1. of these Terms. The Loan Agreement is, by essence, concluded between the Borrower and the Investors. For operational and administrative efficiency (including legal requirements for the Collateral registration), the Investors authorize the Agent to execute the Loan Agreement on their behalf. The Agent acts solely as representative and does not assume credit risk, economic exposure or lender status. The Agent is acting based on the Agent agreement and the Investor’s Instruction and at the Investor’s account. The Agent fulfils the Investor’s will, expressed in the Investment Instruction.
2. All Projects available for funding are placed on the Website. All Offers of funding the Projects placed on the Website shall be considered as the Project owner’s offer to Investors. This Offer contains the full Loan amount required by the Project owner. The Investor can choose the Project for funding as well as the amount of Funds not exceeding its Investor’s account balance (the available Funds) and transfer the chosen amount of the Funds to the respective Pool by confirming the investment.
3. The Investor is entitled to request a translation of the KIIS to its chosen language, provided that it is one of the official languages of the EU. If this translation cannot be provided by the Operator, but the Investor does not understand in full the content of the KIIS, the Operator strongly recommends to refrain from making the investment into the respective Project.
4. After the Investor has specified the amount, it wishes to lend and confirmed such investment, the documents related to the respective Project, containing the Investor’s data and the Participation amount, specified by the Investor, are generated by the Platform and appear in the Investor’s Fundroom. The Operator strongly recommends to the Investor to familiarize itself with conditions of the respective projects of the Loan Agreement, Collateral Agreement and with all the information on the Project, and the Project owner available on the Platform in the KIIS on the Project page and those generated by the Platform individually for the Investor. The Investor shall independently and with full responsibility analyse the information and assess its abilities to bear the risks associated with the respective Project and the risks associated with funding the Projects in general. A detailed information on risks related to the Services and investments in the Projects is available on the Website.
5. The Investor shall give its Instruction to the Agent and its consent to the conditions of the Loan agreement and other agreements related to the Project and placed in its Fundroom by clicking the “Invest” button, confirming the acceptance of these documents.
6. If the Investor has Retail Investor’s status, it shall be additionally notified on the risks related to each Investment and shall confirm its acknowledgement prior to investing.
7. After the Investor enters the chosen amount and clicks the button to confirm the investment, the Agent receives the Investor’s Instruction to enter into the Loan Agreement with the Project owner within a reasonable time period, provided that the Pool is completed or the Minimal target is reached, and to disburse the Loan to the Project owner when it has fulfilled all the conditions for disbursement of the Loan, which shall be issued in accordance with these Terms and the Agent agreement.
8. The scanned copy of the Loan agreement after it is duly signed by the Agent and the Project owner together with the signed Collateral agreements (where applicable) shall be placed to the Investor’s Fundroom. The originals of the agreements signed by the Agent shall be kept by the Agent. The Investor understands and agrees that the Loan agreement as an original signed document may be one for all the entire Loan amount funded by all Investors together if the Investor delegates the rights to sign it to Agent on the basis of the Agent agreement.
9. By clicking the confirmation button to make the investment, the Investor expresses its intention to be legally bounded by the specific Instruction and to lend the funds to the specified Project owner in the amount specified by the Investor. The Investor’s confirmation of the amount it wishes to fund and the acceptance of the related documents shall be considered as the counter-offer made by the Investor to the Project owner for funding the Project in the amount of Funds determined by the Investor.
10. Once given, the acceptance cannot be withdrawn by the Investor and it has no rights to terminate the Agent agreement or require the termination of the Loan agreement unilaterally, unless it is permitted by the Law, including the rights of the Retail investors to the Reflection period in accordance with the Investors categorization policy; or is related to the unpredictable changes appeared or mistakes detected in the KIIS of the Project after the investment is made (the Operator will instruct the Investor on the actions required in such situation, if any).
11. If more than one Investor is giving acceptance in respect of the same Loan Agreement simultaneously, the Instructions are deemed to have been given into a chronological order of acceptances and only until the aggregate amount of Loans achieves the amount of the respective Pool.
12. The Financing is accepted only in EUR and the amount of investment:
  1. may not be less than EUR 100 for Investors-individuals and EUR 300 – for Investors-legal entities, except situation when the outstanding Pool amount is less;
  2. may not exceed any of the following values: a) the amount of Pool; b) maximum amount set up by the Operator for one payment or for one Investor or for one Project, based on the limitations arising from the Law or requirements of banking or payment institutions.
13. The Operator shall generate the Loan repayment and Interest payments schedule (the Schedule) and make it available to the Investor in its Fundroom at the moment when the Loan amount is actually disbursed to the Project owner.
14. The information in relation to the Offer, the Project and the Project owner is available to the Investors in the following ways:
  1. the initial information is published on the Website, on the Project’s page, including, in the KIIS;
  2. any changes, news and other information in relation to the Project may be provided by the Operator in a form of new publications on the Project’s page or notifications delivered to the Investors using the communication means agreed in these Terms (in the Fundroom or via email);
  3. additional information on request of the Investor (to the extent it is in the Operator’s possession) will be provided to it by email.
Adding Funds to the Pool
1. Immediately after the Investor has accepted the agreements related to the Project, the Funds in the Participation amount defined by the Investor for Financing the Project become blocked on the Investor’s account until the Pool is completed. The respective blocked amount is reflected in the Investor’s Fundroom and named as “money on hold”. The available balance of the Investor’s account will be reduced accordingly. The Operator’s actions for blocking the amount of the Investor’s Funds in accordance with the documents accepted by the Investor shall be considered as the Project owner’s acceptance of the Investor’s counter-offer as it is defined in the cl.5.1.9. of the Terms for the Participation of the Investor in the Loan amount required by the Project owner. The amount and conditions of the Financing therefore become fully agreed by the Investor and the Project owner.
