Terms and Conditions
Effective from 15.09.2024.
General Loan Terms
1 General
1.1 The Portal is a crowdfunding platform administered by the Portal Operator. These Portal Operator’s Terms and Conditions of Use govern the provisions of the use of the Portal, including User registration, the procedure for using the User account, the User's rights and obligations related to the use of the Portal, mutual relations between Users, as well as relations with the Portal Operator and the Collateral Agent.
1.2 By registering on the Portal as a User and creating a User account on the Portal, a person agrees to the Terms and, therefore, at the same time as opening a User account, a contract is concluded between the User and the Portal Operator in accordance with these Terms.
1.3 In order to facilitate the attraction and issuance of loans on the Portal, the Portal Operator also acts as a payment agent for the payment institution SAS Lemonway , legal entity registration number: 500 486 915, address: 8, rue du Sentier 75002 Paris, France, approved by the French Authority for Supervision and Resolution (ACPR) as a payment institution. The Portal operation as a payment agent is also monitored by the Bank of Latvia. By registering as a User and using the User's account, the User also agrees to Lemonway Terms.
1.4 The crowdfunding services provided by the Portal Operator are not covered by the deposit guarantee systems established in accordance with the Directive 2014/49/EU of the European Parliament and the Council, as well as the investments made through the Portal are not covered by the investor compensation systems established in accordance with the European Parliament and the Council Directive 97/ 9/EC. Consequently, Investment through the Portal is associated with risks, including the risk of partially or completely losing the invested money.
1.5 By starting the use of the Portal, the User confirms that he has familiarized himself with the Terms, as well as the risks related to the use of the Portal, as well as having understood them and agreeing to them.
2 Definitions used and their explanations
2.1 Unless the context otherwise requires, the following capitalized expressions and definitions shall have the following meanings:
| "Loan" | an agreed sum of money that the Investor makes available to the Project Owner for an agreed time period and that the Project Owner undertakes to repay to the Investor together with accrued interest in accordance with the Loan Agreement and periodic repayment schedule. |
| "Loan Agreement" | the agreement concluded between the Investor and the Project Owner using the Portal tools, and regulates the main terms and payment schedule of the issued Loan, as well as Collateral and other related issues, and of which the Loan Terms are an integral part. |
| “Loan Terms” | Portal Operator's internal regulatory document General Loan Terms, with all amendments approved from time to time |
| “Auto Invest” | Allocation of a predetermined amount of funds of the Investor, who is the original lender, by the Portal Operator to one or more Projects using an automated tool on the Portal, in accordance with the Investor's individual authorization granted by each Investor separately in accordance with the Terms. |
| “Day off” | Rest days of the week – Saturday, Sunday, and national Holidays determined by the country in which the Portal operates. |
| “Employee” | a natural person who, on the basis of a valid employment contract, is employed by the Portal Operator, the Collateral Agent and/or the companies of the Portal Operator's group, and who performs certain work under the administrative management of the Portal Operator for a hired salary, and who is not a member of the Portal Operator's Board. |
| “ECSP Regulation” | Regulation (EU) 2020/1503 of the European Parliament and of the Council (October 7, 2020) on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937 "EU" The European Union. |
| “Lemonway” | licensed European payment institution SAS Lemonway (the simplified joint stock company) whose registered office is: 8 rue du Sentier , 75002 Paris, France, and registered in the Paris Trade and Companies Register under number 500 486 915. |
| “Fundraising Period” | the time period during which the Investor can approve the Loan for the Project, starting from the moment the Project is published on the Portal website, and which ends either when the fundraising target is reached or when the deadline set by the Portal expires. |
| “Payment Account” | A payment account opened by Lemonway for the User to be used for payments for the Service. |
| “Target Funds” | the total amount of funds that the Project Owner wants to borrow in one Offer. |
| “Collateral Agent” |
The following agents appointed by the Portal Operator, who keep the
Collateral or Collaterals transferred in connection with the secured Loan, in
their name in the interests of the Investor and carry out activities and
transactions in connection with the relevant Collateral, including concluding
Collateral Agreements and Parallel Commitment Agreements, among others
based on the instructions of the Portal Operator in the interests of the Portal
Operator and/or the Investors:
SIA "SF MGMT collateral ", registered in the commercial register of the Republic of Latvia with number 42103112030, legal address: Roberta Hirša Steet 1, Riga, LV-1045, Latvia Shareholder: 100% Portal Operator "LANDE LT" UAB, Lithuanian registration No. 306185224, legal address: Lvivo st. 25-70209320, Vilnius , Lithuania Shareholder: 100% Portal Operator "LANDE PLATFORM RUM" SRL, Romanian registration No. 47369331, legal address: Bdul Tudor Vladimirescu nr 22, cladirea Green Gate Offices , Floor 5, biruul 560, Sector 5, Bucuresti , cod post office 050883 Shareholder: 100% Portal Operator. |
| “Collateral Agreement” | a collateral agreement in the form of a transfer of ownership (mortgage, commercial pledge, hand pledge) or a collateral agreement in the form of a guarantee, regardless of whether it is covered by the Loan Agreement or these Loan Terms. |
| “User” | a person who has expressed a desire to become a user of the Portal and who has registered on the Portal as an Investor or Project Owner. |
| “User Account” | personal virtual sub-page or sub-pages opened on the Portal for the User, through which the User can use the Services provided by the Portal, use payments, and review information about their Investments, Loans, transactions, and other activities performed on the Portal. |
| “Collateral” | an asset owned by the Project Owner or a third party or issued as a guarantee, which serves as a security for a claim against the Project Owner in connection with the Loan received using the Portal tools. |
| “Terms” | these SIA "LANDE platform” Terms and Conditions of Use, with all appendices and amendments approved from time to time |
| “Service” | Crowdfunding service provided by the Portal Operator, which is the matching of business financing interests of Investors and Project Owners in the Portal, which consists of the facilitation of granting of loans. |
| “Terms” | these SIA "LANDE platform" General Loan Terms, with all its annexes and amendments approved from time to time. |
| “Portal” | publicly available Internet-based information system "LANDE Platform", managed by the Portal Operator and available on the website with a reference to the domain: https://lande.finance |
| “Application” | Application submitted by the Project Owner to the Portal Operator to receive Services on the Portal in accordance with the form approved by the Portal and published on the Portal. |
| “Project” | or "Offer" business or businesses for which the Project Owner seeks financing with the help of the Portal. |
| “Project Owner” | any natural or legal person who seeks financing on the Portal and has a business relationship with the Portal Operator. |
| “Non-sophisticated investor” | an Investor who is not an sophisticated investor and who has not been granted full access to crowdfunding projects published on the Portal. |
| “Portal Operator” | SIA "LANDE Platform", unified registration number: 40203386735, legal address: Roberta Hirša Street 1, Riga, LV-1045, Latvia, e-mail: [email protected] |
| “Board” | Board of directors of the Portal Operator. |
| “Knowledge Test” | assessment, during which the Portal requests information about the potential non- sophisticated investor’s experience, investment goals, financial condition, and basic understanding of the risks associated with investments in general and with investments in the types of investments offered on the Portal. |
2.2 Time units and periods used in the Terms:
2.2.1 month is a calendar month;
2.2.2 quarter is a period whose duration is 3 (three) months;
2.2.3 half a year refers to a period whose duration is 6 (six) months;
2.2.4 a business day is a day that is not a Day off and on which credit institutions are open for bank operations in the European Economic Area.
2.2.5 the determination of periods by time is based on the system clock of the registered address of the Portal Operator and the EET time zone (GMT+2).
2.3 Unless otherwise stated, a reference in these Terms to:
2.3.1 one gender includes a reference to other genders; and
2.3.2 words in the singular include the plural and words in the plural include the singular.
2.4 A reference to legal acts includes any regulation, law, rule, official directive, request, or guideline (whether or not having the force of law) of a government, intergovernmental or supra -governmental authority, agency, department, or any regulatory, self-regulatory or other body or organization.
2.5 A reference to a particular law is a reference to it as it stands, subject to any amendments, extensions, or re- enactments, and includes any subordinate legislation in force made under it.
2.6 Reference to the Portal Operator, Investor, Project Owner, Collateral Agent, or any other person includes their respective successors, permitted assignees, and permitted transferees.
