GENERAL TERMS AND CONDITIONS OF THE LOAN AGREEMENT

I. GENERAL

1. The Loan Agreement is concluded as a crowdfunding transaction between:

  1.1. Funders (Lenders) represented by the crowdfunding platform UAB Inrento, number of legal entity 305519977, registered office address: Ramybės g. 4-70, LT-02103 Vilnius and;

  1.2. Project Owner (Borrower), i.e. the person specified in the Special Terms and Conditions of the Loan Agreement to whom the Loan amount is granted.

2. Hereinafter, in this Loan Agreement, the Lenders and the Borrower are collectively referred to as the Parties and each individually as the Party.

3. Lenders and Borrowers are familiar with these General Terms and Conditions of the Loan Agreement in advance and agree to them by registering on the Platform.


II. DEFINITIONS

4. Unless the context requires otherwise, the capitalised terms in this Loan Agreement shall have the meanings set forth in the table below:

4.1. Secondary Market

Platform functionality that allows Users to transfer their Rights to claim (or part thereof) to other Users or to acquire such Rights to claim from other Users.

4.2. General Terms and Conditions

General terms and conditions of this Loan Agreement.

4.3. Law

Law of the Republic of Lithuania on Crowdfunding.

4.4. Payment Schedule  

Schedule under which the Borrower must repay the Loan amount and pay Interest and (or) other amounts known in advance and payable under the Loan Agreement. The Payment Schedule is provided to the Parties on the Platform.

4.5. Operator  

Crowdfunding platform operator UAB Inrento, legal entity code 305519977, registered office address: Ramybės g. 4-70, LT-02103 Vilnius.

4.6. Account 

Unique Account of the Lender or the Borrower that has been opened in the system administered by the electronic money institution Paysera LT UAB.

4.7. Interest 

Remuneration for the granted Loan amount: Fixed Interest and Variable Interest payable by the Borrowers.

4.8. Fixed Interest  

Remuneration for the granted Loan amount, calculated for each calendar day based on the actual balance of the Loan amount, assuming that there are 365 days in a year and the month consists of a calendar number of days.

4.9. Variable Interest 

Remuneration for the granted Loan amount, which depends on the Project performance.

4.10. Increased Interest rate 

The Fixed Interest rate that the Borrower undertakes to pay in the event that the real estate provided for in the Special Terms and Conditions is not leased on market terms within the term specified in the Loan Agreement. 

4.11. Application

A public offer to conclude a Loan Agreement submitted on the Borrower's Platform in accordance with the terms agreed in advance with and approved by the Operator.

4.12. Lender 

Funder (natural or legal person) who is a party to the Loan Agreement and who has provided the Loan amount to the Borrower using the Platform.

4.13. Borrower  

The Party to the Loan Agreement to which the Loan amount is granted and which is specified in the Special Terms and Conditions of the Loan Agreement.

4.14. Loan amount 

The amount funded by the Lenders, provided as a loan to the Borrower, which the Borrower must repay in accordance with the terms of the Loan Agreement.

4.15. Loan Agreement  

The Loan Agreement, which consists of the General Terms and Conditions and the Special Terms and Conditions, including all annexes, amendments and/or modifications.

4.16. Service rates 

The fees payable to the Operator for the services rendered, published on the Platform.

4.17. Share of profit 

Remuneration for the Loan amount granted, which is calculated as part of the profit from the successful implementation of the Project and the sale of real estate. 

4.18. Platform 

The Operator-administered crowdfunding platform, available on www.inrento.com through which the Lenders provide crowdfunding funds to the Borrower.
4.19. ProjectProject prepared for business, professional, scientific, research and other purposes, excluding consumption, and published on the Platform, for the implementation whereof the Project Owner seeks to attract crowdfunding funds.

4.20. Project property

Real estate indicated in the Special Terms and Conditions of the Loan Agreement in respect whereof the Project will be carried out, which will be leased during the Project implementation period and after the sale whereof the Lenders are obliged to pay a Share of profit. 

4.21. Rights of claim

The Lender's rights to claim to the Borrower under the Loan Agreement, the amount whereof is specified in the Special Terms and Conditions with all rights related to or arising from them.

4.22. Special Terms and Conditions  

Contract between the Lenders and the Borrower on the Special Terms and Conditions of the Loan Agreement, Payment Schedule, as well as the Borrower's Application published on the Platform and all actions performed by the Lender's on the Platform to fund the Borrower in accordance with the published Application. 

