Capitalia Crowdfunding Platform Terms and Conditions

Version: September 18, 2023

1. Definitions

1.1. Auto-invest – functionality of the Platform, whereby Capitalia provides Investors service of individual portfolio management of loans.

1.2. Business Day – any day, on which banks in Latvia and in France are operating, except Saturdays, Sundays, and public holidays.

1.3. Buyback Guarantee - a provision of the Crowdfunding offer form under which Capitalia undertakes to re-purchase Investment from the Investor if the Loan becomes Defaulted Loan. The provision applies to the particular Loan only if it is explicitly indicated.

1.4. Capitalia – Capitalia, SE, the European Company, registered and existing under the laws of the Republic of Latvia with registration No 40003933213, legal address: Rīga, Stabu iela 20 - 1, LV-1011, Latvia.

1.5. Collateral – mortgage, commercial pledge, or other pledge or lien that secures the fulfillment of the Company's obligations under the Loan Agreement.

1.6. Collateral agreement – agreement establishing a Collateral.

1.7. Company – a legal person who seeks or has received a Loan through the Platform;

1.8. Crowdfunding services – services provided by Capitalia to Investors and Companies for the matching of business funding interests of Investors and Companies through the use of the Platform.

1.9. Defaulted loan – Loan in regard to which the Company has failed or in all likelihood will fail to voluntarily fulfill its obligations under the Loan Agreement, as indicated by the following circumstances:

1.10. Interest – remuneration for the use of the Loan, calculated pursuant to the Loan Agreement and paid by the Company.

1.11. Investment – the amount of money the Investor has committed to lend to the Company via the Platform by indicating this amount in the Investment Application on the Platform.

1.12. Investment Application – an application submitted to Capitalia via the Platform by the Investor, authorizing Capitalia to transfer the Investment to the Company if the Loan Agreement is concluded between Capitalia (on behalf of the Investors) and the Company, based on the principal terms as indicated on the Platform.

1.13. Investor – any private or legal person registered as an investor in the Platform with the intention to provide Investment to the Companies.

1.14. Investor’s Profile – the Investor’s personal site at the Platform, which is automatically created after the Investor registers at the Platform and is available to the Investor after authentication.

1.15. Lemonway – Lemonway, a French SAS (simplified joint-stock company) whose registered office is located at 8 rue du Sentier, 75002 Paris, France, and registered with the Paris trade and companies register under number 500 486 915, approved on 24 December 2012 by the Prudential Supervisory and Resolution Authority (“ACPR”, France, website, 4 place de Budapest CS 92459, 75436 Paris, as a payment institution, under number 16568.

1.16. Loan – the amount of money which is provided to the Company by Capitalia on behalf of the Investors according to the Loan Agreement.

1.17. Loan Agreement – a loan agreement concluded by and between the Company and Capitalia, acting on behalf of the Investors.

1.18. Management Fee – fee paid by the Company to Capitalia for organizing and monitoring the Loan. The amount of the fee is disclosed on the Platform and specified in the Loan Agreement.

1.19. Parties – Capitalia, the Company, and the Investor, as the case may be.

1.20. Investment Wallet – a payment account opened in the name of the Investor in Lemonway.

1.21. Platform – website under domain name operated and managed by Capitalia.

1.22. Privacy Policy – rules on privacy policy as available at the Platform and which apply to the Investors.

1.23. Restructured loan – Loan where terms and conditions of the Loan Agreement have been modified, and which, in a judgment of Capitalia would become Defaulted loan in the absence of such modifications.

1.24. Terms and Conditions – the present Terms and Conditions of the Platform.

Unless otherwise specified herein, definitions used in these Terms and Conditions importing the singular include the plural and vice versa, as it may be applicable in the context.

2. Scope of the Terms and Conditions

2.1. These Terms and Conditions regulate the legal relations between the Parties for providing and using Crowdfunding services.

2.2. Once the Investor has registered on the Platform, it is deemed that the Investor has accepted and signed to these Terms and Conditions.

2.3. A Company entering a Loan Agreement is bound by these Terms and Conditions, as far as these apply to contractual relationships between the Company and Capitalia (acting on behalf of the Investors).

2.4. Throughout these Terms and Conditions, rights and obligations in regard to concluded Loan Agreements are reserved only for Investors having an active Investment in the respective Loan.