2.7 Person means any natural person, firm, company, corporation, government, state or government agency or any association, trust, joint venture, consortium or partnership, or other entity (whether or not it has a separate legal personality).
2.8 Any words used after the definitions, including, but not limited to, such as and similar definitions, are deemed illustrative and do not limit the meaning of the words, descriptions, definitions, phrases, and expressions that precede those definitions.
2.9 Reference to the term "in writing" means communication between the Portal Operator and/or the Collateral Agent, and/or the Lender, the Borrower in paper form or using any other permanent information medium, which enables the Investor to store information addressed to him personally so that this information is available for future for use.
2.10 References to sections, clauses are references to sections and clauses of these Terms.
2.11 Headings in these Terms are used for convenience only and do not affect the interpretation of these Terms.
3 Services
3.1 The Portal Operator provides Users with the opportunity to use the Portal for the intended purpose:
3.1.1 enter and familiarize with the Offers;
3.1.2 express interest and invest in Projects;
3.1.3 conclude contracts for investment;
3.1.4 make payments and receive payments using the Portal;
3.1.5 use the Auto Invest function;
3.1.6 sell and buy Investments on the secondary market using the Bulletin Board;
3.2 The Portal Operator has the unlimited right to change the functionality of the Portal and the Terms without prior notice, including restricting or amending the functionality of the Portal.
3.3 The Services provided by the Portal Operator include, among others, the services provided by the Collateral Agent.
3.4 The content of the Service provided by the Portal Operator and the Collateral Agent does not include:
3.4.1 Issuing guarantees or otherwise ensuring the availability of financial funds, financial instruments to the User or ensuring the fulfillment of the User's financial obligations;
3.4.2 acceptance of deposits or other repayable instruments;
3.4.3 provision of investment services and related ancillary services;
3.4.4 providing legal, financial, tax, or any other advice;
3.4.5 dealing in real estate, any other assets or providing advice in relation to them;
3.4.6 providing payment services, opening and servicing current accounts;
3.4.7 services related to investments in the Project Owner's securities, equity, or other issued permitted instruments;
3.5 The Portal Operator performs an administrative function in drawing up the Loan agreement and other transaction documents. In collecting any indebtedness of the Project Owner, the Portal Operator, and/or the Collateral Agent shall act at its discretion based on what the Portal Operator deems necessary and in accordance with the Portal Operator's experience, in its best interests.
3.6 The Portal Operator and/or Collateral Agent is not a contracting party to the Loan Agreement concluded through the Portal, but in the cases specified in the Loan Terms, the Portal Operator and/or the Collateral Agent has the right to rely on provisions of the Loan Agreement and demand the fulfillment of the provisions of the Loan Agreement in their name.
3.7 The Portal Operator can make changes to the functionality and design of the Portal, including expanding, changing, or removing its functions, at its discretion, at any time, without requiring the Users' permission or without prior warning to the Users.
4 Commissions, fees and expenses
4.1 ll expenses related to the use of the Portal and the commissions and fees of the Portal Operator are covered by the Project Owner.
5 User requirements
5.1 The Portal has two types of Users - Investors and Project Owners.
5.2 Both natural and legal persons can act as Investors.
5.3 Both natural and legal persons can act as Project Owners.
5.4 The User shall meet the following requirements:
5.4.1 The User can only be a person who has a current account in a licensed credit institution or payment institution registered in the commercial register of the country of the European Union or the European Economic Area.
5.4.2 A User who is a natural person must be at least 18 years old.
5.4.3 a A legal entity can register as a User only through its representative, who is a natural person. The legal entity is responsible for ensuring that only the legal representative has access to the legal entity's current account.
5.5 The Portal Operator reserves the right to determine that Investors cannot be US persons as defined in Regulation S of the US Securities Act of 1933, the US Commodity Exchange Act, and the Internal Revenue Code of 1986, as amended, as interpreted in accordance with FATCA or the relevant intergovernmental agreement with the United States (IGA) regarding the FATCA Act of July 24, 2015. The Portal Operator may determine that the Projects offered are not offered, sold, or otherwise transferred to or on behalf of such US persons. The above also applies to individuals and offers from Canadian, Australian, and Japanese mutatis mutandis.
5.6 Due to the mandatory requirements arising from EU legislation and regulation, each Project Owner who is a legal entity must have a legal entity identifier (LEI code). The Portal Operator may facilitate the Project Owner's registration with an LEI code service provider, however, the Project Owner shall cover all relevant costs related to the registration and maintenance of a valid LEI code.
5.7 The Portal Operator requires the Investor to take a knowledge test the purpose of which is to assess the Investor's knowledge and ability to bear losses. The Portal Operator considers any Investor who has not passed the knowledge test to be a potentially Non-sophisticated investor and may, in a non-discriminatory manner, at its sole discretion, limit its access to the Portal Operator's services.
5.8 The Portal Operator may, at its sole discretion, refuse to register the User or set additional requirements for the User's registration (both for the Investor and the Project Owner), or change the existing requirements at its sole discretion at any time.
6 User identification
6.1 When registering on the Portal, the User provides the Portal Operator with information for the User's identification:
6.1.1 full name, surname, and residential address;
6.1.2 E-mail address;
6.1.3 nationality and/or country of birth;
6.1.4 tax residence and taxpayer number;
6.1.5 a source of wealth and prosperity;
6.1.6 the purpose and nature of the business;
6.1.7 passport or other personal document data;
6.1.8 information about professional experience, including in the field of investments;
6.1.9 information about academic education;
6.1.10 other information and documents requested by the Portal Operator, so that the Portal Operator can determine the identity of the User and his UBO (Ultimate Beneficial Owner), as well as other related persons, if necessary. The User will be denied registration if any of the submitted documents are invalid.
6.2 The Portal Operator has the right to determine the acceptability and relevance of information at its sole discretion.
6.3 After submitting the information necessary for the User's identification, the Portal Operator ensures that Lemonway conducts a due diligence investigation of the natural person or legal entity registering the User's account in accordance with Lemonway's internal AML policy and "know your customer" policy. A person applying for User account registration shall provide Lemonway with all information and documents requested by Lemonway or the Portal Operator.
6.4 By registering as a User and using the User's account, the User also agrees to the Lemonway Terms.
6.5 Only persons whose identification process has been successfully completed by the Portal Operator and who have passed the Portal Operator's and Lemonway's check to the extent deemed necessary by the Portal Operator and Lemonway can finish registering a User account in their name.
6.6 The User Account will only be valid once the User Account registration process has been successfully completed.
6.7 The Portal Operator rejects a person's application to register an account if:
6.7.1 the person and/or related persons have been convicted or suspected of money laundering, terrorist financing, fraudulent, or other illegal activities. Likewise, the Portal Operator rejects a person's application if international sanctions have been applied to the person and/or related persons;
6.7.2 if the person cannot complete and/or submit the information required for identification;
6.7.3 if the person cannot complete the verification of the Portal Operator and Lemonway to the extent that the Portal Operator and Lemonway deem necessary.
6.8 The Portal Operator has also the right to unilaterally refuse to open a User's account in other cases not mentioned in Clause 6.7 of the Terms, without explaining the reason for the refusal to open the User's account.
6.9 When registering a User account, the User indicates whether he wants to register a User account in his name as a natural person or in the name of a legal entity duly represented as an official by the natural person registering the account, and the official can prove such representation.
6.10 A natural person can register a User account only personally. A legal entity can register an account through a representative. The Portal Operator is not responsible for any claims arising from the activity of a representative of a legal entity on the Portal.
6.11 The User undertakes to submit to the Portal Operator a representation certificate in the form requested by the Portal Operator. The User shall immediately inform the Portal Operator if the right of representation has been terminated or revoked.
7 User account
7.1 In order to use the Portal and conduct transactions through the Portal, a person must register a User account in his name in accordance with the requirements of Section 6 of the Terms.
7.2 Each User has an individual User account. The User account on the Portal is opened for an indefinite time period. The User's login data is the Username and password, and they are personal and are used to identify the User and log in to their User account on the Portal. The Portal Operator can enable the User to use the Google website as a secure identification solution.
7.3 The User may have only one User account as an individual and one User account for each legal entity represented by the User.