4.23. Related Person 

A person who has assumed any obligations to the Operator and/or the Lender under the Collateral transactions for the benefit of the Borrower.

4.24. Collaterals 

The measures provided in the Special Terms and Conditions of the Loan Agreement by which the Borrower or other third party ensures the performance of this Loan Agreement (e.g. mortgage, surety, guarantees, etc.).


5. Other capitalised terms in this Loan Agreement shall have the meanings set forth in the Contract on the Use of the Platform, the Law and other applicable laws.


III. SUBJECT MATTER OF THE LOAN AGREEMENT

6. Under the terms and conditions specified in the Loan Agreement, the Lenders undertake to provide the Loan amount to the Borrower by means of crowdfunding, and the Borrower undertakes to repay the Loan amount under this Loan Agreement and:

  6.1. To pay Fixed Interest;

  6.2. To pay Variable Interest;

  6.3. To perform other obligations specified in the Loan Agreement.

7. The Borrower undertakes to use the Loan amount (in whole or in part) solely for the intended purpose of the Loan amount, which is indicated in the Special Terms and Conditions of this Loan Agreement and to collect and keep the supporting documents until the fulfilment of all obligations under the Loan Agreement. This is a material condition of the Loan Agreement. 

8. Upon receipt of a written request from the Operator, the Borrower undertakes to immediately, but no later than within 3 business days, provide the Operator with the requested evidence substantiating that the Loan amount has been used for its intended purpose.

9. The Parties note that the Operator shall have the right to check the following both before the disbursement of the Loan amount and at any time after the disbursement of the Loan amount and implementation of other conditions of the Loan Agreement: 

  9.1. Correctness and accuracy of the information provided by the Borrower and the Related Persons, request the submission of additional documents or information necessary to ascertain the ability to perform the Loan Agreement; 

  9.2. Various circumstances of the use of the Loan amount for the intended purpose;

  9.3. Project progress, income received by the Borrower from the Project, expenses incurred, documents confirming this. 

10. The Operator shall have the right, but in no way the obligation, to request additional information from the Borrower and to perform inspections in accordance with the procedure provided for in clauses 7 – 9 of the General Terms and Conditions. 


IV. CONCLUSION OF THE LOAN AGREEMENT

11. The Borrower shall have the right to withdraw the Application only until the moment of publication of the Application on the Platform.

12. Upon the Lender's commitment to provide funding for the selected Project on the Platform in accordance with the published Application, such action of the Lender is irrevocable and the Lender shall have no right to cancel its obligation to grant the loan.

13. The Loan Agreement is a crowdfunding transaction and is concluded by crowdfunding on the Platform. The Loan Agreement is considered concluded from the moment of successful funding of the full amount of the Application on the Platform. 

14. The Parties agree that the actions performed by the Borrower and the Lender on the Platform and the data provided are considered sufficient to express the will and intention to enter into the Loan Agreement, and the Application and the proposal based on it regarding the specific terms and conditions for granting the Loan amount is considered as one original document and shall be treated in the same way as a document made in writing, which has the same legal consequences as a document certified by the signature of the Borrower and the Lender on each of its pages.

15. In exceptional circumstances, with the written consent of the Operator, the Borrower may withdraw the Application published on the Platform, and the Lender may withdraw the obligation to provide funding for the Project.

 

V. PROCEDURE FOR DISBURSEMENT OF THE LOAN AMOUNT

16. Once the Lenders have funded the full Loan amount sought to be collected as specified in the Borrower's Application, this amount shall be transferred to the Borrower's Account in accordance with the procedure provided for in the Loan Agreement. For this purpose, the Lenders confirm that the Operator shall have the right to credit the amount of funding offered by the Lenders from the Lenders' Account to the Borrower's Account.

17. The Loan amount or part thereof shall be disbursed to the Borrower only if all the following conditions are met:

  17.1. The Borrower has duly provided all Collaterals in a manner and form acceptable to the Operator; 

  17.2. The Borrower shall submit to the Operator a preliminary assessment performed by a property appraiser agreed in advance with the Operator, as specified in the Special Terms and Conditions of the Loan Agreement;

  17.3. None of the grounds for termination specified in these General Terms and Conditions exists, regardless of when it became apparent and, in the opinion of the Operator, there is no reason to believe that any such ground may arise in the future;

  17.4. Other obligations of the Borrower under this Loan Agreement, the Contract on the Use of the Platform and other agreements concluded between the Operator, the Lender and the Borrower are duly performed;

  17.5. Other conditions specified in the Special Terms and Conditions of the Loan Agreement, to which the disbursement of the Loan amount is related, have been duly fulfilled;