2.5. By registering on the Platform, an Investor agrees that Capitalia has the right to modify, amend, or change these Terms and Conditions at any time, at its sole discretion. Capitalia gives the registered Investors a notice about the upcoming changes. By continuing to use the Platform after any modifications have been made, an Investor agrees to be bound by the updated Terms and conditions. If an investor rejects the modifications, they may not make new Investments, but the financial obligations and rights of the Investor and the Company in respect of existing Investments remain intact.

2.6. The investor is not allowed to transfer their rights and obligations under these Terms and Conditions to any other party without the prior written consent of Capitalia.

2.7. The Parties agree to settle all disputes via negotiations. However, if such negotiations fail to settle a dispute, any Party is entitled to bring the dispute for settlement before the courts of the Republic of Latvia and the laws of the Republic of Latvia shall be deemed as the applicable law of these Terms and Conditions and any dispute thereof.

3. Registration on the Platform

3.1. A natural person may register on the Platform if they are at least 18 years old and are resident in the European Economic Area. For any other country of residence, Capitalia reserves the right to study the application to register on the Platform to comply with applicable regulations. Capitalia does not accept as Investors natural persons who are residents or citizens of countries that are subject to the international sanctions and national sanctions of the Republic of Latvia.

3.2. A legal person may register on the Platform if it is established in a country of the European Economic Area. For any other country of registration, Capitalia reserves the right to study the application to register on the Platform to comply with applicable regulations.

3.3. For the time being a United States person may not register on the Platform. United States person means United States citizens or residents; entities, including but not limited to, corporations, partnerships, or limited liability companies created or organized in the United States or under the laws of the United States; and trusts or estates formed under the laws of the United States.

3.4. Capitalia can refuse to register an Investor at its own discretion or impose additional requirements for registration of an Investor or change the existing requirements at its discretion at any time.

3.5. Simultaneously with registering on the Platform, an Investor is opening an Investment Wallet with Lemonway. The terms and conditions of opening an Investment Wallet and the provision of Payment Services are laid out in Terms & Conditions for Use of Payment Services – Framework Agreement for Payment Services, published on the Platform, as may be amended from time to time by Lemonway. The Investor acknowledges that it has read and understood and accepts the Terms & Conditions for Use of Payment Services Framework Agreement for Payment Services.

3.6. To continue using Crowdfunding services, an Investor must have an active Investment Wallet at all times.

3.7. An Investor hereby undertakes to only provide correct and comprehensive information and documents while registering on the Platform, providing data to Capitalia (as Lemonway's agent) about the Investor’s ultimate beneficiary owners and representatives. An Investor undertakes to provide all the necessary information, documents, or other requested evidence required by applicable AML legislation.

3.8. When registering on the Platform, the Investor must enter their e-mail address, create a password and submit other information requested by Capitalia.

3.9. The e-mail address and password of the Investor shall be used to identify the Investor. All the actions performed by the Investor at the Platform after entering their e-mail address and password shall be regarded as binding to the Investor as if confirmed by their signature.

3.10. Capitalia may from time to time introduce other forms of Investors’ identification (such as an electronic signature or third-party credentials) provided these are no less secure than identification by e-mail address and password.

3.11. By registering on the Platform, the Investor is giving Capitalia permission to process the personal data of the Investor in accordance with the Privacy Policy as published on the Platform.

4. Adding funds to and withdrawing funds from the Investment Wallet

4.1. An Investor has access to their Investment Wallet through the Platform's interface. The access allows to view the Investment Wallet balance and transactions and to add or withdraw funds to or from the Investment Wallet.

4.2. Investors may add funds to their Investment Wallet by wire transfer. All payments into the Investment Wallet must be made in Euros from the Investor’s account with a licensed bank or payment institution.

4.3. The maximum amount of payment into the Investment Wallet is EUR 250,000. The minimum amount of payment into the Investment Wallet is EUR 1,000. For payments of less than the minimum amount and payments from outside of the SEPA system, Capitalia applies fees according to its Pricelist.

4.4. Investors may withdraw the positive balance reflected in their Investment Wallet less reserved amount at any time and in any amount by instructing Capitalia accordingly. Funds may be withdrawn only to the Investor's account with a licensed bank or payment institution. For payments outside of the SEPA system, Capitalia applies fees according to its Pricelist.

4.5. Capitalia instructs Lemonway to debit the Investor’s Investment Wallet for the value of Investments made by the Investor and for Capitalia’s fees and commissions.

4.6. Capitalia instructs Lemonway to credit the Investor's Investment Wallet for the payments made by the Company on Investments held by the Investor.

