Terms and Conditions for Project Owners

  1. Terms and definitions

    Account - Project owner’s account opened with the PSP for settlements related to the Services.

    Agent - Operator, representing the Investors and acting in their interests and at their account.

    Agent agreement - An agreement entered into between the Investor and the Agent, 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 name of the Agent, but in the interests and at the expense of the Investor.

    Agreement - An agreement on use of the Services consisting of these Terms, Loan Application, Agreement on service conditions, Special agreements and the Pricelist.

    AML Policy - Operator’s Anti-Money Laundering and Countering-Terrorist Financing Policy

    Assignee - A person whom the Lender has assigned its Claim rights to the Project owner and to the Collateral provider to.

    Assignment - A transfer of the Claim rights made by the Assignor to the Assignee.

    Assignor - The Lender.

    Beneficiary - A natural person who, taking advantage of their influence, makes a transaction, act, action, operation or step or otherwise exercises control over a transaction, act, action, operation or step over another person and in whose interests or favour or on whose account a transaction or act, action, operation or step is made.

    In case of a legal entity: the natural person who ultimately owns or controls legal entity through direct or indirect ownership of a sufficient percentage of the shares - shareholding of 25 per cent plus one share or an ownership interest of more than 25 per cent, or voting rights or ownership interest in that person, including through bearer shareholdings, or through control via other means;

    In case of trust, civil law partnership, community or legal arrangement: the natural person who controls the association via direct or indirect ownership or otherwise and is such association’s: a) settlor or person who has handed over property to the asset pool; b) trustee or manager or possessor of the property; c) person ensuring and controlling the preservation of property, where such person has been appointed; d) the beneficiary, or where the beneficiary or beneficiaries have yet to be determined, the class of persons in whose main interest such association is set up or operates;

    Where the natural person cannot be identified and there is no doubt that such person exists or where there are doubts as to whether the identified person is a beneficial owner, the natural person who holds the position of a senior managing official or member or members of the management board may be deemed or designated as a beneficial owner.

    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 on pledge of property in order to secure the Project owner’s liabilities under the Loan Agreement.

    Collateral provider - A person, which pledges its property in order to secure the Project owner’s liabilities arising from the Loan Agreement.

    Completion term - Term determined for collection of funds via the Platform in amount of the Loan required by the Project owner in its Loan application for financing its Project.

    Debt - All outstanding liabilities of the Borrower to the Lender arising under the Loan agreement, including, but not limited to, the principal amount of the Loan, accrued Interest, penalties, fines, fees, costs and any other amounts payable in connection with the Loan agreement.

    Event of Default - Event of breach of the payment liabilities or other financial or non-financial obligations arising from the Loan agreement or other agreements related to the Loan by the Borrower in accordance with the definition provided in the Loan agreement

    Force-majeure circumstances - Circumstances beyond the control of the Party, which make fulfilment of obligations arising from this Agreement impossible or illegal partly or in full.

    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).

    Interest - Amount payable by the Project owner to the Lender for use of the borrowed funds (the Loan) at the rate agreed in the Loan Agreement.

    Investor - An individual or a legal entity, which has passed registration on the Platform, has been identified and accepted by the Operator and receives the Services – uses the possibility to lend the funds to the Project owners.

    KIIS - Key Investment Information Sheet – questionnaire on the Project owner and the Project, containing the data, which is a part of the Offer and is disclosed to the Investors by publishing next to the Project description on the Website.

    KYC - Procedure of identification, research and analysis of the Project owner in accordance with the AML Policy and internal procedures of the Operator and requirements of the Law.

    Law - Any law applicable to the Services, including to the relationship between the Operator and the Project owner or third parties involved in the process of provision of the Services.

    Lender - Formally in the Loan agreement – the Agent, actually – the Investor or group of the Investors who provided the Funds for lending to the Project owner as a Borrower.

    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 by the Agent as the Lender, acting in the interests of the Investors and at their expense, and the Project owner as the borrower, on the basis of which the Loan shall be disbursed to the Project owner for the purpose of financing the Project.

    Loan Application - Application in a form approved by the Operator provided by the Project owner to apply for funding of its project.

    Maximum amount of the Pool - Amount of the Loan the Project owner has applied for.

    Member State - A European Union member state.

    Minimal target - Minimal amount of the Loan determined by the Project owner, which it agrees to borrow on the basis of the Loan agreement if the Maximum amount of the Pool is not reached.

    Offer - Offer to fund the Project placed on the Platform, available for the Investors on the Website and consisting of the project details, description, KIIS, pictures, related documents and other information.

    Operator - FUNDAUS SIA (a limited liability company duly registered with the Commercial Registry of the Register of Enterprises of the Republic of Latvia under the registration number 40203692541, registered legal address: Duntes iela 28 – 213, Riga, LV-1005, Latvia). More details and contact information are available on the Website.

    Operator’s account - Operator’s account opened with the PSP.