2. After the Pool is completed or at least the Minimal target is reached, the Pool completion term is expired and other preliminary conditions for the Loan disbursement are fulfilled, the respective amount of the Funds shall be transferred to the Project owner’s account.
3. If the amount of the Funds specified for the Financing by the Investor causes exceeding of the Pool limit, the excessive part of the Funds will be unblocked on the Investor’s Account. In that case the generated Instructions related to the Project will be amended accordingly and final versions thereof will become available in the Investor’s Fundroom. Only the actual amount of the Funds added to the Pool and not unblocked on the Investor’s Account may constitute the Investor’s Participation in the Loan amount.
4. If the Investor notifies the Operator on mistake in the Financing made as prescribed above, the Financing shall be cancelled, the Funds in the Investor’s Account – unblocked (in amount of the incorrectly made Financing), and the Investor is entitled to proceed with a new (correct) Financing.
5. Notwithstanding the above (5.2.3. and 5.2.4.), the Retail Investors are entitled to the Reflection period (right to recall its Investment within 4 days) in accordance with the Investors categorization policy.
Fund transfer to the Project owner or return to the Investor
1. If the Pool is completed or the Minimal target is reached within the Completion date stated in the Project description on the Website and the conditions for the Loan disbursement are fulfilled by the Project owner, the Pool amount shall be transferred in full to the Project owner’s account in accordance with conditions of the respective Loan Agreement.
2. If the Pool is not completed and the Minimal target is not reached within the Completion date stated in the Project description on the Website, the Pool amount shall be distributed between the Investors in accordance with the amounts of their Participation in the Pool and the respective amount of the Funds shall be unblocked on the Investor’s Account. In this moment all the documents accepted by the Investor and related to the specific Project (save to all the general agreements between the Investor and the Operator, including, but not limited, these Terms and the Agent agreement) shall be considered automatically terminated without any liabilities left between the Investor, the Agent (if applicable) and the Project owner. No Interest shall be accrued and paid to the Investor by the Project owner in this situation.
The Collateral
1. The Loans on the Platform may be secured by Collateral (pledge, mortgage, or other). The detailed information on the Collateral is available on the Website in the KIIS related to the Project. Every Investor has the right for its part of the Pledge proportional to the amount of the Loan issued to the Project owner by that Investor.
2. Where applicable, the Collateral shall be registered on the basis of the Collateral agreement signed by the Collateral provider and the Agent and secures the Project owner’s liabilities arising from the Loan Agreement. By entering into this Agreement, the Investor authorizes the Agent to sign the Collateral agreements with the Project owners in the Agent’s name, but in the interests of the Investor, and to represent the interests of the Investor together with other Investors of the Platform who participated in the same Loan. The Collateral shall be registered in favour of the Agent as the trustee.
3. The Collateral shall be registered in favour of the Agent acting as Security Agent for the benefit of the Investors. The Agent holds the security rights exclusively for the benefit of the Investors and does not acquire independent economic rights thereto.
4. By accepting these Terms, the Investor is deemed to instruct, give its consent to and authorization to the Operator to carry out, on behalf of the Investor and as its representative, agent and trustee, the actions and steps described in these Terms related to the registration of the Collateral at its own discretion, being entitled to use such measures that it considers appropriate for the carrying out of these actions, including the appointment of third parties for the debt collection and collateral enforcement process (where applicable), whose economic or professional activities include the collection of debts and the provision of related services (including lawyers, persons providing collection services, bailiffs or other persons).
Payments to the Investor arising from the Loan agreements
1. Loan Interest payments
  1. The Investor is entitled to receive the Loan Interest in accordance with the conditions of the Loan Agreement and the repayment schedule. The amount of the Loan Interest accrued and paid by the Project owner shall be reflected in the balance of the Investor’s account within two Business days from the moment this amount has been paid to the Project’s account by the Project owner.
  2. The Loan Interest is calculated from the moment when the Loan is disbursed to the Project owner. The Investor understands and agrees that the Investor does not receive Loan Interest for the period from its entrance into the Pool till the moment when the Pool is completed and the Loan amount is received by the Project owner.
  3. For the purpose of calculation of the Interest, the Operator is entitled to round down to one cent the amounts of the Interest payments payable to the Investor. The accumulated round-of error when reached one cent shall be paid to the Investor together with the next payment of the Interest.
2. Repayment of the Principal amount
  The Investor is entitled to receive repayment of the principal amount of the Loan in accordance with the conditions of the Loan Agreement. The principal amount of the Loan repaid by the Project owner shall be reflected in the balance of the Investor’s Account within two Business days from the moment this amount has been repaid by the Project owner to the respective Project account with the PSP.
3. Other payments by the Project owner
  The Investor may be entitled to receive other payments from the Project owner arising from the Loan Agreement (for example: penalties, additional income etc.) if it is agreed in the Loan Agreement or related agreement entered into by the Investor and the Project owner (via the Agent). These amounts if paid by the Project owner shall be reflected in the balance of the Investor’s Account within two Business days from the moment this amount has been paid to the Project’s account by the Project owner.
Other Investor’s income
1. Referral income
  The Investor may be entitled to receive the Referral income – income, automatically calculated by the system and added to the Account, calculated for the Investments, made by Investors, registered on the Platform by following a unique referral link, generated by the system for the aforementioned user, subject to terms and conditions of the referral system, developed and made known for the registered users by the Platform. The Platform can apply, extend, change, suspend or abolish the referral income system at any time on its own consideration.

