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General Loan Terms

Version: 01-06-2024

1. General

1.1. General Loan Terms

These General Loan Terms apply to all loans provided by an Investor through the Platform. When combined with the Specific Loan Terms agreed upon for each loan, they form a complete Loan Contract for that particular loan. In this document, Valvest Finance B.V. is referred to as Valvest and User(s) that have made an investment through the Platform are referred to as Investor(s).

1.2. Loan Contracts

Each individual Loan Contract between Valvest and an Investor consists of i) the General Loan Terms, ii) the Specific Loan Terms and ii) the User Terms. The relationship between an Investor and Valvest, including how certain rights and obligations under a Loan Contract are carried out, is governed by User Terms. Both Valvest and Investors can require each other to adhere to them.

1.3. Rights and Limitation of Rights

The Investor’s rights and limitations are outlined in clause 5 of the User Terms. To ensure fair and equal treatment of all Investors involved in the Project, an Investor must consider the interests of other Investors when enforcing its rights. Valvest must treat all Investors involved in the individual Loan Contracts for the Project equally in similar circumstances. Each Investor can demand Valvest to fulfill the relevant obligations, while taking to the applicable User Terms into account.

1.4. Cancellation of Loan Contract

An Investor can cancel a Loan Contract only if all other Loan Contracts for the same project are canceled simultaneously. Investors must exclusively communicate with Valvest through the Platform regarding ongoing Loan Contracts.

2. Loan

When a User makes an investment through the Platform, a Loan Contract is established according to the User Terms. The Investor agrees to provide a specified amount of money to Valvest as a loan, and Valvest agrees to repay this amount. Details such as the currency, amount, repayment method, and other specifics are outlined in the Specific Loan Terms for that loan.

3. Transfer of the Loan Amount

3.1. Before the loan amount is transferred to Valvest, it is held in a separate account in Valvest’s name managed by Stripe. Valvest can only withdraw these funds once the Funding Target has been reached and the Loan Contract has become effective.

3.2. The loan amount is transferred to Valvest’s accounts following the User Terms once these conditions are met:

3.1. Before the loan amount is transferred to Valvest, it is held in a separate account in Valvest’s name managed by Stripe. Valvest can only withdraw these funds once the Funding Target has been reached and the Loan Contract has become effective.

a. During the Funding Period, aggregate Loan Contracts must be established for at least the minimum Funding Target specified in the Project.

b. Valvest must establish the specified security in favor of the Investors within 30 days after the Funding Period ends, for secured loans that have security requirements included in the Specific Loan Terms.

3.3. The loan amount will not be transferred if, on the proposed transfer day, any events or circumstances described in clause 14.3 exist or would occur because of the transfer.

4. Purpose of the Loan

When a User makes an investment through the Platform, a Loan Contract is established according to the User Terms. The Investor agrees to provide a specified amount of money to Valvest as a loan, and Valvest agrees to repay this amount. Details such as the currency, amount, repayment method, and other specifics are outlined in the Specific Loan Terms for that loan.

5. Repayment of the Loan

5.1. Valvest must repay the loan amount to the Investor as specified in the Specific Loan Terms

a. If the Specific Loan Terms state that the loan is to be repaid in full at the end of the loan period, Valvest must repay the entire loan amount on the last day of the specified loan period.

b. If the Specific Loan Terms require the loan to be repaid in installments according to a repayment schedule, Valvest must make payments in installments. Each repayment date and amount are specified in a repayment schedule referred to in clause 8 (Repayment Schedule and Interest Payment Schedule) of these General Loan Terms.

c. If the project involves multiple properties, including those developed within the Project, and the Specific Loan Terms allow repayment in installments upon the sale of each property, Valvest must repay the loan in installments upon each sale. The repayment rate is set out in the Specific Loan Terms, with the full loan amount to be repaid no later than the last day of the loan period.

6. Prepayment of the Loan

6.1. Valvest can prepay the loan in full earlier than scheduled by following the procedure in the User Terms.

7. Interest

7.1. Valvest must pay interest on the loan.

7.2. The interest rate is specified in the Specific Loan Terms as an annual percentage rate. A higher interest rate may be set by Valvest for an Investor who invests a larger amount than specified in the Specific Loan Terms.

7.3. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, all shall accrue daily on the outstanding loan balance for as long as the loan amount is utilized by Valvest, until it is repaid according to the Loan Contract.