    Participation - A part of the Loan amount paid into the Pool by separate Investor.

    Party - A party of the Agreement, i.e., either the Operator, or the Project owner (both also named collectively as Parties)

    Platform - An electronic system for provision of the Services available for the use on the Website.

    Pool - Amount of funds (either an entire Loan amount or the Minimal target if specified) being a target for collection via the Platform on the Segregated account for further lending to the Project owner on the basis of the Loan agreement.

    Pricelist - Operator’s pricelist for the Services.

    Privacy policy - Operator’s policy on data processing and protection based on the GDPR and requirements of the Law.

    Project - Project owner’s business activities, offered by the Project owner for funding on the Platform.

    Project account - Account with the PSP used for settlements between the Investors and the Project owners within the use of the Services via the Platform and totally separated from Operator’s operating account.

    Project owner - A person, which using the Services applies for and receives the Loan in accordance with conditions of the Loan Agreement and these Terms.

    Project owner’s bank account - A Project owner’s account in a banking or payment institution, outside the PSP.

    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 to the Services.

    PSP website - www.lemonway.com.

    Questionnaire - A form for filling in the Project owner’s data and information required for the KYC and acceptance of the Project owner in accordance with the internal procedures of the Operator.

    Referral system - A remuneration system established by the Operator, which offers the person who promotes the Services to receive income in the form of percentage of the funds invested by the Investors attracted by this person.

    Regulator - The Bank of Latvia (Latvijas Banka, www.bank.lv).

    Services - Crowdfunding services that are provided by the Operator, which connect via the Platform those who can lend or invest money (the Investors) with those who need financing for a specific Project (the Project owners).

    Special agreements - Any agreements entered into between the Operator and the Project owner and related to the Services.

    Termination notice - A notice on termination of agreements previously concluded with the Project owner given to the Project owner in accordance with these Terms and conditions of the respective agreements.

    Terms - These Terms and conditions for Project owners.

    Website - www.fundaus.com.

  2. General Terms

    1. Preamble and beginning of relationship
      1. These Terms regulate the use of Services provided by the Operator via the Website www.fundaus.com.
      2. The Terms are the part of the Agreement for use of the Services between the Project owner and the Operator, which consists of these Terms, the Loan application, the Special agreements (if any) and the Platform’s Pricelist. The conditions of the usage of the Services, which are not included in these Terms, are defined in additional manuals, instructions and FAQs placed on the Website and shall also be binding to and observed by the Project owner.
      3. The Project owner enters into the Agreement by submitting its Loan Application to the Operator via the Website or in other way and certifying its consent to these Terms and other Operator’s documents. The Operator enters into the Agreement by signing the Agreement on service conditions with the Project owner after completion of the General assessment of the Project owner and its Project (including the Collateral and the Collateral providers where applicable) in accordance with the Operator’s AML Policy, internal procedures and requirements of the Law.
      4. The obligatory preliminary condition for entering into the Agreement is acceptance of the Operator’s AML Policy, Privacy policy and Complaints handling policy by the Project owner. These documents are available on the Website. The Project owner accepts them upon submission of the Loan application.
      5. Upon submission of the Loan application, the Project owner confirms that it has read the Terms and the above-mentioned documents, understood them and agrees to them.
      6. These Terms also regulate the relationship and mutual obligations between the Parties and the Agent.
      7. These Terms do not cover and regulate the relationship between the Operator and the Investors, which are regulated by separate documents.
      8. The relationship between the Operator and the Project owner is limited with placing the Offers on the basis of these Terms and in accordance with the Operator’s documents. The Operator shall not be considered as an authorized person of its customers. All actions on the Platform are made by the Investor and the Project owner independently and fully reflect their will. The Operator in this lending relationship shall be considered as a technical vehicle for realization of the Investors’ and Project owners’ activities.
    2. Limitation of liability
      1. The Operator’s liability is limited with the Operator’s registered statutory capital.
      2. All information on the Projects provided on the Website fully reflects the Project owner’s certifications, guarantees and undertakings without an additional advertisement from the Operator’s side.
      3. The Operator does not provide payment services or any other services except for the Services – provision of the Platform for establishment of relationship between the Investors and the Project owners.
      4. In addition to the Services, the Operator performs an administrative function in the execution and performance of Loan Agreements and Collateral Agreements for lending and securing purposes by the parties thereto.
      5. The Operator keeps its right to reject the disbursement of the Loan to the Project owner without any explanations given to the Project owner if there are reasonable and sufficient grounds to believe that this disbursement may in any way pose a threat to its interests or the interests of the Agent or Investors or if the funding of the Project owner’s Project does not comply with the Operator’s business policy anymore. The Operator shall not be liable for any losses of such rejection.
      6. Among other things, neither the Operator, nor the Agent are not liable for:
        1. the performance of any third party’s obligations;
        2. the trueness or accuracy of information and/or confirmation(s) published or provided by the Project owner to the Operator. The above-specified exclusion of liability shall also apply to any details and other information published on the Website in respect of the Projects and the Project owners;
        3. any disruptions or impediments that may occur in the operation of the banking or payment institution holding the Investor’s funds or processing the transactions for use of the Services, including any losses which may directly or indirectly be incurred as a result of the insolvency or moratorium of such institution or any other similar event;
        4. any bugs or disruptions that occur in the IT systems of the Operator;
        5. the trueness and accuracy of any forecasts, including financial indicators and forecasts of any Project, published on the Platform, which is a full responsibility of the Project owner, and no warranty or representation is made by either the Operator or the Agent in respect of the same;
        6. any circumstances that derive from or depend on the identity of the Project owner or the Investor;
        7. any non-material damages, loss of profit or other indirect losses, or other damages caused as a result of its conduct other than intentional misconduct;
        8. the losses incurred as a result of malfunction or technical equipment of means of communication, Website maintenance etc.;
        9. the losses incurred by the Project owner as a result of non-observance or violation of these Terms and other binding documents of the Operator, duly accepted by the Project owner;
        10. possible liabilities resulting from the Law that may arise for the Project owner in relation to the Services, used by the Project owner.
      7. Both Parties – the Operator and the Project owner – are not liable for improper fulfilment of their liabilities arising from the Agreement if the purpose is Force-majeure circumstances. The Party whose liabilities cannot be fulfilled in the result of the Force majeure circumstances shall notify the other Party as soon as it becomes possible. If the Force-majeure circumstances last longer than 3 months this Agreement shall be terminated, provided that the Parties have fulfilled all their mutual obligations and obligations to the third Parties arising from this Agreement and other agreements related to the Services, that are not impacted by the Force-majeure circumstances. The Agreement can also be amended by mutual agreement of the Parties, excluding the impossible conditions and leaving the other conditions in force.

