User Terms

1. General

1.1. Platform Overview: This Platform is managed by Valvest and offers real estate investment opportunities. These user terms outline how to use the Platform, covering user rights, responsibilities, interactions, and the relationship with Valvest.

1.2. Payment Processing: By registering and using your account, you agree that all payment processing services and bank accounts are managed by Online Payment Platform (OPP). This is governed by the OPP Terms of Use where OPP may make updates from time to time. You also agree to provide accurate and complete information about yourself and your business to Valvest and authorize Valvest to share this information and transaction data with OPP for payment processing.

1.3. Investment Opportunities: The Platform enables users to invest in various real estate investment opportunities provided and executed by Valvest. The Platform does not facilitate crowdfunding, and crowdfunding regulations do not apply.

1.4. Privacy Policy: The Platform's Privacy Policy applies to all users and is accessible on the Platform's website or via the provided link.

1.5. Glossary Terms: Terms defined in the glossary are used for interpreting these User Terms and other related documents.

1.6. No Deposit Guarantee: The services offered by the Platform are not covered by any deposit guarantee scheme.

1.7. Copyright: The content on the Platform is protected by copyright and owned by Valvest. If you believe your copyright has been infringed, it is not our intention. Please contact us, and we will review the content and, if necessary, remove or amend it within 24 hours.

1.8. Usage Restrictions:

• a. You may only use this website for viewing, registering as a user, managing your account, making investments, or using the available functionalities for legitimate purposes.
• b. You agree not to duplicate, download, store, reproduce, print, or otherwise use the Platform's content without prior written consent from Valvest. Automated systems or software for data extraction or transaction execution are prohibited without prior consent. However, you may extract necessary content, such as account data, for personal use.

2. User Registration Requirements

2.1. Agreement: By registering, you confirm that you have read, understood, and agree to these User Terms.

2.2. Investors: Both individuals and entities can act as Investors.

2.3. Financial Institution: Users must have an active account with a licensed financial institution in the European Economic Area to make investments.

2.4. Age Requirement: Users must be at least 18 years old to invest.

2.5. Entity Representation: Entities can invest through a designated representative who is a natural person and a registered user. This representative must already be a registered user before submitting a registration application on behalf of the entity.

2.6. Accurate Information: Users must ensure their personal, contact, and other information is always accurate and up to date. Users are responsible for updating their information on the Platform or informing Valvest of any changes. Valvest is not responsible for any omissions by the User.

2.7. US Persons: US persons, as defined by “Regulation S” of the US Securities Act 1933, the US Commodity Exchange Act, and the Internal Revenue Code of 1986, as amended and interpreted under FATCA and the corresponding Intergovernmental Agreement with the US (IGA), are not permitted to invest. Investments on the Platform cannot be offered, sold, or transferred to or for the benefit of such US persons. This restriction also applies to persons from Canada, Australia, and Japan.

2.8. Additional Requirements: Valvest reserves the right to refuse registration at its discretion, impose additional registration requirements, or change existing requirements at any time. Users who do not meet the specified requirements can only register with Valvest’s written consent.

3. User Identification

3.1. Registration Requirements: To register, you must provide an email address, select a password, and submit any other required information. Valvest may set specific requirements for the User ID and password and may require periodic updates for security reasons.

3.2. Identity Verification: Users must provide all necessary information and documents for identity verification to Valvest or OPP. This includes verifying the identity of the User, their Ultimate Beneficial Owners (UBOs), and any related persons if needed. Registration will be denied if any documents provided are invalid.

3.3. Rejection of Applicants: Valvest and/or OPP will reject applicants involved in or suspected of money laundering, terrorism financing, fraudulent activities, or other illegal activities. Applicants subject to international sanctions will also be rejected.

3.4. Transaction Representation: Users can conduct transactions personally or through a representative. Valvest is not responsible for claims arising from the actions of a representative.

3.5. Proof of Representation: Users must provide proof of representation upon request and inform Valvest immediately of any changes or termination of representation rights.

3.6. User Credentials: User credentials are personal and used to verify identity on the Platform. Valvest may allow login through social media accounts like LinkedIn, or other secure identification methods.

3.7. Unauthorized Access: Users must not share their login credentials with third parties. Valvest assumes that anyone using the User ID and password is authorized to act on behalf of the User. Valvest is not liable for unauthorized logins resulting from the User's or third parties' actions. Valvest may restrict User rights or refuse instructions if there is a risk of unauthorized access.