Project owner’s default and enforcement of the Investor’s rights

If the Project owner fails to perform any financial or non-financial obligations arising from the Loan Agreement, Collateral agreement or any other documents related to the Loan, or if reasonable grounds for premature cancellation of a Loan Agreement arise, the Operator may take any action or take steps on behalf of the Investor as its Agent and/or itself at its own discretion which it is considered to be necessary or desirable to provide the execution of the relevant financial or non-financial obligation by the Project owner and/or cancellation of the Loan Agreement or the use of other legal remedies.
The Event of default is a situation when the Project owner delays any payment arising from the Loan agreement for more than 90 (ninety) days or the Project owner has applied for, or has been placed in, bankruptcy or similar protection, where this would avoid or delay fulfilment of payment obligations arising from the Loan Agreements.

The situations listed below are not considered as the Event of Default, but will result in applying penalties or increase of the risk level of the Project and may be reacted by the Operator in the ways specified below:

Situation	Requests for actions to solve the problem
a) Failure to make timely payments of principal amount, the interest or any other payment obligations in accordance with the Loan agreement, if any (for less than 90 days)	Request to make payments in within the specified term. The fines and penalties may be applied to the indebtedness in accordance with the specific loan agreement.
b) Violation or non-compliance with any of the covenants or obligations specified in the Loan agreement.	Request to eliminate non-compliance situation or to act as it is undertaken by the covenants. The penalties may be applied in accordance with the specific Loan agreement.
c) Providing false or misleading information to the Company in relation to the Services and the Loan.	Request to provide true and complete information. The penalties may be applied in accordance with the specific Loan agreement.
d) The Project owner becoming insolvent, being unable to pay debts as they become due.	Request to fulfil the liabilities using other sources.
e) The prohibited changes in the Project owner’s company’s organizational, ownership or management structure without obtaining the Company’s previous consent.	Request for explanations and additional information on the new structure, shareholders and managers. Request to return the previous structure or people in case of non-compliance of the new with the company’s requirements. The penalties may be applied in accordance with the specific loan agreement.
f) Occurrence of a significant event that negatively impacts the Project owner’s financial condition or ability to repay the Loan.	Request to provide additional information, explanations, updated business and financial plan, etc. Request to implement changes in its business if the company considers this useful.
g) Breach of any Collateral agreement or failure to provide additional Collateral in case the previous is lost of has lost its value.	Request to provide new Collateral in accordance with the company’s requirements. The penalties may be applied in accordance with the specific Loan agreement.
h) Entry of a judgment or the creation of a lien against the Project owner’s assets of the Collateral that affects the investors’ interest arising from the Loan agreement.	Request to solve the problem being the ground for such judgement where it is possible.
i) Violation of laws or regulations by the Project owner or the Collateral provider that have a material adverse effect on the Project owner, the Project or the Loan.	Request to terminate violation and to solve the problem where it is possible. The penalties may be applied in accordance with the specific Loan agreement.

If the Operator admits that the Event of Default has occurred, it notifies the Project Owner on unilateral termination of the Loan agreement and additional consequences (if any) arising from such termination. In this notification, the Project owner shall be asked to fulfil its liabilities within the specified term, stating the term for fulfilment of obligations and specifying the current amount of the liabilities. The Project owner shall be also warned that if it fails to fulfil its liabilities, the Claim may be brought to the court and the Collateral may be enforced.
The Investor will be notified on the Operator’s decision and a further action plan within 5 (five) business days from the moment the respective decision is made by the Operator. The notification shall be made available to the Investor by email.
In the Event of Default, the Operator may make the following decisions, which it notifies the Investors on:
1. Refusal to participate in the debt collection procedure (for the reasons specified in the cl.5.7.14. of these Terms);
2. selling the Claim rights to third parties;
3. bringing the Claim to the Court;
4. enforcing the Collateral.
The Investor understands and agrees that, as there is one common Loan financed by several investors, each Investor is not able to demand the enforcement of Collateral and to collect the debt individually if the Operator has not made the decision to start the debt collection procedure, unless the Operator decides not to participate in the debt collection for the reasons specified in the cl.5.7.12. of these Terms.
If the Operator decides to start the debt collection procedure, the Operator as the Agent, inter alia, may at its own discretion for the purposes of the debt collection:
1. send reminders, outstanding balance notifications and warnings to the Project owner (including insolvency warnings);
2. initiate court or arbitral tribunal proceedings, enforcement proceedings, and insolvency proceedings, using any legal procedures and in accordance with these Terms, including participating in the relevant proceedings as a representative of the Investor and on its behalf, even without prior notification and/or consent of the Investor;
3. extraordinarily cancel the Loan Agreement if this is permitted by the according Loan Agreement or by the Law;
4. if the relevant obligation is secured, take enforcement action in respect of security by any procedure provided for by Law and the Collateral agreement;
5. take any other measures for debt recovery from the Project owner.
Provided that more than one Loan Agreement has been entered into for Financing of the relevant Project, the Operator shall take all the aforementioned measures and steps concurrently in respect of all relevant Loan Agreements. Provided that several investors have their Participation in the same Loan agreement, the Operator will undertake the actions mentioned in this clause in the interests of all the investors participating in the said Loan.
The Operator pays all 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 at its own expense with subsequent reimbursement of expenses incurred at the expense of the Investor's funds collected from the Project owner and consisting of:
1. the actual expenses on payments of the state fees, remuneration to attorneys, notaries, evaluators, bailiffs, and other professionals involved in the debt collection process in accordance with average remuneration rate for the respective professional in the respective jurisdiction in the respective period when the debt collection is performed;
2. the Operator’s fee in accordance with the Pricelist, which depends on the stage when the debt has been collected (sale of the Claim rights, extrajudicial debt collection, court proceedings, etc.).
The amounts mentioned above shall be withheld from the funds collected from the Project owner in result of the debt collection procedure. The Investor will be provided with the detailed report on the expenses and calculations of the amounts withheld.
The Operator is also entitled to stop representing the Investor’s interests and enforcement of the Collateral during the process in the situations below:
1. The Project owner is bankrupt and the Collateral is totally lost;
2. the amount of the claims of the third parties, having priority in satisfaction of their claims to the project owner in accordance with the applicable law, exceeds the amount of the Project owner’s assets (including the value of the available Collateral);
3. the expenses on the Debt collection exceed the amount of the Debt, which is possible to collect, or their amount reaches 90% of the Debt amount, provided that the residual 10% is less than EUR 10’000;
4. the outstanding amount to be collected is less than 10% of the initial amount of the liabilities of the Project owner under the Loan agreement, provided that the said amount is less than EUR 10’000.
The Operator shall notify the Investor on its decision to refuse or to terminate the debt collection procedure within 5 (five) business days, after the respective decision is made, by email. Such notification will contain the information, which has to be provided by the Agent in accordance with the Agent agreement.