  3. Project owner’s acceptance and account opening

    1. Beginning of the relationship
      1. The Project owner may initiate communication with the Operator by filling in the online contact form on the Website or by contacting the Operator in any other way.
      2. At least the following criteria shall be met by the Project owner to apply for the Loan:
        1. Type – legal entity;
        2. Residence – the EU;
        3. Economically viable company - i.e., not classified as undertaking in difficulties;
        4. Business field – any business activities, except high-risk business in accordance with AML/CTF Policy;
        5. The Project owner or another person is ready to provide the Collateral – first priority real estate mortgage with the appraised value, ensuring the LTV ratio not higher than 70% at all times of implementation of the Project;
        6. LEI number is obtained;
        7. Has good reputation, no criminal records, insolvency, or defaults in its previous experience;
        8. Not included in the Sanctions lists;
        9. Able to pay the Company’s fees related to the Services, including, but not limited to: Project General assessment, services of the service providers, associated with the assessment of the Project, ordered by the Company if such a necessity arise; one-time commission fee for funds raising);
        10. Not associated with the Company or its Management Board members, Employees, shareholders, or Service providers;
        11. Amount of the Loan – not exceeding EUR 5’000’000.
      3. Following such contact, the Project owner shall submit the Primary application form for the purpose of launching the Preliminary assessment. This application shall not be considered as the Loan application. During the Preliminary assessment, the Operator may request additional information or documents. The target term of the Preliminary assessment is up to 2 (two) business days, excluding the time during which the Operator is waiting for information or documents from the Project owner.
      4. Based on the results of the Preliminary assessment, the Operator shall decide whether the Project owner and its Project qualify for further assessment. If the decision is positive, the Project owner shall be admitted to the General assessment process. If the decision is negative, the Operator will reject provision of the Services to the Project owner without an obligation to provide any explanations.
      5. If the Operator agrees to start the Project owner’s General assessment procedure, the Loan application shall be filled in, signed and submitted by the Project owner to the Operator, accompanied by the additional documents requested by the Operator, such as, at least, the Questionnaire, the KIIS and the documents necessary for the KYC procedure and assessment of the Project owner and the Project.
      6. By signing the Loan application, the Project owner confirms its acceptance of these Terms, the Operator’s AML Policy, Privacy policy, Complaints handling policy and other Operator’s documents governing provision of the Services. The Loan application shall be signed by a duly authorized representative of the Project owner either by hand or using secure electronic signature.
    2. General assessment
      1. The information and documents required by the Operator for General assessment of the Project owner and the Project shall contain, at least, the following information:
        1. information and documentation necessary for the KYC procedure of the Project owner;
        2. information required for the assessment of reputation and financial state of the Project owner;
        3. information required for the assessment of legal capacity of the Project owner and its representatives, related to the Project, and borrowing issues;
        4. information on the Project, including business plan and other required data;
        5. information on the Collateral if such is being provided;
        6. information on the Collateral provider if different from the Project owner for KYC and assessment purposes;
        7. a completed KIIS;
        8. other information requested by the Operator in order to assess the Project owner and the Project.
      2. The Operator applies a fee for the assessment of the Project owner and its Project in accordance with the Pricelist.
      3. Completion of KIIS and changes therein
        1. KIIS shall be filled in by the Project owner itself or shall include only the information and data obtained by the Operator from the Project owner. The Project owner shall provide a fully completed KIIS or information required.
        2. The Project owner observes the requirements of the Regulation and the Commission Delegated Regulation (EU) 2022/2119 in relation of preparing the KIIS, including:
          1. the maximum length of 6 pages,
          2. prohibition of footnotes,
          3. clearness, and
          4. completeness of information.
        3. The Project owner must register with the organisation accredited by the Global Legal Entity Identifier Foundation (GLEIF) to issue Legal Entity Identifiers (LEI) and obtain the LEI number to specify it in KIIS.
        4. The Operator shall check the correctness, completeness, and compliance of the KIIS with the requirements of the Regulation and Commission Delegated Regulation (EU) 2022/2119 and, if during the check and assessment of the Project owner the Operator finds any deviances, the Project owner shall immediately upon the request of the Operator provide the clarifications, explanations and to correct the mistakes found in the KIIS.
        5. The Project owner shall provide KIIS in English or Latvian language.
        6. If a potential Investor asks for translation of the KIIS, the Operator shall organize such translation, provided that the translation shall not impact the essence of the information included in the KIIS. In case of necessity the Project owner shall assist in translation or confirmation of its correctness upon the request of the Operator.