7.4 The User may not transfer his login data to third parties. The Portal Operator is entitled to assume that the person using the User's username and password has the authority arising from the law or contract to conduct transactions on behalf of the User, and the Portal Operator is not responsible for unauthorized access to the User's login data due to the actions or inactions of the User or third parties. The Portal Operator may limit the User's rights or refuse to comply with the User's instructions if the Portal Operator is concerned or believes that there is a risk that the User's username and password have come into the possession of a third party.
7.5 The User is not allowed to share or in any way transform, pledge, or alienate his rights to the User account with any third party, including other registered Users.
7.6 In order to ensure the User's compliance with the requirements of the Terms, the Portal Operator is entitled to:
7.6.1 regularly verify the identity of the User, the User's representative, and any third party related to the User, as well as obtain additional documents and information from the User (including information about the legal entity's address, tax residence, founders, owners, directors and UBO);
7.6.2 regularly request documents and information about the activity of the User and any third party related to the User (including information about business partners, transactions, and economic activity), as well as documents and information about the origin of the User's funds or property;
7.6.3 require the User to submit all other documents and information, as well as perform all other actions necessary for the application of due diligence measures and/or sanctions.
7.7 If the User does not comply with provisions stipulated in Clauses 7.1- 7.6 of the Terms the Portal Operator has the right or, in the cases stipulated by law, the obligation to refuse to provide the Service or conclude a Loan Agreement, to set temporary or permanent restrictions on the use of the Service or to terminate the Loan Agreement in an emergency.
7.8 The Portal Operator has the right to block the account and/or limit the operation of the User's account and the received Services if there is a valid reason for this. The Portal Operator considers cases where:
7.8.1 The Portal Operator suspects the User of money laundering, terrorist financing, or any other criminal offense (such as fraud), or of supporting and participating in such an offense;
7.8.2 The Portal Operator suspects that the User or a person related to the User, or an order initiated by the User, is related to a person, company, region, or regime subject to sanctions;
7.8.3 The Portal Operator suspects that the User's funds or property have been obtained as a result of a criminal offense, or if the Portal Operator becomes aware of circumstances due to which it is necessary to find out the legal origin of the User's funds or property;
7.8.4 The User or the User's representative does not submit the documents requested by the Portal Operator to determine the right of representation;
7.8.5 The Portal Operator has been provided with conflicting information about persons who have the right to represent the legal entity or documents whose correctness the Portal Operator has reason to doubt;
7.8.6 The User has not submitted the documents and/or information requested by the Portal Operator;
7.8.7 The User profile becomes or may become available to a third party;
7.8.8 blocking, at the discretion of the Portal Operator, is necessary to prevent damage to the Portal Operator, the Collateral Agent, the User, or a third party;
7.8.9 information about the means of communication that the User has provided to the Portal Operator (phone number, e-mail, etc.), and/or the User's residential address, and/or other information about the User's (business) activity turns out to be incorrect, and it is not possible to contact the User using any of the means of communication that the User has indicated to the Portal Operator.
7.9 Save provisions stipulated in Clause 7.8 of the Terms, the Portal Operator reserves the right to block the User's account and/or restrict the operation of the User's account and the Services without prior warning or responsibility, without explaining the reason to the User.
7.10 The Portal Operator blocks the User's account at the User's request.
7.11 The Portal Operator may unblock the User's account at its sole discretion if the reason for the blocking has been eliminated.
7.12 Unless otherwise specified in the applicable legal regulation, the Portal Operator is not responsible for any loss or damage resulting from the blocking of the User's account.
7.13 If the User's account is blocked or its operation is restricted, the transactions made on the User's Portal remain valid in accordance with the provisions specified therein.
8. General user rights and obligations
8.1 When concluding Loan Agreements on the Portal or receiving other Services, the User shall evaluate the appropriateness and risk of the relevant transaction, the User understands the risks associated with using the Portal, and the User acts solely on his responsibility.
8.2 The User is solely responsible for the payment of all applicable taxes and duties payable in connection with Loan transactions and activities performed using the Services of the Portal Operator, and neither the Portal Operator nor the Collateral Agent shall withhold or deduct from the taxes payable unless the Portal Operator or Collateral Agent is not bound such obligation by applicable regulation.
8.3 The User has the following obligations:
8.3.1 not to use the Portal for illegal transactions or activities, including fraud, money laundering, terrorism financing, or other similar activities;
8.3.2 use the Portal using web browsers designed for general purposes.
8.3.3 when registering a User account, submit only true data and information. The User is responsible for the losses caused by violating the obligation set forth in this article, in relation to the Portal Operator and other Users. The Portal Operator does not check the correctness of the information submitted by the Users and does not assume any responsibility for the correctness and veracity of the data submitted by the Users;
8.3.4 to protect the necessary data and devices in the Portal User's account, including the relevant passwords and usernames, so that third parties cannot gain possession of them. However, if a third party enters the Portal using the User's account, all the provisions arising from the Terms shall apply;
8.3.5 not to use technical equipment, applications, or solutions (including computer programs) whose purpose or function is the automated use, reading, collection, recording, or other processing of the content of the Portal or the data recorded therein;
8.3.6 not to use the Portal (including any website and/or data transmitted through lande.finance ), its underlying computer programs (including application programming interfaces (APIs)), domain names, uniform resource addresses (URLs), databases, functions, and its content other than for private non-commercial purposes, unless otherwise agreed in writing by the Portal Operator in accordance with its policies and procedures. The use of any automated system or software, whether operated by a third party or otherwise, to extract any data from the Portal for commercial purposes (screen scraping) is strictly prohibited.
8.3.7 not use automated means and automatic data scraping, data reading, and processing devices to access the Portal or collect information from the Portal (including robots, spiders, scripts, or other automatic devices or programs);
8.3.8 not to interfere with, circumvent, or disable the security or other technological functions or measures of the services available on the Portal and not to attempt to gain unauthorized access to the Portal (or any of its services) or its related systems and networks;
8.3.9 not to use in any way the data provided by the Portal Operator, Collateral Agent, or Project Owner or other Users for competing purposes or applications in relation to the Portal Operator, any User, or other persons who have provided this data;
8.3.10 immediately inform the Portal Operator about the possible risk of unauthorized use of the User's account and/or the risk of leakage of information and data;
8.3.11 inform the Portal Operator as soon as possible about changes in the data submitted when opening the User account;
8.3.12 cover all costs, duties and taxes related to the User's account and/or the use of the Services;
8.3.13 At the request of the Portal Operator, provide the Portal Operator with information and documents that the Portal Operator needs to ensure the execution and observance of the Terms.
8.4 The User has the right to:
8.4.1 connect to the Portal using the authorization functionality, which is provided with the necessary measures determined at the discretion of the Portal Operator;
8.4.2 use the functionality of the Portal, if the User meets the requirements for the use of the specific functionality;
8.4.3 review the User data stored by the Portal Operator, restore this data and request the Portal Operator to stop processing.
8.5 If a claim for the transfer of property/money in the User's account is submitted in the event of the Investor's death or termination of operation, the Portal Operator has the right to refuse the transfer of property/money until inheritance or transfer of rights has been proven in accordance with the law and substantiated by applicable documents (e.g. inheritance certificate). In addition, any costs related to the establishment of inheritance or similar transfer rights may be deducted from funds in the User's account or claimed from a person claiming funds based on inheritance rights or other transfer rights.
9. Late interest and penalties
9.1 The Portal Operator can, at its sole discretion, terminate the User's status and close the User's account at any time by notifying the relevant User according to the procedure specified in Section 20 of the Terms, at least 10 (ten) calendar days in advance, if:
9.1.1 Use of the User Account does not comply with the Terms;
9.1.2 The User's activities are related to money laundering, terrorism financing, fraudulent or other illegal activities, or the User or the persons associated with it become the subject of international sanctions;
9.1.3 The User has provided false or misleading information or forged documents;
9.1.4 The User has not submitted information and/or documents at the request of the Portal Operator;
9.1.5 The Portal Operator considers the actions or conduct of the User or its representatives to be inappropriate, harmful, or offensive to the Portal Operator, the Collateral Agent, its employees, or other Users. This includes, but is not limited to:
9.1.5.1 Harassment, threats, or abusive communications;
9.1.5.2 Discrimination or hate speech;
9.1.5.3 Fraudulent or deceptive practices;
9.1.5.4 Sending spam or unauthorized solicitations;
9.1.5.5 Any other behaviour that, at the discretion of the Portal Operator, negatively affects the Portal, its Users or violates the standards of behaviour and ethics set in society.