7.4. Valvest must pay interest at the frequency specified in the Specific Loan Terms:

a. If the loan is to be repaid in full at the end of the loan period, interest for the entire period must be paid no later than the last day of the loan period.

b. If the loan is to be repaid in full at the end of the loan period but interest is payable periodically (monthly, quarterly, semi-annually, or annually) according to the interest payment schedule, Valvest must make these periodic interest payments as specified in the repayment and interest payment schedule referred to in clause 8 (Repayment Schedule and Interest Payment Schedule) of these General Loan Terms.

c. If the loan is to be repaid in installments according to the repayment schedule, interest must be paid along with each repayment installment as specified in the relevant column of the repayment schedule.

7.5. If the loan is prepaid in full as outlined in clause 6 (Prepayment of the Loan), Valvest must pay any unpaid interest accrued up to the repayment date along with the principal loan amount.

8. Repayment Schedule and Interest Payment Schedule

8.1. The repayment and interest payment schedules for a loan are created and sent to the Investor according to the procedure in the User Terms when the loan amount is transferred to Valvest. These schedules are prepared according to the following principles:

a. If the repayment schedule type is "annuity payments," both the principal and interest are divided into equal periodic payments (monthly, quarterly, semi-annually, or annually) over the loan period.

b. If the repayment schedule type is "principal amount in equal installments," the principal is divided into equal periodic installments (monthly, quarterly, semi-annually, or annually), with interest added for the preceding period.

c. If the principal is to be repaid in a single payment at the end of the loan period, the interest for the entire period is divided into equal periodic payments (monthly, quarterly, semi-annually, or annually).

d. Payments may need to be made more frequently than monthly, quarterly, semi-annually, or annually if necessary to align with the loan repayment dates specified in the Specific Loan Terms or to ensure payments do not fall on non-working days or after the loan period ends.

8.2. The repayment and interest payment schedules may change due to amendments to the Loan Contract, payment delays by Valvest, or other similar events. If a revised schedule is sent to Investors by Valvest, it replaces the previous schedule.

9. Default Interest

9.1. If Valvest delays the performance of a financial obligation, it must pay default interest. This interest is calculated from the moment the obligation becomes due until it is fulfilled, taking into account the calculation method as outlined in clause 7.3 of these General Loan Terms, unless otherwise specified in the User Terms or Specific Loan Terms.

9.2. The default interest rate is the interest rate specified in the Specific Loan Terms plus an additional five percentage points (5%) per annum. For example, if the interest rate in the Specific Loan Terms is 10% per annum, the default interest rate is 15% per annum, calculated from the time the obligation becomes overdue until it is fulfilled.

10. Other Payments and Fees Related to the Loan Contract

10.1. Valvest must pay all fees and compensate for all losses, costs, and duties in a timely manner as required by the User Terms.

10.2. Valvest is responsible for the costs of concluding a notarized collateral agreement, mainly the notary fees, if this is required to correctly execute the obligations set out by the Loan Contract documents.

10.3. In cases specified in the User Terms, the fees and costs referred to in clause 10.1 are shown in the relevant column of the repayment schedule or interest payment schedule referred to in clause 8 (Repayment Schedule and Interest Payment Schedule). Valvest must pay these fees and costs on the repayment date or interest payment date in the amount shown in the relevant column opposite that date.

11. Other Obligations Related to Valvest's Activities

11.1. Valvest must avoid transactions and actions beyond its routine business activities that could significantly impair its ability to fulfill the obligations outlined in the Loan Contract documents. Specifically, Valvest may not:

a. Make payments to its owners (including shareholders), board members, or related parties, except for ordinary salaries or fees in the course of business, provided these payments are reasonable and comply with contractual or legal obligations.

b. Place encumbrances on its assets, including real property related to the project.

c. Sell the real property involved in the project or any other significant assets.

d. Reduce its share capital.

e. Undergo mergers, divisions, or transformations unless these actions were planned for in the Project.

11.2. Valvest must avoid actions that could significantly reduce the value or scope of the underlying property or hinder its enforcement.

11.3. Valvest must adhere to the Project provided to the Investor unless deviations do not harm the Investor's interests.

11.4. Valvest must insure its assets and activities against risks typical for similar projects and provide copies of insurance policies to the Investor upon request.

12. Notification Obligations of Valvest

12.1. Valvest must notify promptly as per the User Terms:

a. Upon becoming aware of any legal proceedings involving Valvest or its assets, including bankruptcy, arbitration, enforcement, or administrative actions if the obligations exceed €20.000.

b. Of any other significant events or circumstances regarding Valvest, its assets, or the project that could reasonably interest the Investor.

13. Payment Defaults and Other Breaches

13.1. If Valvest delays fulfilling any obligation:

a. Default interest will be calculated according to clause 9 (Default Interest).

b. Additional actions described in clause 12 (Payment Defaults and Other Breaches) of the User Terms may be taken.

c. The Investor may cancel the Loan Contract under clause 14.3 of these General Loan Terms.

