TERMS AND CONDITIONS
1. GENERAL INFORMATION ABOUT US
1.1. BOLDYIELD OÜ, registered in Estonia, register code: 14720152, (hereinafter – “Portal Operator”), operates a crowd-lending Portal for real estate and business financing projects under the domain “https://www.boldyield.com” and its subpages and attachments (hereinafter – “Portal”). The Operator acts as a facilitator-only and offers an opportunity for registered Portal users to review, analyse, select and invest their funds into projects presented on the Portal by borrowers – project owners and developers.
1.2. These Portal Terms and Conditions (hereinafter – “T&Cs”) establishes the legal relations between Portal registered users (hereinafter – “User” or “Users”) and Portal Operator.
1.4. The Portal Operator may unilaterally amend these T&Cs and the relevant amendments take effect from the moment they are published in the Portal. The Portal Operator may at its own discretion require that the T&Cs are confirmed by the User.
1.6. By registering an account with the Portal, the User approves T&Cs and other related documents after proper examination and understands everything stated in these documents.
2.1. Registration and user account
2.1.1. To start using all the services of the Portal a private individual is required to register a user account in his or her name, but legal entity on its name (hereinafter – “User Account”).
2.1.2. Upon registering a User Account, a person enters their contact information and other data (e.g., name, surname, e-mail, mobile phone) required by the Portal Operator into the respective environment and selects a unique username and password.
2.1.3. Any newly registered Account has the “Not Verified” status. User cannot and is restricted to initiate any activity until User provides Portal Operator with the documents and information needed to verify the User’s identity according to KYC, AML/ CTF rules.
2.1.4. Portal Operator can request any information in order to verify User to use the Portal. If the information is not complete the Portal Operator has the unilateral right to refuse to open a User Account, block or delete it without justification.
2.1.5. After passing background check performed by Portal’s Operator to the extent that the Portal Operator deems necessary Users can register a User Account to their name and receive “Verified” status.
2.1.6. The Portal Operator has the right to limit the rights of certain groups of Users (e.g. of persons who give or receive loans via the Portal – status “Borrower” and “Lender”) in terms of specific usage rights, including limiting access and/or usage rights with respect to certain parts of the Portal.
2.1.7. In order to Sign-in to the Portal, a User is required to enter his username/e-mail address, and password. In order to use the Portal, the Portal Operator may unilaterally request the User to identify him/herself via ID card, Mobile-ID, bank link, or any other identification method acceptable to the Portal Operator.
2.1.8. In order to submit declarations of intent and give approvals that bear legal consequences, the Portal Operator may request the verification of the User’s signature via ID card, Mobile-ID, bank link or mobile communication, or any other authentication method (e.g., unique PIN code).
2.2. Operations through User Virtual Account
2.2.1. After registering a User Account, a User is granted an individual virtual account (as a part of the User Account) for performing transactions via the Portal by the User or the legal entity represented by the User, and for keeping track of financial obligations and claims, which have arisen on the basis of the T&Cs, Loan Agreements and/or as a result of transactions made via the Portal (hereinafter – “Virtual Account”).
2.2.2. The person to whose name the Virtual Account has been registered (hereinafter – “Virtual Account User”) is responsible for the rights and obligations related to the Virtual Account. Among other things, the User is a party to the transactions made via the Virtual Account.
2.2.3. Through the Virtual Account, the User can make declarations of intent to the Portal, including making offers to execute transactions via the Portal and conclude transactions only if the Virtual Account has a non-booked positive balance in the amount necessary for the transaction (i.e. a sum that is sufficient to perform the obligations of the User related to the respective transaction to the other party of the transaction and the Portal Operator) at the time of making the offer and concluding a transaction.
2.2.4. By giving declarations of intent the User gives an irrevocable order to debit the agreed sum from the Virtual account of the Party obliged to make the payment in the amount and at the time set forth in the Loan Agreement and to credit the same amount to the Virtual account of the Party entitled to receive the payment.
2.3. Add and withdraw funds from User Virtual Account
2.3.1. The User may transfer funds to the Portal Operator only from a bank account registered to the name of the User in a licensed credit or payment institution, which is registered or operating in a state which is a Contracting Party to the EEA Agreement or in a state where equivalent money laundering and terrorist financing prevention measures are applied (the Portal Operator shall have the right to request documents, which confirm compliance of the bank account with the conditions referred to herein).
2.3.2. The User is required to indicate its individual reference number in the payment order (Unique user account ID).
2.3.3. If the bank account from which a transfer was made to the Portal Operator does not belong to the respective User or does not meet any other conditions set forth in Section 2.3.1. also if the reference number is set forth in Section 2.3.2. is not indicated in the payment order, the Portal Operator has the right to transfer the number of funds back to the person who made the transfer and request from the User compensation of expenses related to returning the payment (automatically deducting them from the Virtual Account or by deducting the transaction fee from the transfer amount).