4. User Account

4.1. Account Limitation: Each user is allowed one personal User Account. A natural person may have one User Account.

4.2. Fund Information: The Platform Account displays information about funds available for investing. Funds transferred by Users are kept separate from Valvest's own funds. Valvest does not calculate or pay any interest on the funds held in the User Account. Third-party service providers may be engaged for holding payment accounts and performing transactions with User funds.

4.3. Fund Transfers: Users can transfer funds to their account for transactions and withdraw available balances. The Platform or third-party payment service providers may impose restrictions or requirements on the minimum or maximum amounts of funds in the User Account.

4.4. Reserved Funds: When a User makes a transaction, the positive balance of the User's funds in the User Account is reserved until the payment arising from such transaction is made. No other transaction or withdrawal can be made using these reserved funds.

4.5. Transaction Funds: Funds transferred to the User Account may be used for transactions on the Platform or for any other actions permitted under these User Terms. Valvest may use these funds to settle any claims, debts, or other obligations owed by the User to other Users, third parties, or Valvest itself.

4.6. Personal Transfers: Users may only transfer funds to their User Account from a payment account that is registered in their own name.

4.7. Account Rights: Users are not allowed to share, pledge, or transfer their User Account rights without prior consent from Valvest. Users must not disclose their User ID, password, or any other means of accessing the User Account to third parties. Valvest is not responsible for actions or transactions completed by others using the User's credentials.

4.8. Identity Verification Compliance: To prevent money laundering and terrorist financing, Valvest may:

• a. Regularly verify the identity of the User, their representative, and any associated third party, and request additional documents and information (such as residency, tax residency, owners, directors, and beneficial owners of the legal entity).
• b. Regularly request information about the activities of the User and related parties, including counterparties, transactions, and business activities, as well as documents concerning the origin of the User's funds or wealth.
• c. Require the User to provide any other necessary documents and information for due diligence and/or sanctions compliance.

4.9. Non-Compliance: Failure to comply with identity verification requirements may result in service restrictions, refusal to provide services, or account termination. Valvest may impose temporary or permanent restrictions on the use of the service or terminate agreements if Users fail to meet these conditions.

4.10. Right to Refuse Account Opening: Valvest reserves the right to refuse to open a User Account for valid reasons, such as:

• a. Providing incorrect or incomplete information intentionally or through gross negligence.
• b. Failing to provide sufficient information or documents for identity verification.
• c. Suspected involvement in organized crime, money laundering, terrorist financing, or violation of sanctions.
• d. High-risk status under anti-money laundering and anti-terrorist financing rules.
• e. Engaging in activities without a valid license or business entitlement.

4.11. Account Blocking: Valvest may block a User Account and/or restrict use of the service if:

• a. Suspected of money laundering, terrorist financing, or other criminal offenses.
• b. Linked to a person or entity under sanctions.
• c. Funds or assets in the User Account are suspected to have criminal origins.
• d. Failing to provide required documents for representation verification.
• e. Incorrect or contradictory information about the User’s representation.
• f. The need to prevent damage to Valvest, the User, or a third party.

4.12. Unblocking Accounts: Valvest will unblock the User Account once the reason for blocking has been resolved.

4.13. Liability for Blocking: Unless otherwise required by law, Valvest is not responsible for any loss or damage resulting from the blocking of a User Account.

5. Investor Rights and Obligations

5.1. Rights of Investors:

5.1.1. Access to Information: Investors have the right to access all project information and related documentation equally with other investors.

5.1.2. Investment Choice: Investors can choose their preferred loan amount, considering the limits set out in these User Terms and the funds available in their account, and invest in their preferred loan project.

5.1.3. Loan Status Updates: Investors are entitled to receive information about the status of their Loan Agreements.

5.1.4. Loan Repayments: Investors have the right to receive loan repayments, interest payments, and other applicable payments from Valvest according to the principal terms of the Loan Agreement.

5.1.5. Claim Assignment: Investors can assign claims derived from Loan Agreements in accordance with these User Terms.

5.1.6. Delay Information: In case of payment delays under Loan Agreements, Investors will receive information about the delay status.

5.2. Fair Treatment: Valvest shall treat all Investors in a loan project fairly and equally.

5.3. Investor Obligations:

5.3.1. No Direct Claims: Investors must not contact the owner of the real estate securing the Loan Agreement, the suretyship provider, guarantor, or any other person connected to Valvest regarding the Loan Agreement.