Termination of the Agreement
1. Regular termination of the Agreement
  1. This Agreement may be terminated by the agreement of the Parties, which contains the Investor’s application for termination of the Agreement submitted via the Platform and the Operator’s acceptance sent to the Investor by email.
  2. This Agreement may be terminated only if there are no outstanding Loans and other payments arising from the Loan Agreements and the Account balance is not negative.
  3. This Agreement loses its force only if there are no unfulfilled obligations and liabilities between the Parties.
2. Unilateral termination of the Agreement
  1. The Operator is entitled to unilaterally terminate the Agreement and deactivate / close the Investor’s Account in the following situations:
    1. in case of violation of the Law, these Terms or other Operator’s documents by the Investor;
    2. if the Operator has suspicions that the Investor uses the Platform for illegal purposes including for money laundering or terrorism financing or in other situations prescribed by the Operator’s AML policy or the Law;
    3. if the Investor has not used the Platform for more than one year;
    4. if the Investor does not agree to the updated documents of the Operator;
    5. if continuing of provision of the Services to the Investor, at the Operator’s opinion, may threaten the Operator’s interests;
    6. if the Investor makes damage to the Operator’s reputation or the Investor’s behaviour is incorrect in other way;
    7. if provision of the Services to the Investor becomes impossible for the reasons that the Operator cannot impact, including restrictions by the Law and official regulating institutions;
    8. if the Operator believes that the situations listed above occur, without need of confirmation or provision of evidences.
  2. If there are outstanding Loans the Investor has the Participation in at the moment when the Operator is decided to terminate the Agreement, the Operator is entitled to block the Investor’s Account and to prohibit further use of the Funds via the Platform till the moment when all Loans are repaid to the Investor’s Account – and then to act as defined below.
  3. The Operator is not obliged to inform the Investor on the reasons of unilateral termination of the Agreement in the events listed above. The Agreement in such cases may be terminated without any prior notice to the Investor.
3. Closing of the Account
  1. The Operator instructs the PSP to close the Investor’s account if the Agreement is terminated for any reason and the balance of the Investor’s account is zero.
  2. If the balance of the Investor’s account is positive and the Due diligence procedure is duly passed by the Investor, the Funds are transferred to the Investor’s specified account or the last Investor’s account used for withdrawal or adding of the Funds. If the Investor provides details of the new account, the current bank statement certifying the Investor’s bank account details mentioned in the request for the withdrawal. The Operator is not responsible for any difficulties or losses of the Investor if the Investor has not notified the Operator on changes of the Investor’s bank account details.
  3. The Operator is entitled to deduct from the Funds available on the Investor’s account the amount of Operator’s fees and expenses (if due) before the withdrawal of the Funds to the Investor. The fees payable to the PSP may be withheld by the PSP in accordance with its pricelist.
  4. The Operator is not responsible for any delay or undue fulfilment of its obligations in respect of the payment processing from the respective banking or payment institution’s side.
4. Other related issues
  1. The Operator notifies the Investor on termination of the Agreement and closing the Investor’s account using the contact details given by the Investor. The Investor agrees that a notification on the Investor’s e-mail is sufficient and binding to the Investor. The notification on the termination of the Agreement and closing the Investor’s account may not be sent to the Investor in the situations stated in these Terms.
  2. The Investor is entitled to send its reasoned explanations if it objects to the Operator’s decision on the termination of the Agreement within one week (seven days) after receipt of the notification on termination of the Agreement. The response to the Investor’s objection shall be given by the Operator by email or via the Platform within 10 (ten) business days from the receipt.
  3. If the Agreement is terminated for any reason all Investor’s personal data left shall be processed, kept or deleted only in accordance with the Operator’s Privacy policy.
Termination of the Operator’s activities
1. A declaration of bankruptcy of the Operator or insolvency procedure, suspension, termination or temporary or permanent restriction of the Operator's operations for any reason does not have impact on the validity of the loan documents already entered into by the Investor (unless otherwise stated in the Loan Agreement).
2. In the event that the Operator is declared bankrupt or if the Operator suspends or terminates its operations for some other reason:
  1. the completion period of each active Pool shall be deemed as ended prematurely and the funds being in the Pool shall be distributed between the investors in accordance with their Participation;
  2. the Operator shall transfer the positive balance of the Funds reflected on the Investor’s account to the Investor's account with another banking or payment institution;
  3. The Operator shall notify the Investor in due course, providing it with instructions pertaining to the further performance of the Loan Agreements to the extent that due performance of the relevant Loan Agreement is possible without the involvement of the Operator.
Other provisions
1. Delivery and acceptance of information, documents, and notices
  1. The Investor and the Operator shall communicate by email, as primary way of communication, and by sending and receiving the notices using the contact form on the Website.
  2. The Investor agrees that all notices from the Operator will be sent to the Investor to its email address specified within the registration on the Platform. The Operator in any case is entitled, on its own discretion, to send the notifications by the means other than email, using the contact data provided by the Investor.
  3. The notices shall be considered delivered by the Investor:
    1. if send by email – after 24 hours;
    2. if sent by mail – after 10 (ten) business days;
    3. if it is published in the Fundroom – immediately after the Investor has visited the respective page where the information is published;
    4. if delivered personally – immediately.
  4. The Operator is not responsible for any consequences if the Investor has changed its contact details without the respective notice given to the Operator in accordance with these Terms.
  5. The Operator is not responsible for possible loss of information or breaches of privacy if the Investor communicates with the Operator using an email. The Investor is fully responsible for safe-keeping of its login and password used for its email.
  6. All notices send by the Investor to the Operator shall contain the Investor identification number (ID) assigned to it by the Operator and seen in the Investor’s Fundroom, otherwise additional time may be required for processing the Investor’s notice and giving the response to it by the Operator. The Operator shall not be responsible for any losses of the Investor in result of such delay.
2. Amendments to the Agreement
  1. The Operator is entitled to make changes in these Terms, the Pricelist and any policies and other documents with one-month prior notice to the Investor sent via the Platform (to the Investor’s Fundroom). The changes and new documents shall enter into force after one month from the moment of the notice.
  2. The Investor shall familiarize itself with the updated documents and give its consent to the amendments prior or after their entrance into 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 Account.
  3. If the Investor does not agree to the changes in the Agreement or other documents it is entitled to apply for termination of the Agreement in accordance with the procedure stated in the Section 6 of these Terms.
3. Intellectual property
  1. All texts, documents, pictures, videos, music, photos, logo, trademarks, brands, domains, databases, software, web design and other components of the Website or texts or pictures included in the documents provided by the Operator to the Investor in relation to this Agreement is an intellectual property of the Operator or the Operator is a legal possessor of this content.
  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 a previous written consent of the Operator. The Operator has full rights for claiming the indemnification in accordance with the Law if the Investor breaches this rule.
4. Confidentiality and Data protection
  1. The information related to the Agreement, both the Parties, Projects, and Project owners, 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 Investor or the Project owner provided that all GDPR requirements are observed.
  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.
  5. The Investor’s agreement with the Privacy policy is considered as the authorization given to the Operator to process Investor’s personal data in order to provide the Services and is the preliminary condition for the usage of the Services being provided.
  6. The Investor gives its consent to personal data processing for the purposes of this Agreement. The Investor also gives consent to process the personal data of its related persons in accordance with the Operator’s Privacy policy for the purposes of this Agreement. The Investor 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 Investor 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 Investor or the Project owner upon the conditions that all GDPR requirements are observed.
  8. The Investor agrees that the Operator shall use the address, email address and the phone number provided by the Investor in order to send notifications related to the Services and for the communication purposes with the Investor.
5. Dealing with Investor’s complaints
  1. In accordance with the Operator’s Complaints handling policy the Investor 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.
6. Governing law and dispute resolution
  1. The relationship between the Investor and the Operator arising from this Agreement shall be governed by Latvian Law.
  2. If there are any conflicts between the Parties, which cannot be solved via negotiations, the dispute shall be resolved in the courts of the Republic of Latvia in accordance with the Latvian Law.
  3. The Parties agree that the full complaint resolution procedure in accordance with the Operator’s Complaints handling policy and the conditions of the cl.8.5. of these Terms shall be passed prior to the going to the courts.