        7. The Project owner to notify the Operator immediately of any change of information in order to keep the KIIS updated at all times and for the duration of the Offer.
      4. KYC rules and requirements and account opening with the PSP
        1. Upon the submission of the Loan application the Project owner confirms to the Operator that it meets and undertakes to meet the following requirements to the Project owner throughout the entire period of usage of the Services:
          1. It is a legal entity registered with the relevant registry in the Member state;
          2. The Project owner has a Project owner’s settlement account opened with a licensed banking or payment institution of a Member state;
          3. No insolvency proceedings are declared in relation to the Project owner and no signs of insolvency of the Project owner have been revealed;
          4. No restrictions of legal capability for the Project owner have been imposed and no such restrictions exist;
          5. No restrictions of legal capability for the Collateral provider have been imposed and no such restrictions exist;
          6. The representatives of the Project owner and the representative of the Collateral providers have and will have all the necessary powers, permissions, acceptances from the Project owner’s and the Collateral provider’s companies for entrance into this agreement, loan and collateral agreements and other agreements related to the Services and for due fulfilment of the obligations arising thereof.
        2. The Project owner shall submit the information and documents required for KYC in accordance with the requirements of the Operator’s AML Policy.
        3. Upon conclusion of the Agreement, the Project owner gives an instruction to the Operator to obtain and process the personal data related to the Project owner and necessary for the KYC and for preparation of provision of the Services to it. The Project owner confirms that it acknowledges and agrees (where is necessary) that the Operator processes and keeps personal data of its representatives, shareholders, Beneficiaries and other related individuals, requests their personal data from third persons, databases and registers where it is possible and transfers its personal data to the third parties for the KYC procedures in accordance with the requirements of the Law and for other legally based purposes and in order to fulfil the Agreement and provide the Services. The Operator’s actions related to the Project owner’s personal data are described in the Operator’s Privacy policy, which the Project owner has agreed to. By accepting the Operator’s Privacy policy, the Project owner certifies that all related persons whose personal data it discloses it to the Operator have given their duly authorization to the Project owner for such disclosure and the Project owner fully indemnifies the Operator against any claims from these persons in this regard.
        4. The Project owner authorizes the Operator to transfer its data and to disclose information about it to the PSP for the purpose of opening the Account and the Project account and to the Agent – for preparation and execution of the Loan agreements and Collateral agreements.
        5. The PSP performs its own KYC procedure of the Project owner, using the information and documents obtained from the Operator or directly from the Project owner. The Operator sends a link to the Project owner to invite it for completion of KYC form for the PSP.
        6. If the PSP accepts the Project owner, the Account and the Project account may be opened if the Project is accepted by the Operator in result of overall assessment as described further.
        7. Each Project owner may have one Account and several related Project accounts, depending on the number of the Projects.
        8. The Account and the Project account may be suspended or closed if the Project owner does not comply with the PSP’s AML policy or other requirements. The Project owner shall familiarize itself with the PSP documents on the PSP website before conclusion of this Agreement.
        9. The Project owner may use the Account and the Project account only within the usage of the Services and only via the Operator.
        10. The Project owner may credit its Account or the Project account only with its own or its legally possessed funds, transferring them from the Project owner’s bank account in the Member state.
        11. The Project owner understands and agrees that negative results of the KYC made by the Operator are fully sufficient ground for rejection of its Loan application by the Operator. The Operator is not obliged to explain the reason of such rejection to the Project owner.
        12. The Project owner can be also rejected by the PSP, and in this situation, it will be unable to use the Services.
      5. Reputation assessment
        1. The Operator makes a research and assessment of the Project owner’s reputation, using available public sources of information and the information provided by the Project owner on the Operator’s request. The Project owner authorizes the Operator to request and obtain any necessary information from third persons in order to make the Project owner’s reputational portrait, which will be taken into account for making decision on acceptance of the Project owner’s Loan application.
        2. The Project owner understands and agrees that negative information on itself, its business, related persons or its Project is a fully sufficient ground for rejection of its Loan application by the Operator. The Operator is not obliged to explain the reason of such rejection to the Project owner.
      6. Financial state and risks assessment
        1. A credit scoring system is developed by the Operator and approved by the Regulator in order to access the Project owner’s financial state and creditworthiness and its Project.