5.3.2. No Independent Actions: Investors must not independently claim amounts owed under the Loan Agreement directly from Valvest or initiate enforcement proceedings or other actions towards the collateral securing the debt obligation.

6. Loan Agreements

6.1. Verified Investors: Only verified Investors can enter Loan Agreements.

6.2. Separate Agreements: Loan Agreements are entered into via the Platform, with each instance of funding forming a separate Loan Agreement. Each Investor enters into a separate Loan Agreement with the Borrower, and multiple investments in the same project are treated as separate Loan Agreements.

6.3. Funding Targets: If the minimum funding target is not reached by the end of the Funding Period, the agreements terminate, and reserved and invested funds are returned to Investors.

6.4. Disbursement: Once the requested amount is aggregated, the loan amount is disbursed to the Valvest’s bank account. Until disbursement, the funds are held in a designated payment account at OPP.

6.5. Document Preparation: After the Loan Agreement is established, Valvest prepares and provides the Loan Agreement documents in PDF format, making them available to the Investor through the Platform.

7. Auto Invest

7.1. Feature Use: Investors can automate their investments by using the Auto Invest feature, which allows them to enter into Loan Agreements automatically.

7.2. Sufficient Funds: Investors must maintain sufficient funds in their account to enable Auto Invest to operate according to their specified criteria. Auto Invest will never invest more than the available balance in the User Account.

7.3. Automated Instructions: By activating Auto Invest, the Investor authorizes Valvest to automatically enter into Loan Agreements on their behalf if the Project meets the criteria specified by the Investor in their User Account.

7.4. Fund Allocation: Valvest will allocate funds from the User Account based on the amount specified by the Investor through the Auto Invest feature.

7.5. Priority and Investment Allocation: Investors using the Auto Invest feature are given priority when a new Project is published on the Platform, as long as the Project meets their specified criteria.

7.6. Notifications: Investors will receive email notifications for any Loan Agreements made on their behalf through Auto Invest.

7.7. Discretionary Rights: Valvest retains the right to discontinue offering the Auto Invest feature to any Investor at its discretion or to limit the use of specific functions or settings within the Auto Invest feature.

7.8. Interest Rate Criteria: If an Investor sets an interest rate as an investment criterion, Auto Invest can include loans that meet this rate.

8. Confirmation of Transactions

8.1. Transaction Confirmation: Users must confirm transactions by entering their password.

9. Payment and Calculation Procedures

9.1. Sufficient Funds: Users must ensure they have sufficient funds in their account to meet their obligations by the due date. This includes having free funds available no later than the day when the financial obligation becomes due.

9.2. Value of Security: Investors recognize that the value of the security can decrease due to factors beyond the control of Valvest, such as fluctuations in the real estate market. Valvest is not liable for changes in the value of the security or loan-to-value ratio presented in the project description.

9.3. Set-Offs and Withholdings: Users cannot perform their financial obligations through set-off or make withholdings or deductions from payable amounts without prior consent from Valvest, given in a format reproducible in writing.

9.4. Minor Delays: Delays of up to 7 calendar days in fulfilling financial obligations, such as loan repayments or interest payments, are not considered breaches of the User's obligations.

10. Notices

10.1. Delivery: Valvest will deliver notices to users through the Platform and/or via email. Valvest may also choose to send notices using other means, such as the contact information provided by the User during registration or updated afterward.

10.2. Receipt: Notices delivered through the Platform or sent via email to the email address provided by the User are considered received and acknowledged 24 hours after they are sent.

11. Amendments

11.1. User Terms Updates: Valvest may unilaterally update these User Terms, and the changes will take effect once published on the Platform. Users will be notified of any changes and informed of their right to discontinue using the Platform if they do not agree with the amendments. Non-approval of these amendments will not affect the servicing of the existing loan portfolio. Each Loan Agreement will adhere to the User Terms version in force when the agreement was concluded.

12. Transfer of Rights

12.1. Consent Required: Users cannot assign or transfer the rights and obligations from Loan Agreements and/or these User Terms to a third party without Valvest's consent.

12.2. Valvest Rights: Valvest has the right to assign the rights and obligations arising from Loan Agreements to third parties.

13. Governing Law and Disputes

13.1. Jurisdiction: These User Terms and other circumstances, actions, and transactions relating to the use of Valvest are governed by the laws of the Netherlands.

13.2. Dispute Resolution: Any disputes arising from these User Terms between Valvest and a User on the other shall be subject to the jurisdiction of the court in Amsterdam, The Netherlands.

Term meaning