4.7. Capitalia may, at its discretion, impose restrictions or requirements on the minimum or maximum amounts of funds that can be held in the Investment Wallet.

5. Making Investments

5.1. Capitalia publishes on the Platform a Crowdfunding offer form for each new proposed Loan. Capitalia applies reasonable due diligence to verify the data and information submitted by the Company, but can not guarantee completeness or correctness of the information.

5.2. Capitalia prepares and publishes a Crowdfunding offer form that contains its assessment of the credit risk of the proposed Loan with a summary of analysis conclusions. Assessment of the credit risk includes the risk category of the proposed Loan.

5.3. On the Platform, an Investor approves their Investment in a particular Loan by submitting an Investment Application.

5.4. Once an Investment Application is submitted, Capitalia debits the amount of the Investment from the Investment Wallet of the Investor, thereby reducing the balance available for other Investments or withdrawals from the Investment Wallet.

5.5. If the Investor does not have sufficient funds in the Investment Wallet to make an Investment, they have to add funds within 3 (three) Business days after submitting the Investment Application. If the Investor fails to do this, Capitalia may cancel the Investor's Investment and cancel the funds' reservation.

5.6. Capitalia at its discretion may require that for a particular Loan or a Loan category Investment Application can be submitted only if an Investor has sufficient funds in the Investment Wallet.

5.7. As soon as the total amount (or minimum indicated amount, as the case may be) of a Loan is subscribed to by Investment Applications, the Loan Agreement is signed and all conditions precedent for Loan disbursal are met, Capitalia instructs Lemonway to credit the Company’s payment account with Lemonway, which constitutes disbursal of the Loan. The funds are then withdrawn to the Company's account with a licensed bank or payment institution.

5.8. Investment is considered to be lent to the Company via the Crowdfunding services of Capitalia when the Loan Agreement is signed with the Company. If the Loan Agreement is not concluded within one month since submission of the Investment Application, the Investment is canceled and the funds are returned to the Investors' Investment Wallets.

6. Auto-Invest

6.1. In addition to filling out and submitting an Investment Application on the Platform manually for the particular Loan, the Investor can make Investments by activating the Auto-invest function in the Investor's profile on the Platform.

6.2. The auto-invest function allows the Investor to invest a pre-determined Investment amount in Loan projects based on:

6.3. The Investor may at any time de-activate the Auto-invest function or change the criteria of the Auto-invest application.

6.4. By activating the Auto-invest function, the Investor authorizes Capitalia to generate and submit Investment Applications on the Investor's behalf for Loans that match the criteria stipulated in the Auto-invest investment strategy set up by the Investor.

6.5. If the Loan amount sought by the Company is smaller than the amount that would be received if all Investors, whose Auto-invest investment strategy criteria match the Loan characteristics, would invest via Auto-invest a sum of “Investment in one project” as indicated in their Auto-invest investment strategy, then Capitalia will allocate investment opportunity between Investors on a nondiscriminatory basis. To this end, each Investor who is using the Auto-invest function is added to the queue kept in Capitalia's information system. The investment opportunity is allocated, starting with the beginning of the queue, without partial allocation (if the Investor’s set investment amount exceeds the available investment amount, the system gives the next Investor in the queue the opportunity to invest). An Investor who was allocated an investment opportunity is then moved to the end of the queue.

6.6. Capitalia reserves the right to terminate or pause the Auto-invest function of the Platform or change available criteria for the Auto-invest investment strategy set up at any time without prior notice to Investors.

7. Repayment of the Loans

7.1. Loan payments by the Companies, credited into the respective Company's payment account with Lemonway, are distributed to Investors’ Investment Wallets in proportion to their Investments in the Loan within 2 (two) Business Days, after deducting:

7.2. Capitalia shall withhold taxes on the Investors' income from the Platform in accordance with applicable legislation.

7.3. If the Loan was issued with Buyback Guarantee, Capitalia shall buy and the Investor shall assign to Capitalia the Investment (part of the Loan held by the Investor) within 30 days after the Loan becomes Defaulted Loan. The assignment becomes effective after notice is sent by Capitalia to the Investors, and the assignment price is paid to the Investors by Capitalia. The assignment price is set to be equal to the unpaid principal of the Loan and unpaid interest of the Loan for the period not exceeding 90 days.

8. Management of the Loans

8.1. By virtue of providing Crowdfunding services to Investors and Companies, Capitalia is authorized to manage contractual relationships under the Loan Agreement in the interests and on behalf of Investors.