        2. The Project owner undertakes to provide all documents and information requested by the Operator for credit scoring purposes, including, but not limited to: annual financial statement(s) with itemisation, operating accounting data of the Project owner and associated companies if relevant and (or necessary), data on the Project owner and associated persons from Credit Registry of the Central Bank (or equivalent) and commercial debtors’ registers if necessary.
        3. The Project owner understands and agrees that poor results of the credit scoring made by the Operator are fully sufficient ground for rejection of its Loan application by the Operator. The Operator is not obliged to explain the reason of such rejection to the Project owner.
      7. Project assessment
        1. The Operator makes an in-depth analysis of the Project based on the information and documents provided by the Project owner on the Operator’s request and obtained by the Operator independently.
        2. The Project owner undertakes to cover all the expenses made by the Operator for the purpose of assessment of the Project. The Project owner agrees that the Operator is entitled to request a legal opinion on the Project and the jurisdiction where it is being developed and/or, if applicable, to retain independent experts for obtaining their conclusions. The Project owner authorizes the Operator to order such documents and, upon Operator’s notification prior to ordering, either to pay the respective invoices directly to the service providers or to reimburse such expenses to the Operator and agrees that all unsettled liabilities shall be withheld from the Loan amount prior to disbursement.
        3. The Project owner understands and agrees that unsatisfactory results of the Project assessment made by the Operator are fully sufficient ground for rejection of its Loan application by the Operator.
      8. Assessment of legal capacity
        1. The Operator checks legal capacity of the Project owner, makes legal analysis of the Project owner’s documents related to its corporate issues, authorizations, ownership rights and other matters.
        2. The Operator is entitled to obtain a legal opinion on the procedure of registration of Collateral, protection of the Operator’s or Investors’ interests and on other legal matters if the Operator considers it necessary for full assessment of the Project owner and its Project. The Project owner authorizes the Operator to order such a legal opinion and, upon Operator’s notification prior to ordering, either to pay the respective invoices directly to the service providers or to reimburse such expenses to the Operator and agrees that all unsettled liabilities shall be withheld from the Loan amount prior to disbursement.
        3. The Project owner understands and agrees that unsatisfactory results of the assessment of the legal capacity made by the Operator are a fully sufficient ground for rejection of its Loan application by the Operator.
      9. Assessment of the Collateral and the Collateral provider
        1. The Operator makes the assessment of the Collateral offered by the Project owner in order to secure its liabilities arising from the Loan agreement.
        2. The Operator considers whether the Collateral is sufficient, legal, free of encumbrances, available for pledging and marketable. The costs and timing required for registration of the Collateral and for enforcement of the Pledgee’s rights also is being assessed.
        3. If the Collateral provider is other than the Project owner, an additional overall assessment of the Collateral provider shall be made. The Project owner does hereby undertake to provide all information on the Collateral provider to the Operator for purpose of such assessment, including organization of the personal or distant meeting if the Operator finds it applicable with the Collateral provider or its representatives.
        4. If the value of the Collateral is not sufficient or has decreased, the Operator is entitled and the Project owner is obliged to provide an additional Collateral.
        5. The Project owner agrees that the Operator is entitled to request a legal opinion on the Collateral and the jurisdiction where it is located; an additional appraisal or opinion of an appraiser accepted by the Operator if the submitted appraisal made by another appraiser, and the insurance of risks related to the Collateral. The Project owner undertakes to cover all expenses related to the above. The Operator is also entitled to order these documents on behalf of the Project owner and pay for them with further right to refund its expenses as stated in these Terms.
        6. The Project owner understands and agrees that unsatisfactory results of the assessment of the Collateral or the Collateral provider or failure to provide an additional Collateral on the Operator’s request are fully sufficient ground for rejection of its Loan application by the Operator.
      10. Project owner’s acceptance or rejection by the Operator
        1. Based on the results of the General assessment of the Project owner and the Project, the Operator makes a decision in respect of the Project, including determination of the key terms and conditions of the Loan, such as the amount, term, repayment schedule, applicable Company’s fees, including one-time commission fee for funds raising, Offer price and other material conditions, which is formalized as a decision to accept or to reject the Loan application or to request additional information..
        2. If the Project owner’s Loan application is rejected it will be notified accordingly by the means of communication specified by the Project owner in its Loan application.
        3. If the Project owner’s Loan application is accepted by the Operator, the Offer shall be prepared for placement on the Website, accompanied by the draft Loan agreement and draft Collateral agreement(s) prepared by the Operator and agreed by the Parties. The Offer and the draft agreements will be available to the Investors on the Project’s page on the Website.
        4. The Offer shall be placed on the Website within 5 (five) business days from the moment of its acceptance by the Project owner.

