By registering as a user of the Portal you (hereinafter the “User”) confirm that you have read these terms and conditions of Portal’s user agreement (hereinafter the “Terms of Use”), consent to the Terms of Use and undertake to abide by the Terms of Use.

If you do not agree to these terms without limitation or exclusion, you should exit this site.

The Terms of Use are applicable to any and all legal relationships between the Users of the PrivateLending platform (hereinafter the “Portal”) and PrivateLending SA (hereinafter the “Operator”) and between Users themselves.

Portal, Portal’s website and the copyright of the contents thereof belong to the Operator and are operated by the Operator. The User does not have the right to save, copy, change, transfer, forward or disclose the pages of the Portal for a purpose other than personal use.

By accessing or using our website at www.privatelending.be, including any subdomain thereof, the User signifies that he/she/it has read, understands and agrees to be bound by these Terms of Use. In addition to these Terms of Use, you may enter into other agreements with the Operator or others that will govern your use of the Portal or related services offered by the Operator. If there is any contradiction between these Terms of Use or another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies.

1. DEFINITIONS

Application: means an application submitted by a Borrower on the Portal, including the elements listed in clause 4.2. of Part III.

Auction: the procedure for entry into an Investment between Users of the Portal, whereby the Borrower who initiated the respective Auction and the User(s) who made the best offer(s) under the terms and conditions of the Auction conclude the Investment Documentation.

Bid: means the irrevocable commitment made by a User on the Portal in respect of an Auction.

Borrower: a company incorporated under the Belgian law who has submitted an Application through Portal.

Corporate User: a legal person who has entered into a User Agreement with the Operator and has been registered as a user of the Portal

Fees: applicable charges for the Users as stipulated in the Portal.

Individual User: a natural person who has entered into a User Agreement with the Operator and has been registered as a user of the Portal.

Interest: the fee for using the loan amount.

Investment: means the investment (whether in a loan, bond or other format) made by User in the Borrower in the context of an Auction.

Investment Amount: means the total amount of an Investment, as determined at the end of the Auction

Investment Documentation: means the legal documentation relating to an Investment, being a loan agreement, terms and conditions of notes or any other type of legally binding document, and any ancillary document thereto

Operator: PrivateLending SA

Operator’s Postal Address: PrivateLending SA, 435 Chaussée de Louvain, B-1380 Lasne, Belgium

Operator Support Contact Page: a contact page found at the Portal.

Portal: an e-service environment located at www.privatelending.be on the Internet and administered by the Operator, through which the Users can borrow from or lend to other Users by way of participating in Auctions.

Reference number: a personalized number for each registered User of the Portal by which the Operator can identify the User. Reference number is also used by the User for the payments into the User’s Portal account.

Rating: the credit rating assigned to any Application by the Operator following a depth review by the Operator of a Borrower profile, Application, and any other information as so requested by the Operator from a Borrower, from time to time, together with searches conducted by the Operator through external agencies and databases including but not credit reference agencies;

Terms of Use: these general terms of the User Agreement; these Terms of Use are applicable to all User Agreements concluded with the Operator and to all other legal transactions concluded between the Users when using the Portal.

User: a citizen of the European Union or Switzerland who is at least 18 years of age, a permanent resident of the European Union or Switzerland who is at least 18 years of age, a legal person entered in the respective register in a Member State of the European Union or Switzerland, or a natural or a legal person who has been separately approved by the Operator to use the Portal who has submitted a Bid through the Portal.

User Agreement: an agreement concluded between the User and the Operator under which the Operator is providing services to the User via the Portal.

PART II: GENERAL TERMS OF USE

2. GENERAL DUTIES AND OBLIGATIONS OF USER

• The User shall:
  • not use the Portal for illegal transactions or operations, incl. fraud;
  • submit only true information upon subscription, taking/granting a loan as well as upon communicating with other users of the Portal;
  • keep the tools required for logging in the Portal, including the ID card, passwords and usernames in such a manner that third parties do not gain possession thereof;
  • inform the Operator of changes in their submitted data;
  • inform the Operator of the fact that third parties have gained possession of the data and tools specified in this Article or if it account access details have compromised, lost or otherwise breached. The User is liable for the damage and loss arising from the fact that third parties have gained possession of the data and tools specified in this Article and the User is aware of the fact that third parties, misusing the data, may assume legally binding obligations for him/her/it and the User is obligated to perform them. The Operator will not be liable for any losses that the User suffers if someone else accesses his/her/its account details;

• The Operator has the right to restrict or cancel the User’s right of use of the Portal and restrict or cancel Auctions and refuse to perform its duties or obligations under the User Agreement or Investment Documentation if it becomes evident that:

• the User is in a breach of the User Agreement or the User’s duties or obligations;
• the User has given false, misleading and/or inaccurate information;
• the User acts vulgarly or disregards the moral standards generally accepted in society;
• the Application or the Bid is in conflict with good manners or the legislation in force, including the principles of responsible lending.