9.1.6 The User has performed the actions or behaviour specified in Clause 7.8 of the Terms;
9.1.7 The User's account is blocked or the User's account operations are restricted in accordance with Clause 7.9 of the Terms;
9.1.8 The User has violated other requirements of the Terms.
9.2 At the User's request, the Portal Operator terminates the User's status and closes the User's account if the User is not a party to any Loan Agreement, the relevant User has no monetary claims against other Users in connection with the use of the Portal and the relevant User has fulfilled all financial obligations incurred towards the Portal Operator, Collateral Agent, and other Users in connection with the use of the Portal. The Portal Operator terminates the User's status and the User's account is closed within 10 (ten) calendar days from the receipt of the User's request.
9.3 When the User's status is terminated and the User's account is closed, the Portal Operator transfers the positive balance of the funds reflected in the relevant User's account to the current account of this User within 10 (ten) days from the closure of the User's account, from which the User has previously transferred funds to the Portal Operator. The Portal Operator has the right not to transfer and/or withhold the positive balance of the funds reflected in the User's account or its part if this is provided for by applicable laws or Terms.
9.4 Unless otherwise provided by law, the Portal Operator is not responsible for any loss or damage resulting from the termination of the User's account.
10 Loan agreements
10.1 A User who wants to borrow funds from other Users for starting, ensuring, and developing a business, shall submit all the data required in the Application to the Portal Operator.
10.2 After receiving the Application, the Portal Operator and/or Collateral Agent shall, at their discretion, review the information included in the Application, evaluating, among other things, whether or not the Project is suitable for the Portal, and the Applicant's creditworthiness, based on the submitted information and other information that the Portal Operator considers useful. The Portal Operator can make requests to third parties, any relevant registers and use other sources to collect any information for the evaluating the Application. Before publishing the Project on the Portal, the Portal Operator and/or the Collateral Agent may order an evaluation report of the Collateral offered for collateral to an independent appraiser at the applicant’s expense.
10.3 Only the Project Owner, whose identity and compliance with the requirements for receiving the Loan have been verified by the Portal Operator in accordance with the procedures established by the Portal Operator, can receive a Loan. The Portal Operator is entitled to perform any and all assessments of the Project Owner's reputation and credit risk, creditworthiness that the Portal Operator deems necessary. The Portal Operator can, at its discretion, refuse to issue a Loan and publish the Project without explaining the reasons for such a decision.
10.4 If the Portal Operator determines that the submitted Application is acceptable to the Portal Operator, the Portal Operator can make the Project available to Users. The Portal Operator can assign a risk category to the relevant Project at its discretion.
10.5 The information prepared by the Project Owner about borrowing funds is published to other Users on the Portal in full, together with data about the Project Owner and any other additional data that the Portal Operator considers necessary and which the Portal Operator has verified at its discretion. Publication of information is a binding Offer for borrowing money.
10.6 The Loan can only be granted by the Investor. The Portal Operator, at its discretion, may prevent the Investor from granting a Loan or set other additional conditions for granting a Loan.
10.7 In certain cases, the Portal Operator and Collateral Agent can also invest in the Projects. In this case, the Portal Operator and the Collateral Agent strictly comply with the provisions of the ECSP Regulation on preventing conflicts of interest and the Portal Operator's internal regulations.
10.8 In order to grant a loan, Investors, using the Portal, conclude a Loan Agreement with the relevant Project Owner. The Project Owner concludes the Loan Agreement with each Investor separately. Each Investor can conclude one or more Loan Agreements with the Project Owner. If the Investor invests in the Project several times, each investment is considered a separate Loan Agreement. In detail, the issuance of the Loan to the Project Owner is governed by the Loan Terms.
10.9 The Loan Agreement is concluded when the Project Owner submits an Application and Investors who wish to conclude such a Loan Agreement confirm their investment in the Project, as indicated below:
10.9.1 The Project Owner fills out the Application in accordance with the provisions approved by the Portal Operator and approves it in accordance with the procedure specified in this Section of Terms.
10.9.2 The Offer loses its validity if, by the end of the Fundraising period, the total principal amount of the Loan approved by the Investors is not at least the minimum amount of the Target's funds in accordance with Clause 10.11.1 of the Terms. The Portal Operator has the right to reduce the minimum amount of the Target Funds, as specified in the Loan request, until the end of the Fundraising Period.
10.9.3 The Project Owner, with the consent of the Portal Operator, has the right to extend the initial Fundraising Period by no more than 30 (thirty) calendar days, and the relevant extension does not affect the validity of the Loan Agreements concluded before such extension.
10.9.4 The Investor can approve the Loan using a technical solution provided for this purpose by the Portal Operator. In order to provide approval, the Investor shall have available funds in his account at least in the amount that this Investor wishes to grant as a Loan.
10.9.5 By giving approval, the Investor undertakes legal obligations and concludes a Loan Agreement with the Project Owner, and the amount specified in the approval is deducted from the Investor's User account. The Investor has all the rights and obligations of the Lender, which are specified in the Loan Terms. This approval cannot be revoked, except for the Non-sophisticated investor during the reflection period and in cases where special circumstances arise that require the Portal Operator or the Project Owner to allow the revocation.
10.9.6 After the Loan request is approved, the Portal Operator prepares a copy of the Loan Agreement in pdf format (which may consist of one or more documents in pdf format), which is made available to the Investor and the Portal owner on the Portal.
10.10 To a Non-sophisticated investor, the Portal Operator grants a reflection period of 4 (four) calendar days after the Non-sophisticated investor has expressed his approval to invest in the Offer. During the reflection period, the Investor may withdraw its approval to invest in the Offer at any time without giving any reason and without any legal consequences. To cancel the investment during the reflection period, the Investor sends the Portal Operator an e- mail to the e-mail address: [email protected], in which he indicates his desire to withdraw his interest in investing in the offer. The Portal Operator cancels the investment in the Offer after receiving the e-mail.
10.11 Loan amount according to the Loan Agreement:
10.11.1 must not be less than EUR 50.00 and;
10.11.2 may not exceed the maximum amount of the Offer’s Target Funds.
10.12 If at the end of the Fundraising Period, the total amount of the Loan is still less than the minimum amount of the Target Funds, the concluded Loan Agreements are canceled and the Portal Operator returns the funds to the Investors in the respective User accounts.
10.13 If the requested Target Funds are collected during the Fundraising Period, the Portal Operator can pay the Loan amount to the Project Owner. The disbursement is made if the Project Owner has fulfilled all the conditions for issuing the Loan set by the Portal Operator, i.e., the Loan amount is transferred to the bank account specified by the Project Owner only after the performance of activities provided in the Terms, as well as in the relevant Loan Agreement and/or other contracts concluded between the Portal Operator/Collateral agent and the Project Owner. Until the Loan is disbursed to the Project Owner, it is kept in a payment account opened in Lemonway in the name of the Project Owner and from which the Project Owner cannot withdraw funds without the order for account access from the Portal Operator. Funds can be stored and transferred to another account specified in the relevant Collateral Agreement and/or in other agreements concluded between the Portal Operator/Collateral Agent and the Project Owner. Only the Portal Operator can initiate payments from this payment account.
10.14 The Loan will be issued to the Project Owner after the end of the Fundraising Period if the Investors have approved the Loan request for at least the minimum amount of Target Funds specified by the Project Owner.
10.15 The User agrees and is aware that the Project Owner, with the consent of the Portal Operator, can unilaterally extend the repayment term specified in the Loan Agreement by a total of no more than 6 (six) months, counting from the initial repayment term, provided that:
10.15.1 The Project Owner has submitted a relevant application to the Portal Operator;
10.15.2 The Credit Committee of the Portal Operator recognizes the extension of the term as justified and possible, taking into account the interests of the Investors, the financial position of the Project Owner, and the possible financial benefit from the extension of the term.
11 Payments through the portal
11.1 Payments on the Portal are made through Lemonway. In order for Users to invest or borrow funds on the Portal, they agree to submit any documentation to Lemoway and/or comply with the Portal Operator's requests to pass AML and KYC checks and open a Payment Account using Lemonway services. By registering on the Portal, the User also agrees to Lemonway Terms.