Annex 1

CONDITIONS OF THE AGENT AGREEMENT

Terms and definitions
Agent - The Operator, in a meaning of the Terms (FUNDAUS SIA (a limited liability company duly registered in the Republic of Latvia under the registration number 40203499321, registered legal address: Duntes iela 28 – 213, Riga, LV-1005, Latvia)), which for the purpose of this Agent agreement is called the Agent.
Agent agreement - This Agent agreement.
Account - Investor’s account with the Platform reflecting the balance of the Investor’s real amount of funds available for funding and invested in Projects.
Borrower - A Project owner, which using the Platform services applies for and receives the Loan in accordance with the conditions of the Loan Agreement.
Collateral - Any security provided by the Collateral provider in order to secure the Borrower’s liabilities arising from the Loan agreement.
Collateral agreement - A collateral agreement entered into between the owner of the pledged property as the Collateral provider and the Agent as the Pledgee on Pledge of property in order to secure the Borrower’s liabilities under the Loan Agreement.
Event of Default - A failure by the Borrower to make timely payments of principal amount, the interest, or any other payment obligations in accordance with the Loan agreement if the delay of the payment lasts for more than 90 (ninety) days or the Borrower has applied for, or has been placed in, bankruptcy or similar protection, where this would avoid or delay fulfilment of its payment obligations arising from the Loan agreements.
Force majeure circumstances - Circumstances beyond the control of the Party, which make fulfilment of obligations arising from this Agreement impossible or illegal.
Instruction - The Investor’s given order to the Agent to conclude the Loan agreement with the Borrower, specifying the amount of Investor’s funds to be lent to the Borrower, the Borrower, the Project and other information, which reflects the Investor’s will.
KYC - A process of identification, due diligence and analysis of the Investor in accordance with the AML Policy and internal procedures of the Agent and requirements of the Law.
Loan - The total amount lent to the Borrower within one Project on the basis of the Loan Agreement.
Loan agreement - A loan agreement entered into between the Project owner as a Borrower and the Investors as Lenders (represented by the Agent solely for the purposes of execution and administration), on the basis of which the Loan is issued to the Project owner for the purpose of financing the Project.
Platform - An electronic system for Services available for the use on the website www.fundaus.com.
Privacy policy - A privacy policy of the Agent governing processing and protection of the personal data in accordance with the GDPR for the purpose of provision of the Agent’s services to the Investor.
Services - Crowdfunding services being provided by the Agent on the basis of the Terms.
Collateral provider - A person, which pledges its property in order to secure the Borrower’s liabilities arising from the Loan Agreement.
Project - The Borrower’s business activities related to business development projects, offered by the Borrower for funding on the Platform.
Terms - The Terms and conditions for Investors.
The terms, which are not defined in this Agent agreement, shall be interpreted in accordance with the Terms.
Subject of the Agreement
1. This Agent agreement is entered into for the purpose of use of the Platform services by the Investor in accordance with the Terms.
2. This Agent agreement enters into force and is binding to the Investor and the Agent from the moment of its conclusion by accepting the Terms by the Investor via the Platform.
3. The Investor authorizes the Agent to enter into the Loan agreement and the Collateral agreement (if it is or becomes applicable to the respective Loan). The Agent shall act as a disclosed representative of the Investors for execution and administrative purposes only.
4. The Agent concludes the Loan agreement and the Collateral agreement with the Project owner in strict accordance with the Investor’s Instructions.
5. The Agent keeps the Collateral in the interests of the Investor.
6. In the event of default of the Project owner the Agent acts in the interests of the Investor in accordance with this Agent agreement and the Terms.
7. The Loan shall be disbursed to the Project owner by the Agent in accordance with the Loan agreement and the Terms.
8. The Agent remuneration for enforcement procedures undertaken by the Agent in the Investor’s interests in the situation of the Event of Default of the Project owner shall be paid by the Investor in accordance with the Terms and the Pricelist and may be withheld together with the expenses incurred to the Agent from the amounts collected for the settlement of the Project owner’s liabilities arising from the Loan agreement.
Instruction fulfilment process
1. In order to lend the funds to the Project owner the Investor shall specify the details of the Loan in the Instruction (Annex 1 to this Agreement). The Instruction shall be generated automatically via the Platform based on the information filled in by the Investor online upon investing in accordance with the Terms. The Investor fully and irrevocably confirms that the content in the Instructions generated by the Platform in result of the Investors actions on the Platform reflects its own will and authorizes the Agent to conclude the Loan agreement and the Collateral agreements on the basis and in accordance with conditions of such Instructions.
2. The given Instruction does not oblige the Agent to enter into the Loan agreement or Collateral agreements if there are any obstacles arising from the Terms or other agreements entered into between the Investor and the Agent, or any other circumstances, which are connected with the Investor’s incompliance with the Terms or this Agent agreement.
3. The Investor shall ensure the amount of funds, which it is going to lend to the Project owner, in accordance with the Instruction given to the Agent, on its Investor’s account with the PSP.
4. The Loan agreement shall be entered into by the Agent based on the Instruction in compliance with the Terms, this Agreement and other related documents of the Agent.
5. The Agent merges the Instructions of the Investor with instructions given by other persons if the purpose of these instructions is the same – lending funds to the Project owner for funding of the same Project using the Platform services. The Agent enters into one common Loan agreement (and Collateral agreements, where required) with the Project owner for the entire amount of funding.
6. The scanned copy of the Loan agreement (and the Collateral agreements where applicable) concluded on the basis of the Investor’s instruction shall be delivered by the Agent to the Investor via the Platform and made available to the Investor in accordance with the Terms. If there is a Collateral registered in order to secure the Loan, the scanned copies of the confirming documents shall be delivered to the Investor in the same manner as mentioned above. The Collateral shall be registered in favour of the Agent.
7. The Loan amount shall be disbursed by the PSP on request of the Agent to the Project owner in accordance with the Terms, the Investor’s Instructions and conditions of the concluded Loan agreement.