2.3.4. User’s funds are transferred to the Portal Operator in accordance with Section 2.2.4. are registered in the Virtual Account and the User uses these funds in order to perform obligations arising from transactions made via the Portal or T&Cs to the parties according to the transactions made via the Portal as well as to the Portal Operator.
2.3.5. Unless provided differently in the T&Cs, the User may request from the Portal Operator to the extent of the positive balance of the non-booked funds reflected in the Virtual Account, payment of the funds reflected in the Virtual Account to the User’s bank account, by giving a payment order to the Portal Operator via the respective application of the Portal (money withdrawing process). The abovementioned order must be considered as instructions of the User to the Portal Operator to transfer the sum referred to in the order (to the extent of the non-booked positive balance of the account) via a bank transfer to the bank account of the User.
2.3.6. The Portal Operator makes payments to the User only to the bank account disclosed to the Portal Operator by the User. The User has the right to request from the Portal Operator to make the payments only to the bank account registered to the name of the User in a licensed credit or payment institution, which is registered or operating in a state which is a Contracting Party to the EEA Agreement or in a state where equivalent money laundering and terrorist financing prevention measures are applied. The Portal Operator has the right to refuse to make a payment to the bank account that does not belong to the User or does not meet any other conditions set forth in this Section (the Portal Operator shall have the right to request documents, which confirm compliance with the bank account with the conditions referred to herein).
2.3.7. If a User wishes to change the User’s bank account number previously provided to the Portal Operator, the User informs the Portal Operator of the new bank account number via the respective application of the Portal, thereby confirming that the bank account has been opened in the name of the User and complies with other T&Cs (e.g., Section 2.3.6).
2.3.8. The User covers the transfer expenses for transfers made by the User to the Portal Operator. Expenses related to the payments made by the Portal Operator to the User and other expenses related to the payments made for the purposes of execution of transactions and activities by the User will be reimbursed to the Portal Operator by the User according to the price list established by the Portal Operator. The Portal Operator has the unilateral right to change the aforementioned price list by publishing the new price list in the Portal at least 5 (five) working days before its entry into force.
2.3.9. As a mandatary, the Portal Operator must keep the funds transferred to him by the Users in the bank account, which the Portal Operator has opened on its name solely for this purpose in a licensed credit or payment institution, which is registered or operating in the state, which is a Contracting Party to the EEA Agreement. The funds on the Portal Operator’s respective bank account are excluded from the Portal Operator’s assets. The Portal Operator must hold a separate register of its own and User funds. The funds transferred by the User to the bank account of the Portal Operator belong to the User to the extent of the positive balance of the particular User’s Virtual Account. The Portal Operator does not calculate the interest on the funds of the User kept with the Portal Operator and Portal Operator has no such interest liabilities to the User.
2.4.1. The procedure of payments provided for in this Section 2.4. applies to all transactions and actions made via the Portal, including repayment of loan, prepayment of loan, payment of loan interest or default interest, or other payments to be made under or pursuant to the Loan Agreement and other loan documents (hereinafter – Loan Documents).
2.4.2. On the day when a User’s financial obligation becomes due (or in cases specified in the T&Cs, on the day when that financial obligation is committed to), the User must have non-booked funds on his Account to perform the relevant obligation in a full amount of that financial obligation. If there are no non-booked funds on the Account of such User, the User has breached their financial obligation to the extent of the missing amount.
2.4.3. In circumstances where there are multiple financial obligations that the Borrowing User have difficulties to perform, the funds available of the Borrowing User will be used to cover due payments which have arisen first.
2.4.4. The Users may not perform their financial obligations they owe by way of set-off or by making withholdings or deductions from the amounts payable by it without the consent of the Operator given in a format which can be reproduced in writing.
2.4.5. Delay with the performance of the obligations of a User arising from the Loan Documents (first of all the return of the loan amount and the interest) which does not exceed 3 calendar days will not be considered as a breach of the obligations of the User in the meaning of Section 10. In case of a delay with the payment of no more than 3 days late payment interest will not be applied.
2.5.1. In order to verify the User account, the User have to provide Portal Operator with the below documents and information:
220.127.116.11. The following information must have to be presented by the individual User:
- Name, Surname
- Date and place of birth
- Residential address
- Phone number
- Information whether Investor is Politically exposed person (PEP) or its relative or close associate or not.
- Information about source of funds
- Portal Operator identifies a natural person based on the following documents:
- Identification documents.
The User may provide photos/scans of below mentioned documents:
a. National ID card (both sides) or national passport (reversal);
b. International passport (reversal);
- Proof of residency.
The User may provide photos/scans of below mentioned documents (the documents shall be not older than 3 months by the time of verification):
a. Utility bill;
b. Bank statement;
c. Tax return, council tax;
d. Other documents, with an exception of online screenshots or credit card statements.