11.2 In order to carry out transactions on the Portal, the User must transfer funds from his current account to the Payment account. The User can transfer funds to the Payment Account only from a bank account registered in the User's name at a licensed credit institution or payment institution registered or operating in a European Union and/or European Economic Area country that is an active member state of the European Union. The User must specify the individual reference number generated by the Portal for the User in the payment order.
11.3 If the current account from which the transfer was made to the Payment account does not belong to the relevant User or does not meet the other conditions mentioned in Clause 11.2 of the Terms11.2, or if the reference number specified in Clause 11.2 of Terms is not indicated in the payment, the Portal Operator or Lemonway has the right to transfer the amount of money back to the person making the transfer and withhold from the User the amount of reimbursement of expenses related to the return of the payment, by manually or automatically deducting it from any funds in the Payment Account.
11.4 If the current account from which the transfer was made to the Payment account does not belong to the relevant User or does not meet other provisions specified in Clause 11.2 of the Terms, Lemonway is entitled to apply a contractual penalty to the Portal Operator and/or the User in accordance with Lemonway Terms. If Lemonway applies a contractual penalty, the Portal Operator is entitled to deduct the amount of the contractual penalty as reimbursement of expenses from the User, by writing it off the balance in the Payment Account, or if there is no balance in the Payment Account, by requesting the User to reimburse the contractual penalty paid by the Portal Operator.
11.5 The Payment Account reflects the amount of funds that the User has credited to the Payment Account for transactions on the Portal and funds received from other Users as a result of transactions concluded on the User's Portal. Amounts payable to other Users as a result of transactions performed on the User's Portal and amounts for which the Portal Operator must be paid or reimbursed in accordance with the Terms are withheld from the User, and such transaction is recorded and displayed in the Payment Account.
11.6 Through the Portal, the User can express interest in making an Investment, including confirming Offers on the Portal and executing transactions, only if the Payment Account has an unregistered positive balance in the amount required for the transaction, i.e., the amount of funds that is sufficient to cover the assumed financial obligations for the execution of the transaction at the time and at the time of closing of the transaction. If there are insufficient funds in the Payment account, the relevant payment is not made and/or transactions are not carried out on behalf of the Investor. The Portal Operator is not responsible for any loss or damage that the Investor may incur in this regard.
11.7 If the Project Owner must fulfill financial obligations to several Investors at the same time and there are no free funds in the User account of the Project Owner to fulfill all financial obligations in full, the remaining insufficient funds in the User's account are directed to the fulfillment of these financial obligations towards all relevant Investors in proportion to the ratio of the balance of the Loan granted by the Investor to the total balance of the Loan granted within the framework of the Loan Agreements concluded for the financing of this Loan (proportionally). If the above- mentioned financial obligations are due at a different time, the order in which the payable obligations are considered fulfilled is based on the order of application of insufficient payments described in the Loan Terms, and the chronological order in which these obligations are due is followed.
11.8 The User may not fulfill his financial obligations by crediting or withholding or deducting from the amounts due, without the consent of the Portal Operator, given in writing or in an equivalent form.
11.9 Given that Lemonway only makes payments in even cent amounts, all payments (including but not limited to loan principal, interest, late interest, penalty payments) resulting from Loan transactions resulting in fractional cents are rounded down to the nearest cent. Any remaining amounts resulting from rounding, if they do not amount to an even cent, are retained by the Portal Operator and used to compensate for any discrepancies arising from the rounding process or for other purposes related to the provision of payments (for example, to cover Lemonway commissions). Version: 2.0 Version date: 15.09.2024 13
11.10 The User's delay in fulfilling the obligations arising from the Loan Agreements (first of all, repayment of the Loan and payment of interest), which does not exceed 5 (five) calendar days, shall not be considered as non-fulfillment of the User's obligations. If the delay in the fulfillment of the obligations arising from the Loan Agreements exceeds 5 (five) calendar days, the Portal Operator, when determining the late interest and/or contractual penalties, calculates the delay period starting from the first day of delay (i.e., the next calendar day after the payment deadline).
11.11 The Portal Operator can deduct from the funds to be paid to the Investor and Project Owners;
11.11.1 taxes, duties, and other mandatory payments that the Portal Operator must withhold in accordance with the legislation of the Republic of Latvia;
11.11.2 The Portal Operator's and/or the Collateral Agent’s expenses, fees, commissions, applied contractual penalties, late interest, and other payments if they are provided for in the Terms, the Loan Agreement, the Loan Terms, and/or other loan transaction documents concluded between the Project Owner and the Portal Operator/Collateral Agent.
11.12 The Portal Operator has the right to apply a contractual penalty of EUR 20,00 per day to the Project Owner without prior notice if the Project Owner does not have active and unpaid Projects for more than 3 months and the Project Owner's Payment Account has a positive balance.
12 Collateral agent
12.1 Any and all Collateral must be endorsed in favor of the Collateral Agent. The Collateral Agent is selected and appointed by the Portal Operator. The function of the Collateral Agent can only be performed by the Collateral Agent or the Portal Operator himself. The functions of the Collateral Agent will not be entrusted to any third party.
12.2 The Collateral Agent holds and keeps the Collateral transferred to secure the obligations of the issued Loans and in his name in the interests of the Investor(s) and performs activities and transactions in connection with the administration of the Loan and the relevant Collaterals, including registering Collaterals (mortgages, commercial pledges, etc. ) in his name in the relevant state in the registers, based on the Portal Operator's instructions given by the Portal Operator on behalf of the Portal Operator and/or the Investor(s), based on these Terms, the Loan Terms and the Loan and Collateral transaction documents related to the relevant Loan. The Collateral Agreements are concluded as contracts in favor of a third party, which means that although the Collateral Agreements are concluded between the Collateral Agent and the Project Owner, they secure the Investors' claims against the Project Owner arising from the Loan Agreements.
12.3 If, while performing actions for the benefit of the Investor and/or the Portal Operator, the Collateral Agent has received funds obtained as a result of collection or the fulfillment of any claims (including realization of the Collateral), the Collateral Agent transfers the relevant funds to the Portal Operator (before deducting and paying all costs and commissions, incurred or calculated for it in connection with the relevant activities). On the other hand, the Portal Operator transfers the received revenue to the Investor's Payment account in proportion to the Investor's request. If the funds do not fully cover all obligations arising from the Loan Agreement, the repayment is made to the Investor in proportion to the amount of the Investor's claim from the total amount of the Loan. The above also applies to the situation where the Collateral Agent has carried out the relevant recovery or other enforcement actions based on the basis arising from any parallel commitment agreement in accordance with the Loan Terms and/or the relevant collateral in the Collateral Agreement.
12.4 The Collateral Agent and the Portal Operator, as well as Lemonway, are not obliged to pay interest to the Users on the deposited, paid out, or recovered amounts and other balances of funds stored in the User's account, for the period from the receipt of the amount until its transfer to the Payment Account or current account, or reinvestment.
12.5 One Collateral can serve as Collateral for Loan Agreements concluded in stages or consecutively as a result of several campaigns. Investors using the Portal agree that they accept any disadvantage caused by the increase in the loan-to- collateral value ratio when issuing subsequent loans, as such increase in the loan-to-value ratio is a normal consequence of financing structured in several stages.
12.6 Investors are aware that the value of the Collateral may decrease over time due to reasons beyond the control of the Portal Operator, for example, due to changes in the real estate market, due to the commercial activity of the Project Owner, due to the specific type of Collateral, and the Portal Operator is not responsible for such changes, including any change in the ratio of the loan and collateral value specified in the Project description to Investors.
13 Auto invest
13.1 The Portal offers Users, according to their choice and created strategy, to use the Auto Invest function for investing in Loans and concluding a Loan Agreement. Auto Invest allows Users to automatically invest their funds in Projects published on the Portal by selecting specific Project parameters in advance. The Portal Operator handles the funds in the User's Payment account in the amount determined by the Investor using the Auto Invest function.
13.2 The Portal offers Users to create their 13.4 13.4 and 13.5 of the Terms, after creating which the Investor will have the opportunity to turn on or off the Auto Invest function and/or change the specific criteria.