  4. Project funding

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

  5. Payments for the services

    1. For the use of Services, the Project owner shall pay fees to the Operator in accordance with the Pricelist. The fees shall be paid to the Operator’s account in Euros within the term specified by the Operator.
    2. The fee for funds raising, charged by the Operator, is expressed in per cents from the Loan amount and the range of permissible fee is made available in its Pricelist. The exact amount of fee shall be specified by the Operator in the Agreement on service conditions.
    3. Normally – unless the Parties explicitly agreed in writing - the fee for funds raising is payable upon Pool completion.
    4. The fee for funds raising may be charged by the Operator, on its sole discretion, based on a separate invoice, prior to Loan disbursement or deducted from the disburses amount at the moment of disbursement.
    5. The Project owner agrees that in case of Pool completion or achievement of Minimal target, followed by its failure to comply with its obligations for Loan disbursement, including provision of Collateral, or rejection of the Loan the fee for funds raising remains due in full amount.
    6. The Project owner shall pay a Loan administration and servicing fee for monitoring and administration of the Loan. The administration fee is determined by the Operator in accordance with its internal procedures and is specified in the Pricelist. The administration fee shall accrue during the Loan term and shall be payable in the manner specified in the Loan agreement or deducted from payments made by the Project owner.
    7. The Project owner shall reimburse and pay all costs and expenses incurred by the Operator and/or the Lender in connection with administration, monitoring, amendment, restructuring, enforcement and recovery of the Loan, including, but not limited to, legal fees, court fees, bailiff fees and any other enforcement-related expenses. Such costs and expenses shall be added to the Debt and shall be recoverable from the Project owner.
    8. The Project owner shall bear all costs related to provision and registration of the Collateral, including, but not limited to, notary fees, state duties, legal, translation and other associated expenses, as well as the Operator’s fee for registration of mortgage or other pledges, in accordance with the Pricelist.
    9. In the event of occurrence of an Event of Default under the Loan agreement, the Project owner shall pay an additional penalty in the amount of 20% (twenty per cent) of the entire outstanding amount, including the Loan principal, accrued interest and any other amounts due under the Loan agreement.

  6. Loan agreement

    1. The Loan agreement formally consists of two parts – General Terms and Special Terms.
      1. The General terms contain the general agreements between the Lender and the Project owner and shall be disclosed to the Investors on the Website next to the Offer. Once the General Terms are agreed by the Project owner and the Operator, they shall be made available for the Investors. The General terms, among other information, shall include the Loan amount and – where applicable – the Minimal target.
      2. The Special Terms may contain the following specific information and conditions, which may become disclosed only to the Investors who invested in the Project:
        1. Number, date and Latvian time (EET/EEST) of the conclusion of Loan Agreement;
        2. Project owner’s data;
        3. Agent data (as the Lender, acting on the basis of the Agent agreement);
        4. Data of representatives of the Parties;
        5. Purpose of the Loan - a name and / or ID of the Project for funding;
        6. Loan amount (the entire Loan principal);
        7. Maturity date;
        8. Loan interest rate and payment dates;
        9. The Collateral data.

          Note: Investors’ data may be provided to the Project owner on its reasonable request and shall not be included in the Loan agreement.

    2. The Loan agreement and the Collateral agreements (if any) shall be prepared by the Operator, based on the Loan application and provided to the Project owner for consideration. The data (the Project owner’s requirements in respect of the Loan) submitted by the Project owner in its Loan application, provided that the Operator has accepted them, may be included into the Special terms.
    3. The Loan agreement, essentially, consists from the Project owner’s Offer to fund its Project in the entire amount (executed in a form of the Project description based on the Project owner’s Loan application and published on the Website), the Investors’ counter-offers to fund the Project with their chosen amounts (Participation amounts) and the Project owner’s acceptance of the funding in the Investors’ offered amounts (expressed in signing of the Loan agreement for the entire Loan amount).
    4. The Loan agreement shall be signed by the Agent in its name, but in the interests of the Investors.
    5. The Project owner acknowledges that all payment obligations arising from the Loan shall be performed towards the Operator, acting in its own name but in the interests of the Investors. Any payment made or amount recovered from the Project owner shall be received by the Operator and distributed among the Investors proportionally to their participation in the respective Loan.
    6. All payments to be made by the Project Owner under the Loan Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. The Project owner shall be obliged to make all payments under the Loan Agreement to the Operator (including interest, principal amount of the Loan, penalties and other possible liabilities) on the payment terms specified in the Loan Agreement, and the Operator shall distribute these amounts between the Investors.
    7. The Loan agreement shall be executed in writing and signed by the Agent and the Project owner.
    8. If the Loan agreement contains the Project owner’s obligations to provide the Collateral in order to secure its obligations, the wording of the Collateral agreements shall be agreed by the Project owner and the Operator and shall be made available for acceptance by the Investors during investing. The Agent shall sign the Collateral agreements as the Pledgee. The Collateral shall be registered in favour of the Agent acting in its own name but in the interests of the Investors.