The Users should make sure that the scans/photos correspond to the following requirements:
- Documents should be valid due to issue date (issued within the last 3 months);
- Proof of residency document is addressed to User’s NAME;
- Proof of residency document is addressed to HOME address (not a P.O. Box or any sided address);
- Proof of residency document must contain DATE of ISSUE.
18.104.22.168. The following information shall be presented by a legal person:
· Company name
· Registration number
· Date of Registration
· Business activity
· Website (If any)
· Business experience
· Source of Income
c. Date of Birth
d. Residential address
e. Information whether Director/Manager is Politically exposed person (PEP) or its relative or close associate or not.
f. Information on the right of representation, the name of the document serving as the basis for the right of representation, the date of issue, and the name of the issuer
Beneficial owner details:
c. Date of Birth
d. Residential address
e. Ownership structure (% held)
f. Information whether Beneficial owner is Politically exposed person (PEP) or its relative or close associate or not.
2.5.2. Portal Operator identifies a legal person based on the following documents:
- Registration Certificate;
- Representative’s (Director’s or Attorney’s) identification and proof of residency documents (same documents as for the individual User);
- Articles and Memorandum of Association;
- Certificate of Good Standing/Incumbency (issued not older than 6 months) where the legal entity is older than 1 year;
- Documents containing the
a. Information on Directors;
b. Information on Shareholders;
c. Information on Beneficiaries (including, date of birth, address, ID card);
d. Address in the country of Tax Residence;
e. Power of Attorney if the representative is not the Director;
2.5.3. A legal entity of a foreign country must, at the request of the obliged entity, submit the documents, which have been authenticated by a notary or in accordance with an equal procedure and legalized or certified by a certificate replacing legalisation (apostille).
2.5.4. The Users have to provide the information on origin of the funds invested using the Portal and keep this information up to date.
2.5.5. If Portal Operator cannot verify the identity of a User with reasonable certainty or to receive the reliable information on origin of the funds it will not establish a business relationship or proceed with accepting any orders. If a potential or existing User either refuses to provide the information described before when requested, or appears to have intentionally provided misleading information, Portal Operator will refuse to commence a business relationship and return the funds to the User.
2.6.1. The Portal Operator does establish a business relationship with persons who reside in the countries identified by the FATF as high risk or non-cooperative jurisdictions having strategic AML/CFT deficiencies.
2.6.2. The Portal Operator does not accept transfers to/from an account at a bank and/or other payment institution incorporated in the USA, its territories or possessions or in the countries identified by the FATF as high risk or non-cooperative jurisdictions. In case the Portal Operator knows or suspects or has reasonable grounds to know or suspect that the User became a resident of a country not serviced by the Portal Operator, Portal Operator will immediately close all outstanding positions and suspend the User Account in question.
2.6.3. Any newly registered Account has the “Not Verified” status. User cannot initiate any activity until User provides Portal Operator with the documents and information needed to verify the User’s identity. The data verification, respective document collection and check is necessary and will be used by Portal Operator to meet the Know-Your User (KYC), the Anti-Money Laundering (AML) and the Combating the Financing of Terrorism (CFT) compliance requirements.
2.6.4. The User Account can be suspended at any time by contacting the Portal Operator. When Portal Operator receives a request to suspend the Account the Portal Operator may ask a User to provide additional verification documents to compare with those already submitted to Portal Operator. This is done for AML/CFT purposes.
2.6.5. User cannot make a withdrawal to a bank account, if the User is not the named holder of such an account. Violation of this requirement may be treated as a suspicious transaction in terms of Portal Operator’s AML/CFT policy and resolved in compliance with the respective procedures.
2.6.6. For the purpose of mitigating and managing potential AML/CTF risks faced by the Portal Operator and without detracting from the generality of the Portal Operator’s rights as expressly stipulated before, the Portal Operator reserves the right, at its sole discretion, to suspend any User’s Account and prohibit any activity (e.g. withdrawals, investing) for the term of internal investigation but not more than 180 days, providing that the Portal Operator has reasonable suspicion that User’s activity does not comply with the T&Cs and/or is fraudulent, and/or is in breach of the law, the present T&Cs or the Portal Operator’s AML/CFT policy.
2.6.7. User must ensure that the information recorded in User’s Account, as provided by User to the Portal Operator during the signup process or at any time thereafter, is always accurate, truthful and up-to-date and User shall notify Portal Operator promptly, but not later than within one week, of any changes to such information. As per Portal Operator’s AML/CFT obligations and internal procedures, Portal Operator may ask a User at any time to confirm the accuracy of User’s information or to provide documents or other evidence.
2.6.8. Portal Operator reserves the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorizing any withdrawal of User’s Funds. For these purposes, Portal Operator may request a User to provide additional verification documents under the terms defined by Portal Operator.