3. ENTRY INTO THE PORTAL and USER AGREEMENT

• Only registered users can access the Portal and the services provided by the Portal can only be used by registered users who, upon registration, have entered into a User Agreement with the Operator on the present terms and conditions.

• To create and operate an account, the Users must satisfy, and continue to satisfy these Terms of Use.

• In order to enter the Portal and use the services offered by the Portal, the interested party shall firstly have to register themselves as a User.

• After registration as a User, every natural person shall choose a unique username and password. After registration as a User, every legal person shall choose a unique username and password. The User must also provide a valid email address.

• In order to enter the Portal, an Individual User shall enter their username and password. Corporate Users can enter the Portal through the individual representative who has been registered as a User on the basis of their username and password. The Operator is entitled to rely on the representation powers of the individual representative representing the Corporate User. If the representative changes or a new representative is added, the new representative can, if an inquiry confirms their right of representation, bind the respective legal entity User to their personal User. If the right of representation of the previous user has expired the new representative must notify the Operator of the expiration, and, so long as such expiration has not be notified the Borrower or the Operator may validly rely on the right of representation of the personal User.

• Upon registration of the User by the Operator as a user of the Portal an according User Agreement between the Operator and the User shall be considered as concluded.

• For the Corporate User, the Operator will communicate only with its individual representative, who has been registered as a User.

• The User acknowledges and accepts that checks may be conducted on his identity, or if you are a Corporate User, the identity of its underlying owners, partners, trustees or members or that of any entity within your group, and any other relevant checks with third parties.

• The User will not be permitted to place any Application on any Auction until Article 3.8. of Part II has been satisfied.

• The Operator reserves its right to not proceed to an Auction if it suspects that the person logged into the User’s account is not the User or if it suspects illegal or fraudulent activity or unauthorised use.

• The User can register no more than once at the time.

• The User has the right to cancel his/her/its registration by notifying the Operator, without penalty and without having to give a reason, within 14 calendar days starting on the day after the day the User Agreement was entered into. The notification is only done by registered letter sent to the Operator’s head office.

This right to withdraw cannot be invoked if the User participates to an Auction.

4. User’s acknowledgements

• Users acknowledge and accept that the Operator does not check the accuracy or completeness of all Borrower Profile information. Any statements made by a Borrower in the Borrower Profile are in no anyway endorsed, supported or guaranteed by the Portal.

Users expressly acknowledge that they will undertake their own diligence on any Borrower prior to making any Auction, and Users shall not be entitled to rely on any information provided by the Operator in making decisions to insert.

• All investing is done entirely at the Users’ own risk. The Operator does not recommend or endorse any Borrower, or any loan nor does he guarantee that any loan will be repaid in whole or part.

• The Users acknowledge and accept that it is their sole responsibility, prior to accessing or using the Portal, to ensure that their actions in doing so do not contravene any legal or regulatory requirements that may apply to them.

• The Corporate User confirms that it has the right, power and authority, and has taken all action necessary to enter into the User Agreement and any Investment Documentation, exercise and deliver its rights and perform its obligations, under these Terms of Use and any Investment Documentation.

5. RISKS AND RATING

• All lending by Users are done at the User’s own risk. The assignment by the Operator of a Rating is intended to be for information purposes only and a User must form his/her/its own opinion as to the credit worthiness of any Borrower, and must undertake his/her/its own research, analysis and assessment of each Borrower and each loan, seeking independent financial advice.

• The Operator does not provide any form of financial advisory services. Users acknowledge and accept that the Operator may present the credit scores of the Borrower from third parties. By publishing these scores the Operator makes no representation as to their accuracy.

• The Operator accept no responsibility and disclaims all liability for any information about a Borrower (including the Rating) made available to Users through the Portal. The Operator has no obligation to update or amend any Borrower Profile, or to monitors or to update any Rating, and if it opts to doing so, he shall have no obligation to further update or monitor such information.