13.3 By activating the specific Auto Invest strategy, the User authorizes the Portal tools to automatically make investments in the amount chosen by the User, in Projects whose Project description will meet all the minimum criteria of the strategy selected by the Investor and will not exceed any of the maximum criteria of the strategy.
13.4 The User can choose the Auto Invest strategy by entering the following specific parameters, according to which the Auto Invest will invest the User's funds:
13.4.1 Loan amount for one Project, which is not less than EUR 50.00.
13.4.2 Loan amount for one Project, which is not less than EUR 100.00.
13.4.3 Interest rate (%);
13.4.4 Loan term in months;
13.4.5 Loan to Value (LTV) (%)
13.4.6 Types of Collateral;
13.4.7 Types of Loan Repayment Schedule;
13.4.8 Country of origin of the Project.
13.5 The User can create a basic (“Basic”) strategy by choosing the criteria specified in Clause 13.4.1 of the Terms, or an advanced (“Advanced”) strategy, which is combined with the criteria of Clauses 13.4.2 - 13.4.8. of the Terms. The User has the right to create an unlimited number of strategies.
13.6 In order to use Auto Invest, the User must have sufficient funds in the Payment Account in accordance with Clause 10.6 of the Terms11.6, which allows investing in the Project and concluding Loan Agreements according to the parameters chosen by the User.
13.7 The User may disable the Auto Invest function or create a new investment strategy at any time using the functionality of his User Account in accordance with Clause 13.5 of the Terms.
13.8 If the specific Offer, in which, according to the strategy chosen by the User, an investment should be made with the Portal tools, cannot satisfy the demand according to the User's Auto Invest strategy, the Portal tools automatically make investments, guided by the principle of "First Come - First Serve Principle", that is, investments are made after the strategy registration date, the Investor who chose the Auto Invest strategy earlier invests.
13.9 Each of Auto Invest strategies will invest only once in a specific Project.
13.10 A 4 (four) day reflection period is not applied to Loan Agreements concluded with the use of Auto Invest functions or settings in accordance with Clause 10.10 of the Terms.
13.11 The Portal Operator reserves the right at any time at its discretion to stop offering Auto Invest to the Investor or limit the use of certain Auto Invest functions or settings.
13.12 The Investor assumes full responsibility for any consequences resulting from the Investor's approved Auto Invest strategies and transactions made using Auto Invest.
14 Use of bulletin board
14.1 The Portal Operator can offer a Bulletin Board function that allows the User to advertise an interest in selling/buying Investments by assigning a claim from the concluded Loan Agreements to another User, except the User against whom the claim is directed.
14.2 The Portal Operator has the right to terminate or stop offering the Bulletin Board function at any time at its discretion. The Portal Operator may also selectively limit functions that allow the use of claims assignments, including but not limited to disabling this function only for Users from certain countries.
14.3 When using the Bulletin Board, the following provisions must be followed for assigning claims:
14.3.1 The minimum value of the transferable claim is EUR 2.00;
14.3.2 Claims with a value of less than EUR 100 must be assigned in full and cannot be divided into parts, i.e., they cannot be partially assigned;
14.3.3 Claims whose value is higher than EUR 100 can be partially assigned, providing that the value of the assigned claim is not less than EUR 100;
14.3.4 Investors are not entitled to assign claims arising from defaulted Loan Agreements;
14.3.5 Investors are not entitled to assign claims arising from the Loan, which is repaid in one payment on the last date of the Loan repayment term (Full bullet schedule);
14.3.6 Investors are not entitled to assign claims on the last date of the Loan repayment term;
14.3.7 Investors are not entitled to assign claims during the Fundraising Period until the Loan is transferred to the Project Owner;
14.3.8 Investors are not entitled to assign claims if the Loan has been executed by the Project Owner;
14.3.9 Investors are not entitled to assign claims after the last repayment date of the Loan.
14.4 The price of the assignment of the claim must be equal to the outstanding principal amount of the Loan or its part, if the claim is partially assigned, in accordance with the Loan Agreement from which the claim arises.
14.5 After the transfer of claim rights, the interest arising from the Loan Agreement will be calculated for the month of the transfer of claim and distributed proportionally between the Investor who transferred the claim and the Investor who accepted the claim.
14.6 The Investor, through his account, submits a proposal to sell the investment by concluding an assignment agreement, which specifies the provisions of the assignment of the claim, including:
14.6.1 Claim to be assigned;
14.6.2 the amount of the claim to be assigned;
14.6.3 the price of the claim to be assigned.
14.7 The offer to assign the claim is valid on the Portal until other Investors have expressed their consent to this proposal. An Investor who has made an offer to assign a claim can withdraw it by deactivating the assignment of claims on the Portal. The relevant offer of the Investor is automatically deactivated and further acceptance of this offer is not possible if any of the circumstances specified in Clauses 14.3.1 to 14.3.9 of the Terms occur. The claim assignment offer is automatically reduced in proportion to the amount by which any payments, such as interest payments or principal repayment, are made to the Investor after the offer is published on the Portal, in accordance with the underlying Loan Agreement.
14.8 Before accepting the offer, the Portal Operator provides the Investor with the opportunity to familiarize himself with the terms of the Loan Agreement and other documents attached to the Loan Agreement, which are necessary for approval.
14.9 By confirming the offer, the Investor expresses his intention to undertake legal obligations in accordance with the Loan Agreement from which the claim arises.
14.10 The assignment agreement is concluded if the Investor has agreed to the offer in accordance with the procedure specified in Section 14 of the Terms.
14.11 Subject to the provisions contained in this Section Claims may be reassigned. If the Investor who obtained a claim using the functions of the Bulletin Board wants to reassign the claim, the Investor is entitled to assign the claim again only after receiving at least one regular interest and/or loan amount payment from the Project Owner in accordance with the Loan Agreement.
14.12 The Investor can express his consent to the offer for the assignment of claim only if the Investor has funds available in his Payment account at least in the amount equal to the determined transfer price of the claim. After concluding the assignment agreement, the Portal Operator debits the account of the Investor User who bought the claim and credits the claim to the account of the Investor User who assigned the claim, in the amount of the price of the assigned claim.
14.13 Upon conclusion of the assignment agreement, all agreements related to additional interest payable by the Investor who sells his claim are transferred to the assignee of the claim. The interest that must be paid until the transfer of the claim can also be paid to the Investor.
14.14 In matters not regulated in this Section 14 of the Terms or the assignment agreement concluded between the parties, these Terms and the Loan Terms are applied, including provisions regarding payment delays, realization of Collateral, authorization of the Portal Operator/Collateral Agent, dispute resolution procedures and other matters.
15 Investor's rights and obligations
15.1 The Investor has the right to:
15.1.1 to receive access to all Projects and related documents and information published by the Portal Operator on the same basis as other investors;
15.1.2 taking into account the amount of funds available in the User's Payment account, choose the desired Loan amount and invest the Loan amount in the desired Project;
15.1.3 get acquainted with information about the Collateral Agent;
15.1.4 receive information on the status of Loan agreements;
15.1.5 In the case of Non-sophisticated investors refuse the Loan Agreement during the reflection period pursuant to Clause 10.10 of the Terms, except for the case specified in Clause 13.10 of the Terms.
15.1.6 receive from the Project Owner the repayment of the Loan in accordance with the provisions of the Loan Agreement, interest payments and other payments applicable in accordance with the provisions of the Loan Agreement;
15.1.7 use the function of the Bulletin Board and sell claims arising from the Loan Agreements in accordance with requirements specified in Section 14 of the Terms;
15.1.8 In case of delayed payment obligations under the Loan Agreements, to receive information about the status of such delay;
15.1.9 in case of non-fulfillment of the obligations arising from the Loan Agreement, to receive information on the debt recovery actions taken;
15.1.10 to receive repayments in accordance with the Loan Agreement from the proceeds collected from the realization of Collateral or otherwise received to fulfill the obligations arising from and payable under the relevant Loan Agreement.