2.6.9. The Portal Operator will not neither receive nor disburse User’s Funds in cash. All transactions between the User and the Portal Operator must be performed by wire transfer or other means, in which the identities of both – the sending and receiving party can be verified by the Portal Operator and which the Portal Operator, at its sole discretion, will deem appropriate. The Portal Operator will not accept deposits from any third party to the User’s Account; the Portal Operator will not withdraw any funds from the User’s Account for any third party unless otherwise agreed in writing between the parties hereto. The Portal Operator will perform wire transactions only between the User’s account and another account which is held in the User’s name or of which the User clearly demonstrates ownership.
2.6.10. A User is entirely responsible for any and all activities conducted through User’s Account. A User agrees to notify Portal Operator immediately of any unauthorized use of User’s Account, as well as of any other breach of security. While Portal Operator may implement certain monitoring procedures designed to alert Portal Operator to fraudulent activity, Portal Operator is not responsible for any unauthorized use of User’s Account, and User agrees that User is responsible for such unauthorized use and for protecting the confidentiality of User’s password and other User Account credentials.
2.7. Confirmation of transactions
2.7.1. All the User’s activities performed on the Portal after logging onto the Portal through the User Account will be regarded as the activities confirmed with the User’s signature and/or acceptance in the meaning of applicable law. By giving a confirmation in the Portal, the User expresses their irrevocable intention to be bound legally by the confirmed transaction or action.
2.7.2. The Portal Operator may request a User to confirm a transaction, agreement or any action performed onto the Portal or connected to the services provided by Portal Operator in a written or notarial form, with signature or electronic signature.
2.8.1. Before any activity (e.g., loan request, investment) the User must assess the suitability and risk. If necessary, use the help of advisers who are specialists in the relevant field, before performing any activity.
2.8.2. The User confirms that they understand the risks involved in using a Portal (including the possibility that they might not get back their investment or make the expected profit from it) and acts only at their own risk.
2.8.3. The User bears all costs, fees, duties and taxes accompanying the use of Portal.
2.8.4. The User must declare and pay the taxes payable in connection with transactions and actions made via Portal. The User understands that neither the Portal nor the Collateral Agent will not declare or pay any taxes on behalf of the User.
2.8.5. The User agrees and confirms that:
22.214.171.124. performance of Loan Documents, including communication between Users relating to the entry into or other matters relating to Loan Documents, may only take place by the procedure prescribed in these T&Cs and the Loan Documents via and with the assistance of Portal Operator, except in case the Portal Operator or the Collateral Agent have given prior consent in a format which can be reproduced in writing;
126.96.36.199. collection of any financial obligation arising from these T&Cs and Loan Documents may take place only by the procedure prescribed in Section 10 through and with the help of the Portal Operator and/or Collateral Agent and that the User has no right to take such actions or steps independently except in case the Portal Operator and/or Collateral Agent has given prior consent in a format which can be reproduced in writing;
188.8.131.52. any matters and other information it becomes aware of through, or in the course of, the use or access to Portal, may be used by the User for the purposes of using Portal services only and not for any other purposes;
184.108.40.206. any information provided or to be provided to the Portal Operator, Collateral Agent, another User or otherwise via Portal is true and accurate;
220.127.116.11. in delivering notices and performing other communication via Portal `
18.104.22.168. a User treats the addressees of the notices respectfully and politely.
2.9.1. At the request of the User, the Portal Operator terminates the User status of that User if they are not a party to any loan contract, the relevant User has no monetary claims against any other User in connection with the use of Portal and the relevant User has performed all financial obligations incurred towards the Portal Operator, Collateral Agent and any other user in connection with the use of Portal.
2.9.2. The Portal Operator may, at its own discretion, terminate the User status or restrict the User rights at any time without justification by informing the relevant User by the procedure described in this Section (Section 2.9.).
2.9.3. When the User status is terminated, the Portal Operator transfers the positive balance of the available funds reflected on the User Virtual Account to that User’s payment account from which the User has previously transferred funds to the Portal Operator.
2.9.4. Declaration of bankruptcy of the Portal Operator or termination of the Portal Operator’s activities for other reason does not affect the validity of the Loan Documents already entered into (unless otherwise stated in the Loan Agreement).
2.9.5. Upon termination of activities of the Portal or Portal Operator:
22.214.171.124. the syndication period of each active or already funded project on the Platform lapses prematurely;
126.96.36.199. the Portal Operator transfers to each User’s bank account their positive balance of funds reflected on the User Virtual Account;
2.9.6. The Portal Operator gives, by the procedure prescribed in Section 10, instructions to the Users regarding matters relating to further performance of the Loan Documents to the extent due performance of the relevant Loan Documents is not possible without the help of the Portal Operator.
2.9.7. The Portal Operator and/or Collateral Agent may provide to the parties of Loan Documents all relevant information about the other party or parties of the Loan Documents, including their contact and current User Account details and other information related to the Loan Documents.
2.10. Processing of User Data
2.10.1. For the purposes of these T&Cs, personal data is any and all data and information on a User who is a private person, which the User has disclosed upon registering their User Account or Virtual Account, using the Portal and making declarations of intent via the Portal. The personal data is also considered the data that the Portal Operator has got about such User from third parties and stores or processes.