  7. Collateral

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

  8. Loan disbursement

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

  9. Project owner’s recall of the Loan application and the offer

    1. In the event the Project owner recalls the Loan application after it is accepted by the Operator but before the Offer is placed on the Website it shall pay the fee for the General assessment made by the Operator in accordance with the Pricelist in full and in addition cover all confirmed expenses made by the Operator in respect of the Project owner and its Project based on the Loan application. The amounts of fees paid by the Project owner to the Operator in advance shall not be returned to the Project owner.
    2. The Project owner is not entitled to change conditions of the Offer from the moment the first investment is made.
    3. If the Project owner recalls the Loan application after the Offer based on it is published on the Website, but before the Pool is completed or Minimal target achieved, it shall be considered as recall of the Offer by the Project owner. In this situation, the Operator (in addition to the mentioned above) is entitled to charge 1% (one per cent) of Maximum amount of the Pool as a penalty unless Parties agreed otherwise.
    4. The Project owner’s recall of the Loan application due to its inability to disburse the Loan within the term stated in the respective Loan agreement because of the Project owner’s or Collateral providers failure to provide the required Collateral or to fulfil other preliminary conditions for the Loan disbursement shall have consequences of applying and charging the fee for funds raising in full amount, as specified in cl. 5.5 of the Terms.
    5. If there are changes in the information included in the KIIS, but it is not corrected and updated by the Project owner on the Operator’s request within 20 (twenty), the collection of funds shall be stopped and the invested funds shall be distributed between the Investors in accordance with their participation in the Pool. This situation shall be considered as the Project owner’s early recall of the Loan application and have the consequences as prescribed in the cl.9.3. of the Terms.
    6. The Project owner authorizes the Operator to debit its Account with any amounts due in accordance with these Terms.

  10. Project owner’s obligations arising from the Loan agreement

    1. Payment of Interest
      1. The Project owner shall pay the Interest to the Lender at the rate agreed in the Loan agreement.
      2. The Interest shall be paid in accordance with the terms and conditions of the Loan agreement to the Project account. The Project owner authorizes the Operator to debit its Account with the amounts of the Interest in order to distribute it between the Investors proportionally to their Participation amounts.
      3. The Interest shall be calculated and accrued from the date of disbursement of the Loan amount.
      4. The Interest shall be paid in the same currency in which the Loan as been disbursed.
      5. A non-payment or delayed payment of the Interest by the Project owner may result in the Event of Default.
    2. Loan repayment
      1. The Project owner shall repay the Loan in full in the term and in accordance with the schedule stated in the Loan agreement. The liabilities of the Project owner shall be considered fulfilled when all outstanding amounts, including the principal amount of the Loan, Interest, fines, penalties, expenses and other possible amounts due are credited to the Project account, as prescribed in the Loan agreement.
      2. The Project owner authorizes the Operator to debit its Account with the repaid amounts of the Loan in order to distribute them between the Investors proportionally to their Participation amounts.
      3. The Loan shall be repaid to the Project account in the same currency in which it has been disbursed.
      4. A delayed or partial Loan repayment or non-repayment thereof shall be considered as the Event of Default with all the consequences described in the in the Loan agreement.
    3. The Project owner undertakes to fulfil all other obligations arising from the Loan agreement and other agreements related to the Loan, including payment of penalties (if applied) and covering expenses (if any) in due term and manner.