• The Operator may conduct checks on a Borrower prior to assigning the Rating. However, there is no guarantee that the databases the Operator access are complete, accurate and up to date, therefore Users should exercise care in deciding when to lend.

6. PRICES FOR USING THE SERVICE

• The service is free for Users.

7. LIMITATION ON THE LIABILITY OF THE OPERATOR

• The Operator shall not be liable for:

• the truthfulness of the data given by the User;
• a breach of the Agreement or unlawful behaviour by the User;
• the performance of the User’s duties and obligations under the Investment Documentation;
• the performance of obligations arising from the User Agreement by Users;
• the existence of the right of representation of the representative of the User who is an entity;
• the validity and legality of the Investment Documentation and User Agreement entered into via the Portal.

• Users shall enter into transactions in the Portal directly and at their own liability, being a party to the transactions themselves; the agreement forms suggested in the Portal can be used by Users at their own liability and risk. The Operator is not liable for possible obligations that may arise for the User or for the Borrower according to the law as a result of concluding or executing a loan agreement using the Portal.

• Users are each liable to us (for ourselves and as agent for the Users) for any loss or damage suffered by the Operator or any user of the Portal as a result of the Borrower or User (or a person using the Borrower’s or User’s Portal account access details with the Borrower’s knowledge or permission or through the Borrower’s negligence):

• using Portal in a way that is fraudulent;
• breaching these Terms; or
• otherwise using Portal in a way that causes loss or damage to us or any other user of Portal.

• The Operator is not liable to any Users for any loss, damage or cost arising out of or in connection with the Borrower’s or User’s account with the Operator or use of the Portal, except where the loss, damage or cost is a result of our breach of these Terms of Use, our negligence or fraudulent activity coming from the Operator.

• The Operator is not liable to Users for any loss, damage, or cost arising out of or in connection with any misrepresentation, misconduct, or other act of, or any error or inaccuracy in the information entered by any other user of the Portal including Borrower Profiles.

• The Operator is not liable to the User for any loss, damage, cost or unauthorised activity on the Portal arising out of your failure to keep access details secure, failure to log out of your Borrower or User account, or otherwise negligently failing to keep account access secure.

• The Operator accepts no responsibility or liability for your use of content on the Portal and such use is entirely at your own risk. While the Operator takes reasonable precautions to prevent the existence of computer viruses or other malicious programs on the Portal, the Operator accepts no liability for them if they do exist. It is the responsibility of the User to use, update and maintain appropriate antivirus software on its computer.

• Information transmitted via the Portal will pass over public telecommunications networks. The Operator accepts no liability if communications sent via the Portal are intercepted by third parties or incorrectly delivered or not delivered.

• The Portal may contain links to third party websites. The Operator accepts no responsibility or liability for any material supplied by or contained on any third party website which is linked from or to the Portal, or any use of personal data by such third party.

8. AMENDMENT OF TERMS

• For the purposes of development of services and their better and securer use, the Operator has the right to unilaterally amend and modify the Terms of Use.

• Users shall be informed of amendment of the Terms of Use via the Portal. Amendments and modifications shall enter into force within four (4) weeks as of the publication of the notification in the Portal.

• Upon disagreement with the amendments and modifications, the User has the right to terminate the User Agreement within four (4) weeks as of notifying of the amendment via the Portal.

9. TERMINATION OF USER AGREEMENT

• The User may terminate the User Agreement only if the duties and obligations, which arise from the Investment Documentation, have been fulfilled.

• The User Agreement can be terminated by the User by way of sending a respective notice to the Operator by Operator Contact page.

• The Operator may terminate the User Agreement at any time if the User violates the terms and conditions of the User Agreement.

• The Operator may terminate the User Agreement (including disable or restrict User access to Portal) without providing advance notice if the User has used or is using without Operator’s written consent any automated means (which access means are not provided by the Operator) to access Portal and collect any data from Portal through automated means (included but not limited to harvesting bots, robots, spiders, scrapers or other automatic devices or programs) or if the User is using framing techniques to enclose any of the data or content to the Portal or otherwise affect the Portal.

PART III: AUCTION PROCESS

1. APPLICATION

• The Borrower shall initiate the application process by submitting an Application. In such Application, the Borrower and the Operator shall determine:
  • the minimum Investment Amount and the maximum Investment Amount;
  • the minimum Interest and the maximum Interest, which shall be expressed as a rate in per cent. per annum and be a multiple of 0.01;
  • the maturity of the Investment;
  • the purpose of the Investment; and
  • any other relevant terms and conditions for the Investment.