2.10.2. By registering a User Account and/or disclosing data, the Users confirm that they are aware of and consent to the fact that any and all legally collected data regarding the User which are in the possession of the Portal Operator, regardless of their origin, will be processed by the Portal Operator for the purposes related to the possibilities of use of the Portal and to the extent necessary for it.
2.10.3. A User, who is a private individual, has the right to withdraw their consent for processing personal data at any time. The person may request the cease of processing the personal data, terminate the access to the data and request deletion or closing the collected personal data. This is possible if the User have no on-going process of concluding an agreement via the Portal and no valid agreement concluded via the Portal, and provided that the legal acts do not oblige the Portal Operator to save data. Upon withdrawing the consent to process personal data the User’s Account and Virtual Account will be closed.
2.10.4. The Portal Operator must keep the Users’ data confidential and follow any and all rules arising from the Personal Data Protection Act of the Republic of Latvia (GDPR rules).
2.10.5. The Portal Operator have the right to disclose User’s personal data to third parties, including other Users, only in cases set forth in the law and T&Cs.
2.10.6. The Portal Operator have the right to disclose (personal) data of a User to persons belonging to the same group as the Portal Operator and persons who provide the Portal Operator with legal assistance, accounting, auditing, bank account transactions or any other services, which presume processing of Users’ personal data, provided that the respective service provider has undertaken the obligation towards the Portal Operator not to disclose the respective personal data to third parties.
2.10.7. The Portal Operator have the right to use the e-mail address and mobile phone number of a User for the purposes of forwarding to the User information, advertising and offers from the Portal Operator or its cooperation partners. The User have the right to choose, which notifications and offers they wish to receive through the Portal and refuse to receive offers from the Portal Operator and their cooperation partners, without their respective query through the Portal.
3. COLLATERAL AGENT
3.1. The collateral(s) referred to in the principal Loan Documents must be established in favour of the collateral agent (“Collateral Agent”).
3.2. The Collateral Agent keeps the collateral(s) provided in connection with a secured loan in its own name in the interests of User(s) and performs actions and transactions related to the relevant collateral(s), inter alia, on the basis of instructions given by the Portal Operator on behalf of the Portal Operator itself and/or the User(s). The Collateral Agent has, amongst others, the rights and authorisations described in Section 10 of these T&Cs.
3.3. If the Collateral Agent has received funds for the User and/or Portal Operator as a result of actions carried out with the aim of collection or enforcement of any claims (including realisation of collateral), the Collateral Agent transfers the relevant funds to the Portal Operator (having previously deducted and paid all costs and fees incurred or calculated by it in relation to the relevant actions) who records the relevant proceeds on the User Accounts in the applicable amounts. The before mentioned also applies in a situation where the Collateral Agent has carried out relevant collection or other enforcement actions on a ground arising from any agreement on parallel obligation provided for in the Loan Documents and/or in the agreement establishing the relevant collateral (pledge agreement).
3.4. The Collateral Agent keeps the funds referred to in Section 10 as a mandatary in the Collateral Agent’s own name on the Collateral Agent banking account opened for that purpose in a credit institution registered in the commercial register in Estonia, a foreign country affiliate of a credit institution registered in the commercial register in Estonia or in a credit institution which is registered or which has a place of business in another contracting member state of the European Economic Area. The Collateral Agent keeps the relevant funds separately from its own funds. The Portal Operator does not calculate, and no interest is payable to the User on the funds received by the Collateral Agent.
3.5. The Collateral Agent may be a company.
4.1. All notices related and in connection with the Portal concerning the User are delivered through the e-mail provided by the User upon registration. This includes any notices with legal consequences, notices based on or related to a loan contract and other Loan Documents.
4.2. The Operator and Collateral Agent may, at their own discretion, send notices to the User also by post, using the contact information provided by the User upon registration or after the registration.
4.3. Notices delivered to or through the e-mail are considered as received by the addressee within 2 working days after the sending of the relevant notice.
5. INTELLECTUAL PROPERTY
5.1. Any and all intellectual property rights to Portal and Portal Operator, including the structure, web design elements, texts and other components of the Portal, and the intellectual property rights related to them (including the intellectual property rights to trademarks, logos, brands, software, databases, news, messages, texts, graphic, musical and other design) belong to the Portal Operator, unless the rights of another person are referred to with regard to a component, or information has been entered by the Users of the Portal. Users are not allowed to change, reproduce, disseminate, process, translate, make extracts from, forward, include in other databases or make public the Portal or any of its contents or components or use it in any other manner that is beyond the intended purposes of the Portal without the prior written consent of the Portal Operator.
5.2. The User cannot grant sub-licences for using the Portal or any of its contents or components or create new objects of intellectual property based on them.
5.3. The Users are allowed to publish only such material in the Portal for which they have intellectual property rights to the extent that is necessary for publishing the respective materials in the Portal. A User will be fully responsible for the materials published in the Portal by them.