13.2. Clauses 13.b and 13.c also apply if Valvest breaches any non-financial obligations or if there are grounds for extraordinary cancellation of the Loan Contract.

14. Termination of the Loan Contract

14.1. The Loan Contract ends when Valvest has repaid the principal loan amount and interest in full and has fulfilled all other financial obligations under the Loan Contract. The contract also ends if it is canceled or withdrawn.

14.2. The contract automatically terminates if the conditions in clauses 3.2 and/or 3.3 of these General Loan Terms are not met within the specified time, or if the loan amount is not transferred to Valvest as described in clause 3 of these General Loan Terms.

14.3. The Investor can cancel the Loan Contract in certain legal situations or if any of the following occurs:

a. Valvest is late on payments equivalent to two installments or one installment for more than 60 days, disregarding interest payments

b. Valvest fails to pay interest or any other financial obligation within 30 days of the due date.

c. Valvest breaches any obligations related to the purpose of the loan, other obligations, or significant non-financial obligations.

d. Information provided by Valvest is found to be false, misleading, or significantly inaccurate.

e. Bankruptcy, rehabilitation, or liquidation proceedings start against Valvest, or enforcement proceedings for monetary claims of at least €100,000.

f. The project’s secured property is sold, destroyed, or significantly damaged.

g. Another Loan Contract within the same project has grounds for extraordinary cancellation.

h. Control over Valvest changes or a significant portion of its assets are disposed of.

i. Any other financial obligation of Valvest or its representative is prematurely due due to a breach, or any related agreement is canceled due to a breach, unless the amount does not exceed €50,000.

j. Compulsory enforcement has begun on secured assets, or their value has significantly decreased.

14.5. In the event of 14.j, the Investor can cancel the Loan Contract if Valvest does not provide additional security within 30 days to restore the original security level.

14.6. A person is considered to have "control" over Valvest if they:

a. Own or control the majority of voting rights.

b. Control the majority of votes through an agreement with other partners or shareholders.

c. Have a dominant influence or control over Valvest’s operations or policies.

14.7. If the Loan Contract is canceled, the loan amount becomes immediately due.

14.8. The Loan Contract terminates without requiring full principal repayment if the Investor chooses to invest in a subsequent project by Valvest. The new investment offsets the previous Loan Contract.

15. Order of Application for Insufficient Payments

15.1. If a payment made under a loan document related to the loan is insufficient to cover all due obligations, it will be applied in the following order:

a. First, to cover the costs incurred for collecting the obligations (including costs related to actions mentioned in clause 13.1 of the General Loan Terms).

b. Second, to cover accrued default interest.

c. Third, to cover outstanding interest.

d. Fourth, to cover the outstanding principal amount of the loan.

e. Fifth, to cover all other payments and fees.

15.2. If the payment is not enough to fully cover all obligations within the same priority level mentioned in clause 16.1, it will be applied to cover those obligations in the order they became due or in any other order chosen by the Investor.

15.3. The order of payment application specified in clause 16.1 applies unless stated otherwise in the User Terms.

16. Procedure of Payments

16.1 All payments related to the Loan Contract must be made in full as outlined in the User Terms.

17. Time Units and Periods

17.1. Unless otherwise stated in the Loan Contract, all time units and periods mentioned in the Loan Contract are interpreted and determined according to the User Terms.

17.2. If a calendar month does not have a day that matches the payment date specified in the Specific Loan Terms, the last working day of that month will be considered the due date for payment.

18. Notices Relating to This Contract

All notices related to the Loan Contract must be delivered in the format and manner specified in the User Terms.

19. Transfer of Rights and Obligations

19.1. Valvest may assign or transfer its rights and/or obligations under the Loan Contract.

19.2. The Investor may assign or transfer their rights and/or obligations under the Loan Contract only with the prior consent of Valvest (or its legal successor).

19.3. Despite clauses 19.1 and 19.2, rights and/or obligations can only be assigned or transferred if explicitly allowed in the User Terms and must follow the procedure outlined therein.

20. Interpretation of the Loan Contract

Unless explicitly stated otherwise in these General Loan Terms, the rules and explanations in the User Terms apply to interpreting the Loan Contract. If the User Terms assign a specific meaning or explanation to a word or expression used in the Specific Loan Terms and/or these General Loan Terms, that meaning or explanation will also apply to the interpretation of the Specific Loan Terms and/or these General Loan Terms.

21. Conditions Not Regulated in the Loan Contract

For any matters not covered by the General Loan Terms, Specific Loan Terms and the User Terms, the parties will follow the applicable laws.

22. Governing Law and Procedure for Resolving Disputes

The governing law, jurisdiction, and dispute resolution procedures specified in the User Terms apply to both the Investor and Valvest.