15.2 The Portal Operator and the Collateral Agent ensure equal and fair treatment of Investors.
15.3 The Investor is obliged to:
15.3.1 not to contact the Project Owner himself and not to receive any payments from the Project Owner. Communication between the Investors and the Project Owner without exception takes place with the Portal Operator and the Collateral Agent as intermediaries;
15.3.2 in matters related to the Loan Agreement, do not independently contact third parties who have provided Collateral in connection with the Loan Agreement concluded by the Project Owner, the guarantor, or any other person related to the Project Owner; not accept any payments from the aforementioned persons;
15.3.3 not to demand the amount due to it according to the Loan Agreement, directly from the Project Owner, independently or through a representative;
15.3.4 not to independently send warnings, objections, submit claims, initiate any recovery processes or take any other measures regarding the Collateral that secures the debt obligations arising from the Loan Agreement.
15.4 The Investor may provide the Portal Operator with recommendations on further steps that may need to be taken in the debt recovery process, provide the Portal Operator with information it has received about the Project, or assist the Portal Operator in the debt recovery process in any other way. The Portal Operator is under no obligation to follow the recommendations or instructions of individual Investors.
15.5 The Portal Operator reserves the right to reject individual User support requests regarding the status of the Loan, reasons for delays and collection actions, or the progress of legal disputes.
15.6 The Investor is responsible for properly declaring and paying all taxes resulting from the Loans issued by the Investor using the Portal, in accordance with the legislation of the Republic of Latvia and/or other regulations applicable to the Investor.
16 Rights of the portal operator and collateral agent in the event of non-fulfillment of obligations arising from loan agreements
16.1 If the Project Owner fails to fulfill obligations arising from the Loan Agreement, Terms, Loan Terms or other Loan transaction documents in a timely manner, or if there is a basis for early termination of the Loan Agreement, the Portal Operator and/or Collateral Agent may perform any actions or take measures at the expense of the Project Owner, on the Investor’s behalf, which the Portal Operator and/or the Collateral Agent deems necessary or desirable in order to achieve the fulfillment of the relevant obligation and/or the termination of the Loan Agreement or the use of another legal remedy. Among other things, the Investor hereby authorizes the Portal Operator and/or the Collateral Agent to actively exercise the rights or fulfill the obligations specified in the Loan Agreements and Collateral Agreements if the Portal Operator and/or the Collateral Agent has in any way obtained information that the Project Owner has violated the Loan Agreement or the Collateral Agreement provisions.
16.2 The Portal Operator and/or Collateral Agent may, at their discretion:
16.2.1 send reminders, notices about the balance, and warnings (including warnings about initiation of insolvency proceedings) to the Project Owner;
16.2.2 provide information about the Project Owner and about the Loan Agreement and Collateral Agreement to third parties in accordance with the Portal Operator's Privacy Policy;
16.2.3 to initiate court or arbitration proceedings, recovery proceedings, as well as bankruptcy or other insolvency proceedings in accordance with the procedures prescribed by law and in accordance with the Loan Terms, including participating in the relevant proceedings as the Investor's representative and on behalf of the Investor;
16.2.4 Limit the Project Owner's right to use the Portal;
16.2.5 Terminate the Loan Agreement before the due date in accordance with the Loan Terms;
16.2.6 organize the realization of Collateral property in accordance with the procedure provided for in the applicable legal acts and the relevant agreement on the establishment of Collateral, or directly or indirectly take possession of the Collateral in the interests of the Investors;
16.2.7 if the Portal Operator and/or the Collateral Agent directly or indirectly takes possession of the Collateral in the interests of the Investors, demand from the Project Owner to reimburse all costs and expenses related to the taking over, management, and administration of the Collateral under the control of the Portal Operator and/or the Collateral Agent, and withhold these costs from recoverable funds;
16.2.8 request and receive from the Project Owner all documents related to the Collateral and/or all accessories belonging to the Collateral or corresponding to the Collateral, as well as request and receive agreements necessary for the maintenance of the Collateral (for example, electricity, communication, and other utility services);
16.2.9 refuse to request late interest and/or compensation, if the Portal Operator considers it necessary to achieve Loan repayment and payment of interest payments to Investors;
16.2.10 On behalf of the Investors and/or on their behalf, to sell the Loan Agreements that have defaulted, by carrying out Loan collection and/or other enforcement process, if the Portal Operator considers it to be in the Investors' interests, and to inform the Investors and Project Owners about the assignment of the Loan Agreements.
16.3 By registering as a User, each User gives consent and authorization to the Portal Operator and the Collateral Agent with the subrogation right on behalf of the User and as its representative to perform the actions and steps described in this Section at their sole discretion, and the Portal Operator and the Collateral Agent are entitled to use for the performance of such actions and steps and engage third parties.
16.4 The Portal Operator and the Collateral Agent, when exercising the powers referred to in Clause 16.1 16.1 and Clause
16.2 of the Terms are obliged to act in the interests of the Investors. In order to achieve the best result for the Investor, the Portal Operator evaluates and takes into account the value of the Collateral when starting Collateral enforcement and during the Collateral enforcement process, and makes a decision on which of the following types of Collateral enforcement is the most effective in order to achieve the best possible result for the Investor.
16.5 When enforcing Collateral, the Collateral Agent acts in accordance with the debt collection and collateral enforcement procedures of the Portal Operator.
16.6 The Portal Operator, on behalf of the Investor, monitors the condition of the Collateral, the fulfillment of the obligations of the Collateral provider and the Project Owner, and receives from the Project Owner and/or the Collateral provider the following information: financial statements, periodic confirmations from the Project Owner or the Collateral provider regarding the compliance of their activities, notifications about non-fulfillment of obligations and other relevant information, including information that the Project Owner is obliged to provide about himself and his financial situation in accordance with the Loan Terms. Version: 2.0 Version date: 15.09.2024 18
16.7 The Portal Operator is obliged to inform the Investors about default cases.
16.8 Pursuant to applicable law, the Portal Operator and/or the Collateral Agent shall be entitled to claim full reimbursement of all costs and expenses in connection with the performance of the activities described in this Section on its behalf.
16.9 The Portal Operator and/or the Collateral Agent have the right to demand from the Project Owner all contractual penalties, late interest, damages, duties, and costs in addition to the Loan and interest, incurred due to the Project Owner's non-fulfillment of contractual obligations and/or in connection with recovery activities. In addition, the Portal Operator and/or the Collateral Agent is entitled to withhold, receive, and use at its discretion interest on late payment and contractual penalties for its benefit and commercial activity.
17 User data processing
17.1 In order for the User to be able to register and use a Payment Account, conclude a Loan Agreement, receive Services, and perform other actions provided for in the Terms, the Portal Operator needs to collect information about the User. According to the data protection legal enactments, the Portal Operator is the controller of the User's personal data, or in some cases the joint controller. More information about how the Portal Operator collects, processes, and stores the User's personal data can be found in the Privacy Policy. By registering a Payment account, the User confirms that he has read and understood the Privacy Policy.
18 Intellectual property
18.1 Any and all intellectual property rights to the Portal, including structure, web design elements, texts, and other components of the Portal, and related to intellectual property rights (including intellectual property rights to trademarks, logos, brands, software, databases, news, reports, texts, graphic, musical and other designs) belong to the Portal Operator, unless the rights of another person are specified for one of the components or the information has been entered by the Users. Users are not allowed to change, reproduce, distribute, process, translate and extract from other databases, transfer, include in other databases, or make public the Portal or any of its content or components, or use it in any other way that is outside the intended purposes of the Portal without prior written consent of the Portal Operator.
18.2 The User is not allowed to grant sub-licenses for the use of the Portal or its content or components or to create new intellectual property objects based on them.
18.3 Users are allowed to publish on the Portal only those materials to which they have intellectual property rights to the extent necessary for publishing the respective materials on the Portal. The User must be completely responsible for the materials published on their Portal.
18.4 When the User publishes any material on the Portal, the User irrevocably agrees that the Portal Operator stores, distributes, and publishes the User's materials in accordance with the Terms, as well as change or process them in any other way to the extent necessary for the intended use of the Portal.
19 Liability and limitations of liability
19.1 The Services provided by the Portal Operator are related to matching the interests of the Project Owner and the Investor for the Project Owner's lending and borrowing needs. By providing Services, the Portal Operator ensures equal treatment of Users regardless of gender, age, racial or ethnic origin, religion or philosophical beliefs, nationality, and/or sexual orientation.
19.2 Without prejudice to other requirements of the Terms, Users and the Portal Operator are responsible to each other for direct losses and expenses incurred as a result of violating the Terms.