5.4. By publishing of any material in the Portal by the User, the User gives their unconditional and free consent to the Portal Operator to store, disseminate and publish such material in accordance with the T&Cs and to change or process in any other manner to the extent that is necessary for the intended use of the Portal.
6. LOAN AGREEMENTS
6.1. BORROWING and LENDING
6.1.1. If a User wishes to borrow funds from other Users for acquiring real estate, financing a real estate development project, any other development project, working capital or for any other similar business activity related purposes, they will use the respective application of the Portal for borrowing the funds and must submit any and all data required by the application, including data concerning the User, maximum amount of loan, minimum amount of loan, interest, loan period and data concerning the real estate property, business asset or any other collateral. Upon submitting an offer for borrowing funds, the User approves the conditions of the loan agreements to be concluded with the Users who wish to lend funds.
6.1.2. The information prepared by a User for borrowing funds is published to other Users in the Portal in its full extent along with the data on the Borrowing User and any other additional data the Portal Operator considers necessary and which has been verified by the Portal Operator at their own discretion. Publication of information shall mean a binding offer for borrowing funds.
6.1.3. In order to lend funds the User submits through the respective project page of the Portal, a declaration of intent to lend funds (i.e. an acceptance to lend funds), in which the User specifies the amount of loan offered by them and approves and digitally signs the conditions for the loan (Loan Agreement, T&Cs, other documents) by providing its PIN code.
6.1.4. The acceptance to lend to the Borrowing User must be binding to the Lending User. The Lending User cannot unilaterally withdraw or cancel the confirmed acceptance unless provided differently by imperative legal provisions or the loan agreement.
6.1.5. By confirming the acceptance to lend, the User authorises the Portal Operator to book the positive balance on the lending User’s Virtual Account in the extent of the loan amount indicated in the acceptance and the sum payable to the Borrowing User upon the execution of the transaction (i.e. the respective sum cannot be used for making other transactions or no requests can be made to have it transferred to the User’s bank account).
6.1.6. With the confirmation of the acceptance to lend, a Loan Agreement is concluded between the Lending User and the Borrowing User. Such agreement will be considered as concluded from the moment when the Lending User accepts and makes the offer as described in Section 6.1.3. The Loan Agreement will become effective with the confirmation of the acceptance to lend (at the exact moment).
6.1.7. Users, who are parties to the Loan Agreement, have the opportunity to review the loan agreement in the Portal after the agreement has become effective. The following data is presented to both parties in the loan agreement: name, surname, personal identification code/registry code and contact data.
6.1.8. Based on the rules stated in the Loan Agreement the Borrowing User has the unilateral right to withdraw from the Loan Agreement. In such case, the Portal Operator will automatically refund the lending User the funds debited from or booked on their Virtual Account.
6.2.1. Unless stated otherwise in the Loan Agreement, the Users undertake to pay the fees to the Portal Operator according to the Pricing conditions published in the Portal.
6.2.2. The exact amount and withholding arrangements of Fees related to a certain project financing are reflected in the respective Loan Agreement.
6.2.3. The Portal Operator may issue an invoice in respect of the transaction fee or other fees (if applicable) to the Borrowing User before the relevant fee falls due and payable but failure to issue the invoice does not release the Borrowing User from the payment obligation.
6.2.4. The Portal Operator may unilaterally at its own discretion waive or decrease any fees payable to the Portal Operator and/or the Collateral Agent.
6.2.5. The Portal Operator can set off the fees, costs and/or losses to be paid or compensated to the Portal Operator and/or Collateral Agent against the funds shown on the User Account.
6.2.6. If not stated otherwise in these T&Cs or in the Loan Agreement, the success fee and Collateral agent fee, as well as the costs related to the conclusion of loan and pledge agreements (incl. registration of pledge) must be paid to the Portal Operator from the loan amount immediately before the transfer of the loan amount fully or any part of it to the Borrowing User. The Portal Operator may withhold the success fee and Collateral agent fee from the loan amount by transferring the loan amount to the Borrowing User only in the amount it exceeds the success fee. Other fees (except administration fee) shall be paid to the Portal Operator as stated in the Loan Agreement.
6.2.7. Fees provided for in Section 6.2. of these T&Cs do not include value added tax (VAT) and if according to the regulation VAT or any other tax must be applied to the fee, the relevant tax is added to the success fee and/or the administration fee.
6.2.8. The Borrowing User must pay the fees in EUR in full and the Borrowing User may not perform the obligation to pay the relevant fee by way of set off or make any withholdings or other deductions from the amount to be paid without the consent of the Portal Operator in a format which can be reproduced in writing, unless stated otherwise in these T&Cs or principal Loan Agreement.