8.2. As a part of the Crowdfunding services Capitalia may:

8.3. If the Loan is restructured (see Section 1.23) to prevent it from becoming defaulted, Capitalia may change the Loan repayment schedule, Loan repayment term and modify other terms of the Loan Agreement an unlimited number of times if modification increases the likelihood of Loan recovery, and provided that:

8.4. In regard to Defaulted loans, to increase the likelihood of maximum possible recovery of the Loan in the estimation of Capitalia or its advisors, in addition to the powers given to it in Section 8.3., Capitalia may:

8.5. In case the Company has defaulted under the Loan Agreement, and if by the estimation of Capitalia and its advisors, the debt collection can yield a positive return (collected payments will cover the costs of the collection), Capitalia will initiate debt collection procedures in line with its established practice to ensure maximum possible repayment of the Loan. Capitalia may sell the Loan to the debt collection company if selling the Loan is the best option in terms of maximizing recovery, after taking into account costs and uncertainty associated with other collection approaches.

8.6. Regular information on the debt collection results will be provided to the Investors via the Platform. However, Capitalia assumes no liability for the repayment of the Loans.

8.7. In case the Company has defaulted under the Loan Agreement and Capitalia has started its debt collection procedures, any collected amount is distributed to the Investors in proportion to their Investment after Capitalia has withheld its expenses related to such debt collection. The abovementioned collection expenses are disclosed on the Platform and further details can be provided to the Investors upon request.

8.8. Capitalia will ensure the monitoring of the Company in line with its established monitoring policies. Investors will be notified via the Platform of any significant negative developments with regard to the ability of the Company to fulfill obligations under the Loan Agreement.

8.9. Capitalia concludes Loan Agreement with Company and Collateral Agreement with Company or other parties, without identifying all Investors participating in a Loan, but disclosing the fact that Loan is being made in the course of Crowdfunding Services on behalf of Investors. If applicable local legislation allows, this information is included in the public registration of Collateral. Copy of executed Loan Agreement is available to the Investors through the Platform once it is concluded.

8.10. Capitalia may disclose Investors participating in a Loan to the Company if required by law, including for tax administration purposes.

8.11. An Investor may not execute their creditor’s rights against the Company under the Loan Agreement individually, including claiming payments directly from the Company, bringing claims against the Company in the courts, etc. An investor may not contact the Company directly regarding the Loan Agreement.

8.12. If Capitalia believes that it is in the best interest of the Investors to make modifications in a Loan Agreement or to approve a Loan collection solution (for a Defaulted Loan), but such a decision would exceed the powers given to Capitalia by Sections 8.1. to 8.5. of these Terms and Conditions, Capitalia may seek approval of the decision by the Investors' vote as described in the Section 8.13. below.

8.13. To conduct the Investors' vote, Capitalia sends a proposed decision together with a rationale for it to the Investors via the Platform and separately by e-mail. The Investors are given sufficient time to consider the proposal. The time for voting may not be less than 3 (three) days. Investors may respond with a vote for or against the proposal. The decision is approved if a majority of the Investors (by the amount invested in the Project) vote for the proposal.

9. Termination of the contractual relationships

9.1. If the Investor violates these Terms and Conditions, provides false documents or misleading information, or uses the Platform for any unlawful purposes, Capitalia has a right to immediately unilaterally terminate contractual relationships for providing Crowdfunding Services.

9.2. If Capitalia has a justified reason to suspect money laundering, terrorism financing, or fraudulent or other illegal activity in regard to the Investor's activity, Capitalia has a right to suspend the Investor’s Profile or terminate contractual relationships immediately. Likewise, Capitalia terminates contractual relationships if the Investor becomes subject to national or international sanctions, or if continuing business with the Investor would otherwise lead to the breach of the national or international sanctions regime.

9.3. The Investor has a right to unilaterally terminate contractual relationships at any time.

9.4. If notice to terminate contractual relationships is given by Capitalia or Investor, but the Investor has active Investment, the Investor’s Profile is suspended, meaning that the Investor may not make any more Investments, but the Investor remains Party to the Crowdfunding Services until all their Investments are not active anymore. As soon as the Investor does not have active Investment, the Investor's Profile is closed, and contractual relationships are terminated.

9.5. To ensure the provision of Crowdfunding Services in the event of insolvency or voluntary dissolution of Capitalia, Capitalia shall adopt relevant measures for ensuring the continuity of the provision of servicing of existing contracts and for sound administration of relevant agreements and other documents.