19.3 The User is responsible for all damages caused by:
19.3.1 As a result of the User's illegal conduct, or due to willful or negligent conduct;
19.3.2 As a result of transactions, commitments, and other actions performed by the User on the Portal.
19.4 The Project Owner is responsible for complying with all legal requirements applicable to its borrowing activities, including the validity, accuracy, and completeness of the information provided.
19.5 The Portal Operator and the Collateral Agent are not responsible for, among other things:
19.5.1 Fulfillment of User's obligations;
19.5.2 The validity, accuracy, or completeness of the information and/or approval(s) published or provided by the User on the Portal or in any Loan Agreement, Collateral Agreement, or other Loan transaction document; among other, the aforementioned limitation of liability also applies to information published on the Portal and other information about Projects and Users, as well as information published by the Portal Operator, except in the case that the Portal Operator has not deliberately published false or inaccurate information;
19.5.3 any disruptions or obstacles that may arise in the operation of credit institutions, payment institutions (including Lemonway ), including any losses that may arise directly or indirectly as a result of the insolvency of such credit institution, payment institution or any other similar event;
19.5.4 losses that the Investor has or may incur in connection with the use of the Portal, including the use of any Auto Invest and the actions of the Portal Operator in accordance with any Auto Invest strategy.
19.5.5 losses caused to the User as a result of the actions or omission of third parties;
19.5.6 enforceability of the contracts and other legal documents used by the Portal Operator and the Collateral Agent, including those used for conducting transactions and granting Loans;
19.5.7 Due to violations of the Loan Agreement or any other agreement by the Project Owner or illegal actions of the Project Owner;
19.5.8 Errors or malfunctions of the Portal or changes made to the Portal, or the consequences of the termination of operations of the Portal;
19.5.9 The validity and accuracy of forecasts, credit ratings, including any financial indicators and forecasts of the Project published on the Portal;
19.5.10 circumstances arising from or dependent on the User's identity;
19.5.11 due to communication interruptions and other disturbances that do not depend on the operation of the Portal Operator, including:
19.5.11.1 in e-mail, electronic or other means of communication;
19.5.11.2 In the operation of the Portal; or
19.5.11.3 in the electronic data exchange and payment system of credit institutions, payment institutions, or electronic money institutions (including online banks).
19.5.12 for any losses of the Investor, including losses resulting from the occurrence of the risk referred to in Clause 1.4 of the Terms;
19.5.13 for any damages resulting from the actions of any representative of the User;
19.5.14 losses not related to the responsibility of the Portal Operator defined in the ECSP Regulation and other applicable regulatory acts, the Terms, lost profits, reputational risk or other indirect losses, or other losses that occurred as a result of an action that is not intentional, a deliberate violation;
19.5.15 for any economic loss, delay, or non-performance in relation to any section of the Terms to the extent such loss, delay, or non-performance is caused by Force Majeure.
19.6 Permission to publish the Project and, if risk categories are determined, assigning a risk category to the Project on the Portal does not imply an investment recommendation or other approval of the Portal Operator regarding the relevant Project or the approval of the Portal Operator or any other indication that the person submitting the Project is creditworthy, that the relevant Project is viable, or that the Investor will recover the relevant investment, or make a profit from it.
19.7 The Portal Operator may, at its sole discretion, make changes to the Portal at any time, including expanding, changing, or eliminating its functions, without requesting the Users' permission and without notifying the Users in advance. Among others, the Portal Operator may, at its sole discretion, terminate the operation of the Portal at any time.
19.8 If the User denies having authorized or consented to the transaction, the use of the User's username and password is considered sufficient evidence that the User is:
19.8.1 authorized or consented to the transaction; or
19.8.2 acted fraudulently; or
19.8.3 has intentionally or negligently failed to comply with the requirements of the Terms.
19.9 The Portal Operator reserves the right to take any action it deems necessary against any User or other person involved in unauthorized use of the Portal, including the use of blocking technologies (which may require automated searches and screen scraping of such person's website) and/or initiation of legal proceedings. The Portal Operator is not responsible for any losses incurred by the User or any third person using the rights specified in this Clause.
20 Sending notices
20.1 Notifications are sent to the User's electronic mail (e-mail) address, which the User specified to the Portal Operator when registering as a User.
20.2 The Portal Operator and the Collateral Agent may, at their sole discretion, also send notifications to the User in other ways, for example, using the Portal notification intermediary service, for this purpose using the contact information entered by the User when registering as a User, or any contact information that the User has registered after registering as a User.
20.3 Any notices sent in accordance with the procedure specified in Clause 20.1 and/or Clause 20.2 of the Terms shall be deemed to have been received within 24 (twenty-four) hours of sending, including such notices shall be deemed to have been received by all Users.
20.4 Notifications to the Portal Operator are sent to the electronic mail (e-mail) address [email protected] and are considered received within 24 (twenty-four) hours from sending. If the notification is received on a Day off, the notice is deemed to have been received on the first business day following the Day off.
21 Transfer of rights and obligations
21.1 The User may not assign or otherwise transfer the rights and obligations arising from the Loan Agreements and/or Terms to a third party without the consent of the Portal Operator and the Collateral Agent. The consent of the Collateral Agent and the Portal Operator is not required for the User to transfer claims to another User using the Bulletin Board.
21.2 The Portal Operator and/or the Collateral Agent has the right to transfer the rights and obligations arising from the Loan Agreements to third parties on behalf of the Users and/or for themselves at any stage of the fulfilment of the Loan Agreement or during the recovery process.
21.3 If the rights and obligations arising from the Loan Agreements are transferred to third parties at the stage of fulfilment of the Loan Agreement, the claims arising from the Loan Agreements will have to be sold at a price equal to or greater than the amount of the Loan. If the rights and obligations arising from the Loan Agreements are transferred to third parties during the recovery process, the Investor is aware that in the debt recovery situation and the absence of more favorable recovery options, it is possible that the claims arising from the Loan Agreements will have to be sold at a price lower than the Loan amount, and this may result in financial losses for Investors. Recovered debt amounts less actual collection/execution costs from such transfers must be paid to the Investors.
21.4 The Portal Operator is not responsible for losses caused by the assignment of the rights arising from the Loan Agreements to third parties, except for the case that the Portal Operator has acted maliciously.
22 Portal operator's insolvency
22.1 If the Portal Operator becomes insolvent, all relations arising from the Terms and/or Loan Agreements will be arranged and settled in accordance with the ECSP Regulation, Crowdfunding Services Law of Latvia, the Law on Insolvency, or other laws of the Republic of Latvia in force at that time and other valid regulatory enactments, which may be amended, supplemented or replaced from time to time.
23 Changes to the terms
23.1 In order to develop and improve the Services offered on the Portal, to expand the functionality of the Portal, and to comply with the law, the Portal Operator may change these Terms from time to time by publishing the new version of these Terms on the Portal and indicating the date of the changed version. The User agrees that a new version of these Terms shall enter into force immediately after:
23.1.1 after publication on the Portal or earlier if the Investor accepts the new version on the Portal; or
23.1.2 within another period determined by the Portal Operator.
23.2 The Portal Operator shall notify the User of any changes in the Terms in accordance with the notification procedure specified in Section 20 of the Terms.
23.3 The User agrees and undertakes to check regularly and at least once a calendar month whether the User's account and any e-mail sent to the User's e-mail address registered on the Portal contain new information, and the User is considered to be aware of it, including for any changes to these Terms.
23.4 If the User does not agree with the new version of the Terms, the User has the right to close the User's account in accordance with Clause 9.2 of the Terms by notifying the Portal Operator within 10 (ten) calendar days from the entry into force of the new version of the Terms. If the User has not notified the Portal Operator about closing the User's account within the above-mentioned term, it is considered that the User has agreed and approved the new version of the Terms, and it is binding on the User.
24 Final terms
24.1 The laws of the Republic of Latvia shall apply to matters not regulated in the Terms, to disputes arising from the interpretation and application of the Terms, and to the use of the Portal. If any clause of the Terms is found to be invalid because it is contrary to law, it does not affect the validity of other clauses.
24.2 Disagreements and disputes arising from the execution of the Terms shall be resolved by the parties primarily through negotiation.
24.3 If the settlement of disagreements through negotiations is not possible, the dispute is settled in the courts of the Republic of Latvia, determining the jurisdiction of the court according to the legal address of the Portal Operator.