6.2.9. If a Pricing conditions as in Section 6.2.1. in respect of certain actions to be performed and services to be provided by the Portal Operator and/or the Collateral agent are published in the Portal, the User referred to in the Pricing conditions must pay, immediately upon the first request of the Portal Operator and/or the Collateral agent and in addition to any other fees referred to in the T&Cs, for the relevant actions and/or services, to the Portal Operator and/or the Collateral agent in an amount shown in the Pricing conditions. Inter alia, the relevant Pricing conditions may prescribe the fees to be paid to the Portal Operator and/or the Collateral agent for other actions and services.
7. AMENDMENTS TO THE T&Cs AND LOAN DOCUMENTS
7.1. The Portal Operator may unilaterally amend these T&Cs and the relevant amendments take effect from the moment they are published in the Portal.
7.2. Where the Lending Users and/or the Borrowing User wish to amend a Loan Agreement already entered into, the negotiations regarding the amendments shall be held by the Borrowing User, Portal Operator and/or the Collateral Agent, acting as the representative of the Lending Users and who may sign the amended contract in one or several of the following ways:
7.2.1. extend any due term for payment by up to 6 months;
7.2.2. extend partially or fully any due term for repayment of the principal part of the loan by more than 6 but not more than 12 months provided that at the same time the interest rate of the relevant loan is increased by at least 2.0% per annum;
7.2.3. give additional time periods for rectifying and/or eliminating any breaches of non-monetary obligations but not more than up to 3 months from becoming aware of the breach of the relevant obligation;
7.2.4. extend the deadline for establishing the relevant collateral(s) by up to 20 working days;
7.2.5. consent to the replacing or supplementing the asset that is subject to security or to the giving of additional collateral if in the Portal Operator’s opinion this does not materially prejudice the interests of the Lending Users;
7.2.6. make other amendments, including give instructions to the Borrowing User on the manner of performance of the Loan Documents from time to time or give consents to deviations from the terms of the Loan Documents if the relevant amendments, instructions or deviations are of a technical nature, made for the purpose of correcting errors or if in the Portal Operator’s opinion this does not materially prejudice the interests of the Lending Users.
8.ASSIGNMENT OF RIGHTS AND OBLIGATIONS
8.1. The User may not sell, assign or otherwise transfer the rights and obligations arising from these T&Cs or Loan Documents to a third person without the consent of the Portal Operator and/or the Collateral Agent.
9.PORTAL OPERATOR LEGAL STATUS
9.1. Services provided by the Portal Operator and the Collateral Agent does not include the following:
9.1.1. guaranteeing or otherwise underwriting the availability or accessibility of funds to the Users, or ensuring the performance of the financial obligations of the User(s);
9.1.2. accepting of deposits or other refundable instruments;
9.1.3. providing investment or legal advice;
9.1.4. undertaking real estate or any other business transactions or providing advice in respect of the same;
9.1.5. provision of payment services in the meaning of Payment Institutions and E-money Institutions Act.
9.2. In addition to the referred above, the Portal Operator performs merely an administrative function in the execution and performance of the Loan Documents in order to facilitate the performance of the Loan Documents and communication between Users. When collecting any amounts owed by the Borrowing User, each of the Portal Operator and the Collateral Agent acts at its own discretion on the basis of what the Portal Operator considers to be, and in the Portal Operator’s experience is, in the best interests of the User.
9.3. The Portal Operator and the Collateral Agent are not parties to the Loan Agreement(s) entered into via Portal but the Portal Operator and/or the Collateral Agent are entitled to rely on the provisions of the Loan Agreement and demand on their own behalf the performance of certain provisions of the Loan Agreement.
9.4. Among other things, the Portal Operator and the Collateral Agent are not liable for:
9.4.1. performance of the User’s obligations;
9.4.2. any disruptions or impediments that may occur in the operation of any credit institution the Portal Operator and/or Collateral Agent holds the funds transferred to them in connection with the funding of the projects, including for any losses which may directly or indirectly be incurred as a result of the insolvency or moratorium of such credit institution or any other similar event;
9.4.3. losses incurred as a result of any act or failure to act by the third persons referred to in Section 11 whose economic or professional activity includes collection of debts and the provision of related services;
9.4.4. legal binding effect, scope, content, suitability and enforceability of contracts and other legal documents used in Portal, including those used for the carrying out of transactions through Portal;
9.4.5. bugs or disruptions that occur in Portal or amendments made in Portal or the consequences of termination of the operation of Portal;
9.4.6. trueness and accuracy of any forecasts, including financial indicators and forecasts of any project, published in Portal;
9.4.7. circumstances that derive from or depend on the identity of a User;
9.4.8. losses incurred as a result of the materialisation of the risk referred to these T&Cs and Risk Warning section in Portal https://www.boldyield.com/risk_warning;
9.4.9. non-monetary damages, loss of profit or other indirect losses, or other damages caused because of its conduct other than intentional misconduct.