  11. Event of default and the consiquences thereof

    1. General rules
      1. The situations of the Event of Default are described in the Loan agreement.
      2. The Project owner shall notify the Operator immediately on its inability or any facts that may result in inability to fulfil its liabilities arising from this Agreement or the Loan agreement or any other agreement entered into between the Project owner and the Operator or the Agent or third persons and related to the Loans and the Services.
      3. If the Event of Default occurs under the Loan agreement, the Operator and the Agent are entitled to start the enforcement procedure against the Project owner. The Project owner is entitled to take measures necessary for repayment of the indebtedness voluntary and reduce possible expenses for the enforcement and debt collection in case of bringing the dispute to the court.
      4. The Project owner acknowledges and agrees that Loan restructuring will not be applied to the defaulted Loans.
    2. Enforcement of the Collateral and Debt collection
      1. If the Debt is not repaid by the Project owner voluntarily, on the Operator’s or the Agent’s request, the Agent or its designated person may start the enforcement procedure and execute its Pledgee’s rights if the Loan is secured by the Collateral immediately, as soon as the Event of Default is admitted, in accordance with the internal procedures of the Operator. If the Debt collection is started, the penalties in accordance with the Price list shall be added to the amount of indebtedness of the Project owner under the Loan agreement and shall constitute the entire Debt to be collected from the Project owner.
      2. All funds collected during the enforcement procedure shall be paid to the Project account and further distributed between the Investors proportionally to their Participation in the Loan. The amount distributed between the Investors may be reduced by withholding the Operator’s and the Agent’s expenses for going to court and forcible recovery under a judicial act that has entered into force, for enforcement of the Collateral and other related necessary activities for the purpose of the Debt collection.
      3. The Project owner understands and agrees that the Investors may keep their Claim rights to the Project owner in amount of insufficient settlement of the Project owner’s indebtedness arising from the Loan agreement. As a result, if the amount collected by the Agent from the Project owner and from the sale of the Collateral within the Debt collection procedure is not enough for settlement of the Project owner’s indebtedness arising from the Loan agreement the Project owner shall remain liable for the residual part until the Debt is repaid in full.
      4. The Agent is entitled to contract third persons for enforcement and collection procedure and the Project owner does hereby gives its consent for the data, including personal data, related to the Project owner, the Loan, the Loan and the Collateral agreement, the Collateral provider, the Project and the Collateral, disclosure and transfer to these third persons for this purpose.
      5. All expenses related to the enforcement and collection procedure shall be settled by the Project owner and included into the amount of the Project owner’s liabilities.
    3. Assignment of the Claim rights
      1. The Lender is entitled to assign in full or partly its Claim rights.
      2. The Assignment can be made before the enforcement and collection procedure are launched, during it or after the collection of the Debt if the residual part of the indebtedness still remains due.
      3. No additional consent of the Project owner shall be necessary for the Assignment.
    4. Sale of Collateral
      1. The Agent is entitled to sell the pledged property (the Collateral) in order to settle the Project owner’s liabilities arising from the Loan agreement.
      2. The Project owner does hereby authorize the Agent for such sale and confirms that no additional authorizations are necessary for that; however, the Project owner undertakes to issue all the powers of attorneys (including from the Collateral providers if requested) or provide any other necessary support (if required in relation of the sale of the Collateral) on the first request of the Agent or the Operator.
      3. The Operator is entitled to require the fulfilment of the Project owner’s liabilities from the Collateral provider directly at any time without an obligation to require this from the Project owner first.
    5. Other consequences of the Event of Default
      1. The Event of Default gives the rights to the Operator, Agent and the Investors to terminate unilaterally any and all agreements concluded with the Project owner and the Project owner shall reimburse all the losses or expenses arising from such termination, if any.
      2. If any Offers to fund other Project owner’s Projects are placed on the Platform at the moment of the Event of Default the Operator shall terminate and remove these Offers from the Website. This removal of the Offers shall be considered as the Project owner’s recall of the Loan application and the Operator is entitled, but the Project owner is obliged, to act accordingly as it is prescribed in the cl.9.3. of these Terms.

  12. Provision of information

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

  13. Term and termination of the Agreement

    1. This Agreement shall be in force from the moment when it is accepted by the Project owner till the moment it is terminated as prescribed below.
    2. The Project owner and the Operator may terminate this Agreement in writing, provided that all mutual obligations and liabilities are duly fulfilled.
    3. The Operator is entitled to terminate this Agreement unilaterally with immediate effect in the following situations:
      1. the Event of Default by the Project owner occur under any Loan agreement concluded using the Services;
      2. the Project owner does not comply with the Operator’s AML Policy;
      3. the Project owner has violated the Law, these Terms, conditions of the Loan agreement or the Collateral agreement or other Operator’s documents;
      4. the Operator has suspicions that the Project owner uses the Services for illegal purposes or does not use the Loan for the purpose stipulated in the Loan agreement;
      5. the Project owner has not used the Services for more than one year and there are no outstanding obligations of the Project owner;
      6. continuing of provision of the Services to the Project owner, at the Operator’s opinion may threaten the Operator’s, the Agent’s or the Investors’ interests;
      7. provision of the Services to the Project owner becomes impossible for the reasons that the Operator cannot impact.
    4. The Project owner is entitled to terminate this Agreement unilaterally by giving the 30-days-notice to the Operator, provided that all Project owner’s liabilities are fulfilled and there are no Loan agreements or Offers in force or Pools under completion.
    5. In any case, this Agreement may not be terminated while there is at least one Loan agreement in force or the Project owner has any outstanding liabilities either to the Operator, or to the Investors, or the Agent, or the third parties related to the Services.

  14. Communication

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

  15. Confidentiality and data protection

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

  16. Intellectual property

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

  17. Termination of the Operator’s activities

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

  18. Complaints

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

  19. Governing Law and dispute resolution

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

  20. Amendments to the Agreement

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

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