8. The Agent ensures that all payments arising from the Loan agreement and Collateral agreements and related to them, which shall be paid by the Project owner, are credited to the Project’s account with the PSP for further payment to the Investor in amount due to it and the respective conditions shall be included in the Loan agreement with the Project owner.
9. The above-mentioned funds shall be paid by the Agent to the Investor in accordance with the Terms.
Agent’s powers and authorizations
1. By entering into the Agent agreement, the Investor authorises the Agent to perform the following actions without the necessity to obtain the additional Investor’s consent:
  1. to conclude and fulfil the Loan agreement and the Collateral agreements (where applicable) in the interests of the Investor and using the Investor’s funds kept with the Agent and according to the provisions specified in the Instruction;
  2. to represent the Investor when entering into and fulfilling conditions of the Loan agreement and Collateral agreements, including to enter into any other additional agreements or contracts with the Project owner, Collateral provider or third parties related to the named agreements, to use the services of the lawyers, notaries, registers, insurance companies, other public institutions or private persons in order to reach the goal stated in the Instruction and in the Loan agreement;
  3. to merge the Instructions of the Investor with instructions given by other persons if the purpose of these instructions is the same – lending funds to the Project owner for funding of the same Project using the Platform services. The Agent is entitled to enter into one common Loan agreement (and Collateral agreements, where required) with the Project owner for the entire amount of funding;
  4. to receive all the correspondence in relation to the Loan and the Collateral, including Collateral registration evidencing documents, and to sign all documents necessary for entering into the Loan agreement and the Collateral agreements and obtaining the Collateral where it is required by the Loan agreement;
  5. to refuse conclusion of the Loan agreement or the Collateral agreement even after receiving the Instruction from the Investor if the entering into the said agreements at the discretion of the Agent is impossible or disadvantageous for the Investor, or the Agent or the Project owner have breached conditions of any agreements concluded with the Agent;
  6. to request any information and documents from the Investor in order to comply with the requirements of AML / CTF legal regulation and the Agent’s AML policy and internal procedures;
  7. to refuse fulfilment of the Instructions or terminate this Agent agreement if the Investor fails to provide the requested information or documents or provides misleading information;
  8. in the Agent’s own name, to represent the interests of the Investor in the fulfilment process of conditions of the Loan agreements concluded with the Project owner, including the right to represent the interests of the Investor in the courts and arbitration courts at the location of the Project owner and / or the Collateral and enjoy all procedural and other rights granted by the relevant jurisdiction, including but not limited to:
    - prepare, sign, submit, request and receive any necessary documents, including statements of claim, statements of claim, complaints, reviews of complaints, statements, explanations, petitions to the court, receive originals and copies of judicial acts and orders, other necessary documents,
    - file counterclaims, participate in court hearings,
    - completely or partially waive claims, change the grounds or subject of a claim, conclude amicable agreements and agreements on actual circumstances,
    - refer the dispute to the arbitration court,
    - to get acquainted with the applications, documents submitted by other persons and materials and evidence provided by other persons,
    - receive any documents in court cases;
    - file complaints and reports on the actions of judges with the relevant authorities;
    - contact the bailiff service, as well as receive the property of the pledge for its further sale and funds recovered or received during the sale, with their further transfer to the account of the Investor in accordance with the Terms;
    - to sell the Claim rights to the third parties in order to avoid long and unpredictable extrajudicial or judicial Debt collection or Collateral enforcement, provided that the sale price of the Claim rights will not be less, than amount of the Project owner’s liabilities to the Investor.
Agent’s obligations
1. The Agent shall act in strict compliance with the terms of the Agent agreement and the Investor’s Instruction and solely in the Investor’s interests.
2. The Agent shall notify the Investor of any circumstances which in any way encumber or prevent the execution of the Agent’s obligations arising from the Agent agreement (e.g., of a refusal of a Project owner or a Collateral provider or third parties involved in the Loan transaction to fulfil their liabilities, which prevents the disbursement of the Loan or timely and full fulfilment of conditions of the Loan agreement).
3. The information about the total amount of the Investor’s funds lent to the Project owner shall be provided to the Investor by the Agent in accordance with the Terms.
4. The Agent shall provide the Investor with copies of the concluded Loan agreement and Collateral agreements within the reasonable term after these documents are duly signed by the Agent, the Project owner and the Collateral provider (where applicable). The Investor may receive the copies of these documents via the Platform in accordance with the Terms.
5. If the Project owner makes any payments related to the Loan agreement to the Agent’s account and the latter distributes the received funds between the Investors in accordance with the Terms.
6. In the Event of default of the Project owner, the Agent shall notify the Investor by email and undertake other actions in accordance with the Terms. Such notifications shall be provided to the Investors not later than within 5 (five) business days from the date when these circumstances became known to the Agent. The notifications may be made available to the investors also in their Fundrooms.
7. The Agent monitors the Project owner’s business activities, the realization of the Project, performance of the Collateral, by requesting from the Project owner: financial reports, periodic confirmations of the Project owner’s compliance with the requirements and conditions of the Loan agreement, updates of evaluations, notices of breach of obligations, etc.
8. The Agent undertakes in any situation to take the best efforts to ensure protection of the Investor’s interests and to notify on all the decisions (and reasons for such decisions) related to the Debt collection and enforcement of the Collateral in case of the Event of Default of the Project owner. Such notifications shall be provided to the Investor not later than within 5 (five) business days from the date of the respective decision.
9. If, in the Event of default of the Project owner, the Agent decides not to participate in the debt collection procedure or to terminate it before the debt is collected in full, for any reason, the Agent shall prepare the respective notification for the Investor, containing the following:
  1. notice on refusal to participate in the debt collection or on decision of termination of the debt collection;
  2. reasons for such decision;
  3. Report on activities taken for the purpose of the debt collection (if the debt collection procedure has been already started);
  4. report on amounts collected from the Project owner and paid to the Investor and on the residual (uncollected) part of the debt (if the debt collection procedure has been already started);
  5. Information on the fees and expenses (if any), which shall be paid by the Investor to the Operator for activities performed within the debt collection procedure (if it has been already started), provided that in no case such amount of expenses can exceed the amounts collected during the Debt collection procedure).
Investor’s obligations
1. The Investor shall comply with the provisions of the Agent agreement and the Terms.
2. Throughout the validity of the Agent agreement, the Investor shall ensure availability of funds on its Account with the Platform sufficient for disbursement of the Loan to the Project owner in accordance with the Investor’s Instruction.
3. If the Project owner, the Collateral provider or any third party makes any claim or demand against the Agent in relation to a Loan agreement or the Collateral agreement, the Investor, upon the Agent’s request, shall take all actions necessary to indemnify the Agent against any such claim.
Investor’s representations and warranties
1. By entering into this Agent agreement, the Investor represents and warrants that:
  1. The Investor agrees to conclusion of the Loan agreement and the Collateral agreements by the Agent with the Project owner and the Collateral provider in accordance with the Investor’s given Instruction. The terms of the Loan agreement and the Collateral agreements are known and acceptable for the Investor. Text of these documents and this Agent agreement as well as their legal meaning are known and understood by the Investor.
  2. The Loan agreement and the Collateral agreements concluded on basis of the Agent agreement and the Investor’s Instructions are fiduciary in nature, and in case of a loss of funds lent to the Project owner for whatever reasons (Event of Default) the debtor is the Project owner or a third party involved in the Loan transaction, but, in any situation, not the Agent.
  3. The funds provided for lending to the Project owner are the Investor’s property, do not belong to any other person, are not encumbered by any liabilities (pledge or other restrictions), are not a subject of dispute, and there are no obstacles for their use for the purposes of this Agent agreement, neither claims, nor arrests are applied to them.
  4. The Investor is entitled to enter into the Agent agreement and has received and shall maintain all necessary permits, if applicable, in order to enter into the present Agent agreement and to provide a Loan to the Project owner using the Services.
  5. By entering into this Agent agreement, the Investor does not violate any law or regulatory enactment which applies on it.
  6. The Loan agreements and the Collateral agreements are only executed according to the Investor’s decisions and solely upon its request on the basis of the Investor’s Instructions.
  7. The Investor shall not make any claims against the Agent in relation to the execution of Loan agreement or the Collateral agreement by the Project owner and the Collateral provider and the Investor understands and agrees that the Agent is only liable for compliance with the provisions of the Agent agreement and the Instructions given by the Investor; and for transferring the payments of the principal of the Loan, of the Interest income related to the Loan and of the amounts collected in result of the sale of the Collateral in the Event of Default (if such amounts are entered into the Agent’s account) and further distribution of the funds between the investors participating in the respective Loan.
  8. The Investor understands and agrees that the Agent is entitled to make its own decision in respect of beginning and termination of the debt collection procedure, enforcement of the Collateral and the ways chosen for the debt collection and the Investor cannot impact this process, because there are several Investors participating in one Loan and it is not possible to fulfil requests of one of them separately.
  9. The Investor accepts the conditions of settlement of the expenses of the Agent (Operator) related to the Debt collection in the Event of Default and its Fees in accordance with the Terms and the Pricelist and authorizes the Agent (Operator) to withhold them from the amounts collected in result of the Debt collection procedure.
Confidentiality and Data protection
1. The information related to the Agent agreement, both the Parties and Project owner, which is not public, shall be considered as confidential.
2. The disclosure of the confidential information is allowed only if it is required by the Law.
3. In addition to the exception above, the Agent is entitled to disclose the confidential information if it, in the Agent’s opinion, is necessary for the execution of the Agent agreement and / or the Loan agreement and / or the Collateral agreement and / or for protection of the interests of the Agent, or the Investor.
4. The Agent processes personal data in accordance with the Privacy policy, GDPR and the Law. The Privacy policy is available on the Platform and the Investor gives its consent to it by entering into this Agent agreement.
5. The Investor gives its consent to processing of the personal data of the subjects of the personal data (in a meaning of the GDPR) related to the Investor (if the Investor is a legal entity) in accordance with the Privacy policy for the purposes of this Agent agreement. The Investor confirms that it has all the necessary authorizations from the mentioned related persons for giving such consents on their behalf and indemnifies the Agent against all and any complaints and claims related to this issue. The Investor understands that if it recalls its consent to personal data processing the execution of this Agent agreement by the Agent may become impossible.
6. The Agent is entitled to transfer personal data to the third parties mentioned in the Privacy policy.
Liability of the Parties
1. The Agent is only liable:
  1. for compliance with the provisions of the Agent agreement and the Instructions given by the Investor.
2. The Agent is not liable:
  1. for fulfilment of the obligations arising from the Loan agreement and the Collateral agreement by the Project owner or the Collateral provider;
  2. for any losses of the Investor provided the Agent has complied with the conditions of this Agent agreement and the Investor’s Instructions.
  3. for any technical problems related to the Platform and resulting in incorrect generating of the documents by the Platform and improper reflection of the Investor’s will in the Agent agreement and the Instructions;
  4. for any delays of payments caused by Agents or payment institutions and resulted in any kind of losses related to improper fulfilment or non-fulfilment of the Investor’s Instruction or the conditions of the Loan agreement;
  5. for any breaches of this Agent agreement or the Instructions if the reason is the Investor’s breach of conditions of this Agent agreement or the Terms.