• Investments shall be denominated in Euros.

• An Application shall constitute a binding offer of the Borrower, and upon submitting an Application, an Auction shall commence. The Auction shall take place during the period determined by the Borrower or the Operator upon the submission of the Application.

2. PARTICIPATION TO THE AUCTION

• For each Auction, the Operator or the Borrower may, at their discretion, select the Users that will be offered to possibility to make Bids, and technically restrict certain Users to issue Bids on certain Auctions.

• For each Auction, the Operator or the Borrower may determine a minimum amount per Bid. Unless otherwise determined, Bids shall be a multiple of EUR 1,000.

• During the course of the Auction, Users may issue Bids for an amount as provided for in 5.2 above, and at a rate ranging between the minimum Interest rate and the maximum Interest rate. The issuance of a Bid by a User shall constitute an irrevocable commitment by such User to enter into the Investment Documentation (which is available on the Portal) and to make its commitment available of the Borrower upon request. Users shall not be able to amend or withdraw their Bids during the Auction, and Bids shall remain valid until released in accordance with clause 3 of Part III.

• The Portal shall register all the Bids proposed in the Auction in chronological order. The time of the Portal’s system shall thereat be decisive.

3. END OF THE AUCTION AND ALLOCATION

• Within 20 days of the end of the Auction, the Portal shall notify all Users who participated in the Auction of the result of the Auction, and notify the Users whether or not their Bid is retained.

• If, at the end of the Auction, the total commitments under the Bids do not reach the minimum Investment Amount, the Auction shall be considered as failed and the Bids will be released, without right to indemnification for the Users.

• If, at the end of the Auction, the total commitments under the Bids exceed the minimum Investment Amount, the Auction shall be successful and the Investment Amount shall be allocated in priority to the Bids offering the lowest interest, up until either the total commitments under the Bids is reached, or the maximum Investment Amount is reached, in which case supernumerary Bids will be released without right to indemnification for the Users. Bids with equal interest rates shall be prioritised on a first come, first served basis. The order of entering on the bid shall be determined by the Portal. The Operator has the right to partially one Bid (i.e. not for the full commitment thereunder as its discussion) in order to reach an amount equal to, but not exceeding, the Maximum Investment Amount.

4. INTEREST RATE

• Each User who submitted a retained Bid shall be, subject to the terms and the conditions of the Investment Documentation, entitled to the payment of the interest rate expressed in its own individual Bid. In other words, each different User may benefit from a different interest rate.

• The interest rate expressed on the Bid is a gross interest rate, and includes the withholding tax. The Borrower, the Operator or their agents are entitled to retain the withholding tax on the interest payments in accordance with the applicable tax laws and regulations. If so provided under the Investment Documentation, and at the conditions set out thereunder, individual Users may request to obtain interest payments without application of withholding tax, if and to the extent a valid exemption applies to such Users.

• In no event shall the Borrower, the Operator or their agents be subjected to an obligation to gross-up any interest repayment for the amount of the withholding tax or otherwise.

5. ENTRY INTO THE INVESTMENT DOCUMENTATION

• The Operator shall communicate to the Borrower the references of the Users who submitted a retained Bid, as well as the content of their Bid, in order to enable the entry into the Investment Documentation between the Borrower and the Users.

• The Investment Documentation shall be entered into on or shortly after the end of Auction period between the Borrower and the Users that issued the retained Bids. To this end, the Users shall sign and execute the necessary forms and documents promptly upon request.

• The Investment Documentation is entered into between the Users and the Borrower. The Portal or the Operator are not a part to the Investment Documentation and are not accountable or liable for the content of the Investment Documentation.

6. REPAYMENT

• The Portal is not involved in any payments between the User and the Borrower and does not accept any liability in this regard.

• Users and Borrower shall agree the details and conditions of the repayment in the Investment Documentation.

• The Operator shall not be liable for the non-performance of its obligations by any User or Borrower, including the delay in payment of a Borrower or a User.

PART IV: FINAL PROVISIONS

1. This Terms of Use are subject to Belgian Law and any disputes arising in connection hereto shall resort from the competence of the French speaking Courts of Brussels.

2. The Terms of Use shall apply upon their acceptance by the User and shall be applicable during the term of the legal relationships between the User and Operator regulated in the User Agreement.

3. This agreement has been drawn up in English. These Terms of Use shall enter into force starting from 1^st of June 2016.