9.5. By publishing the projects (investment opportunities) in the Portal, it does not constitute an investment recommendation or other endorsement by the Portal Operator or gives the Portal Operator’s confirmation or any other indication that the person making the Project or Borrowing User is creditworthy, the Project is viable, or that the User will get the relevant investment back or make any profit from it.
9.6. The Portal Operator may make any changes in the Portal, including expand, change or remove its functions, at its own discretion at any time without asking permission of the Users or giving a prior notice. Among other things, the Portal Operator may terminate the operation of the Portal at its own discretion at any time.
10. PAYMENT DEFAULTS AND OTHER BREACHES
10.1. If the Borrowing User does not perform any financial or non-financial obligations arising from a Loan contract, these T&Cs or other Loan Documents, in a timely manner, or if a ground for extraordinary cancellation of a loan agreement arises, the Portal Operator and/or Collateral Agent can conduct any actions or take steps on behalf of the Lending User(s) and/or itself that the Portal Operator and/or the Collateral Agent considers at its own discretion to be necessary or desirable to achieve the performance of the relevant financial or non-financial obligation and/or cancellation of the Loan Documents or the use of other legal remedy.
10.2. The Portal Operator and/or the Collateral Agent may:
10.2.1. send reminders, balance notices and warnings to the Borrowing User (including bankruptcy warnings) by the means provided for in the T&Cs or by any other means;
10.2.2. commence court proceeding, enforcement proceeding, and bankruptcy or other insolvency proceeding, by the procedure provided for by law and in accordance with these T&Cs, including participate in the relevant proceeding as a representative of the Lending User and on behalf of the Lending User;
10.2.3. extraordinarily cancel the loan contract on grounds provided for in the loan contract or on grounds provided for by law;
10.2.4. organise enforcement of security by the procedure provided for by law and the relevant agreement of establishment of security (pledge agreement).
10.3. By registering as a User, each User gives instructions, consent and authorisation to the Portal Operator and the Collateral Agent, with the right of sub-delegation, to carry out, on behalf of the User and as their representative, the actions and steps described in Section 10 of these T&Cs at their own discretion, with the Portal Operator and the Collateral Agent being entitled to use for the carrying out of such actions and steps third persons whose economic or professional activity includes collection of debts and the provision of related services (including lawyers, persons providing collection services, bailiffs or other persons). The above described instructions and authorisation also includes the right of the Portal Operator and the Collateral Agent to perform any action and/or transaction on behalf of and as a representative of the User which in the Portal Operator’s and/or Collateral Agent’s opinion is necessary for the assignment described in Section 10.5 to be valid.
10.4. If the Portal Operator or the Collateral Agent delivers the relevant notice (“assignment notice”) to a User and debtor by the procedure provided for in Section 10, all claims arising from the Loan Documents relating to the claims that have fallen due against the debtor are deemed to be automatically assigned to the Portal Operator or the Collateral Agent as specified in the assignment notice. The respective claims are deemed to be assigned from the moment the addressee has received the assignment notice according to Section 4.
10.5. The Portal Operator and/or Collateral Agent may cease to carry out the actions described in this Section 10, or not apply them, if in the Portal Operator’s and/or Collateral Agent’s opinion performance of the due claims is unlikely as the result of the relevant actions or the benefit likely to be received as the result of the relevant actions and steps is less or in a similar scale with the expected costs of the relevant actions and steps. The Portal Operator informs the User about the cessation or non-application of the relevant actions and/or steps by the procedure prescribed in Section 10. Following delivery of the above notice, on request of the User, the Portal Operator and/or Collateral Agent may (but is not required to) re-assign to the User at the cost of the User the due claim(s) previously assigned by that User to the Portal Operator or the Collateral Agent pursuant to the procedure of Section 10 of the T&Cs.
11. FINAL PROVISIONS
11.1. Place of performance of the obligations arising from these T&Cs and Loan Documents is Republic of Estonia.
11.2. These T&Cs and other circumstances, actions and transactions relating to the use of a Portal are governed by Estonian law and EU Regulations.
11.3. Disputes between the Users or between the User and the Portal Operator and/or Collateral Agent, including the ones based on any Loan Document, will be resolved by way of negotiations. In case of failure of negotiations, such disputes are resolved in Latvia court.
11.4. Information made available in the Portal is not intended to be delivered to or used by persons in any jurisdiction in which it is not permitted or in which its permissibility is restricted by law or other regulations.
11.5. Users cannot to copy, download, save, reproduce, print or otherwise process, whether in part or in full, the content of the Portal without the prior written consent of the Portal Operator. Notwithstanding the foregoing, the User may print or save the Portal content in the necessary extent if the User does so only for personal use and only to the extent reasonably necessary for the User to use the services of a Portal.
11.6. The User refrains from using technical equipment, applications or solutions (including computer programs) the aim or function of which is an automated use, reading, collection, recording or other processing of the Portal’s content or data recorded in it.
11.7. The Portal is available in multiple languages. In case of discrepancy between the texts, the English text shall be deemed as the correct.