  6. The Investor is liable for proper fulfilment of conditions of this Agent agreement and the Terms.
3. Neither the Agent, nor the Investor are not liable for improper fulfilment of their liabilities arising from the Agent 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 Agent agreement shall be terminated provided the Parties have fulfilled all the mutual obligations and obligations to the third Parties arising from this Agent agreement and related agreements, that are not impacted by the Force majeure circumstances. The Agent agreement can also be amended by mutual agreement of the Parties by excluding the impossible conditions and leaving the other conditions in force.
Decision making and risks
1. The Investor undertakes all risks arising from the Agent agreement, Loan agreement and the Collateral agreements and the Investor understands that it might incur losses and reduction of any Investor’s funds invested via the Platform and lent to the Project owner and that additional liability towards the Agent might occur for the Investor.
2. The Investor itself makes all the decisions relating to the entering into the Agent agreement, the Loan agreement and the Collateral agreements.
3. The Agent within frame of the Agent agreement does not provide the Investor with services of individual portfolio management or consultations on investment, tax, or legal issues. No information or clarifications of terms of a service provided by the Agent may be considered as an investment advice or recommendation to enter into the Loan agreement with the Project owner.
4. The Investor understands that lending transactions bear financial risks that may cause losses to it and that the income amount received by the Investor and arising from the Loan agreement in a form of the Interest may be lower than expected. The Investor must personally analyse and understand all possible risks deriving from signing the Agent agreement, the Loan agreement and the Collateral agreements and the Investor undertakes to assess with due care all risks mentioned below and any other potential risks each time it gives Instructions to the Agent to enter into a Loan agreement or the Collateral agreement.
5. The Investor confirms that prior to entering into the Agent agreement the Investor has assessed, at least, the following risks:
  1. Legal risk – applicable law that might incur additional expenses and losses to the Investor, including tax laws etc.
  2. Credit risk – a possibility of losses when the Project owner fails to or refuses to fulfil its liabilities under the provisions of the relevant Loan agreement (Event of Default).
  3. Operational risk – a possibility of losses due to irrelevant requirements or imperfect domestic processes, human or system operations, or due to exposure to external circumstances.
  4. Risk of insufficient awareness – possibility of losses in result of incompleteness and falseness of information provided by the Project owner or the Collateral provider.
  5. Force majeure risk – possibility of losses in result of force majeure circumstances.
6. The detailed information on the risks related to these services is available on the Website.
7. All the rules of the Agent related to the risks and protection of the Investor’s interests, as well as to the rights of the non-sophisticated Investors (including the right to the Reflection period) remain in force and are binding to the relationship between the Investor and the Agent and to the Instructions given by the Investor to the Agent.
Term, validity and termination of the Agreement
1. This Agent agreement takes effect from the moment it is accepted by the Parties via the Platform in accordance with the Terms.
2. The Investor enters into the Agent agreement by accepting the Terms via the Platform simultaneously with the registration and identification process.
3. The Instruction shall be generated automatically by the Platform and enters into force and shall be considered irrevocably given to the Agent for fulfilment once the Investor is specified the investment amount for the concrete Project in the investment form on the Platform and approved the investment and the document related to the investment in accordance with procedure stated in the Terms.
4. The Agent agreement shall be in force until the effective and non-fulfilled Instructions exist and until there concluded Loan agreements remain in force, unless the Event of Default of the Project owner occurs and the Agent refuses or terminates its participation in the Debt collection procedure in the situations specified in the Terms.
5. The Parties shall approve all amendments to the Agent agreement in writing. All amendments to the Agent agreement enter into force and become an integral part of the Agent agreement once they are accepted by both the Parties in the same manner as the Agent agreement and / or in accordance with the Terms.
6. The Agent agreement is an integral part of the Terms and shall remain in force and be terminated in accordance with conditions and procedures of the Terms.
Other Conditions
1. The entire information about terms of the Agent agreement and the fact of its conclusion is confidential (except the part publicly available on the Website) and the Parties undertake to comply with this confidentiality as far as it is allowed by regulatory enactments. Confidentiality provisions may be ignored if the other Party has clearly expressed its consent thereto.
2. The Agent agreement once concluded shall be available to the Investor on the Platform in its Fundroom.
3. The Terms shall additionally apply to the relationship of the Parties arising from this Agent agreement.
4. The Parties hereby give their consent to the methods of mutual communication via the Platform in accordance with the Terms.
5. If any of the provisions of the Instruction are in conflict with any provisions of the Agent agreement, the provisions of the Instruction shall prevail. If the Agent agreement comes into the conflict with the Terms, the Terms shall prevail.
6. The relations of the Parties arising from the Agent agreement are regulated by the provisions of the Agent agreement, the Terms and the law of the Republic of Latvia and the European Union.
7. The Parties shall first attempt to settle all disputes relating to the Agreement by negotiations.
8. Should the Parties fail to resolve the dispute within 30 (thirty) days after the respective claim has been brought up by any of Parties the dispute related to this Agent agreement shall be settled by the court in the Republic of Latvia in accordance with the applicable law.

Terms and Conditions for Investors

Terms and definitions

General Terms

on-boarding of investors

Investor’s account and depositing of funds

funding THE PROJECTS

Termination of the Agreement

Termination of the Operator’s activities

Other provisions

CONDITIONS OF THE AGENT AGREEMENT

Terms and definitions

Subject of the Agreement

Instruction fulfilment process

Agent’s powers and authorizations

Agent’s obligations

Investor’s obligations

Investor’s representations and warranties

Confidentiality and Data protection

Liability of the Parties

Decision making and risks

Term, validity and termination of the Agreement

Other Conditions

Other documents

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