  17.6. The Borrower has provided all the documents requested by the Operator confirming full and complete information on the Borrower's financial situation and the sources of income required to make payments under the Loan Agreement;

  17.7. There are no existing or future encumbrances on the mortgaged property, unless otherwise provided in other terms and conditions of the Loan Agreement;

  17.8. The Borrower has submitted all the specific documents requested relating to the Collaterals, the financial standing of the Borrower or the Related Person (if any);

18. All conditions specified in clause 17 of these General Terms and Conditions, as well as the conditions specified in the Special Terms and Conditions, to which the disbursement of the Loan amount to the Borrower is related, must be fulfilled in a manner and form acceptable to the Operator. The Operator shall have the sole discretion to unilaterally assess whether or not the specific conditions mentioned above, which are attached to the disbursement of the Loan amount, have been properly met. 

19. The Operator shall have the right to unilaterally (without prior notice) terminate this Loan Agreement without any consequences for itself and the Lenders, by notifying the Borrower thereof, if within 20 days from the date of funding the Application any of the conditions specified in clause 17 of these General Terms and Conditions, the application whereof has been agreed by the Parties, are not met.

20. The Operator shall have the right, at own discretion, not to apply one or more of the conditions provided for in clause 17 of these General Terms and Conditions in respect of the Borrower. 


VI. CONDITIONS FOR REPAYMENT OF THE LOAN AMOUNT

21. The Borrower shall repay the Loan amount and pay the Interest within the terms set in the Payment Schedule. By the end of the Loan repayment term, the Borrower must repay the full amount of the Loan and pay Interest, as well as make any other payments related to the Loan Agreement.

22. The Borrower undertakes to repay the Loan amount at the frequency specified in the Payment Schedule, together with the following provided for and calculated in accordance with the Loan Agreement:

  22.1. Fixed Interest;

  22.2. Variable Interest;

  22.3. Share of profit (after successful implementation of the Project).

23. The Fixed Interest payable to the Lenders on the Loan amount starts to be calculated on the day (inclusive) on which the full amount of the Application is successfully funded on the Platform. Project.
 
24. The Variable Interest payable to the Lenders shall be calculated at the frequency provided for in the Special Terms and Conditions by providing the Borrower with all required information on the income received and expenses incurred in connection with the Project property.

25. The Share of profit payable to the Lenders is calculated at the end of the term of the Loan Agreement upon successful implementation of the Project and sale of the acquired real estate:

  25.1. After the implementation of the Project and sale of the Project property, the Borrower shall provide the Operator with all information related to the implementation of the Project and the sale of property;

  25.2. The Operator calculates and submits to the Borrower the amount of the Share of profit payable under the Special Terms and Conditions.

26. All payments under the Loan Agreement must be made by the Borrower independently taking active actions. All payments under the Loan Agreement must be made from the Account opened in the name of the Borrower to the account specified in the Special Terms and Conditions. 

27. If the Borrower wishes to make a payment from an Account not opened not in his own name or a third party wishes to make a payment under the Loan Agreement for the Borrower – the Operator must be duly informed in writing of such actions, no later than 10 business days prior to the planned payment, in addition, the purpose of the payment must clearly state that such payment is made for the obligations of a particular Borrower under this Loan Agreement. In the event of non-compliance with these requirements, the Borrower shall bear all risks associated with the late offsetting and administration of such payments received, as well as with the late distribution to the Lenders of such amounts received. In the latter case, the Borrower must reimburse the Operator for any additional costs related to the administration of such non-coordinated payment.

28. If the Borrower fails to make payments under this Loan Agreement in a proper and timely manner, the Borrower shall be liable to delay charges and/or other payments provided for in the Loan Agreement and the Service rates published by the Operator.

29. The Operator distributes the funds received to the technical account to the Lenders and deducts the payments due to the Operator from the received amounts. 

30. In the case of overdue payments, the amounts due by the Borrower upon receipt of cash shall be credited in the following sequence:

  30.1. In the first instance – payments due to the Operator in accordance with the Service rates approved by the Operator;

  30.2. In the second instance – penalties owing to the Lenders;

  30.3. In the third instance – Interest owing to the Lenders;

  30.4. In the fourth instance – the principal Loan amount.

31. In the event of early termination of the Loan Agreement, the Borrower undertakes to pay all penalties and Interest due under the Loan Agreement. The Operator, acting as the Lender's representative, shall acquire the right to claim the Interest that would have been paid if the Borrower had properly repaid the Loan amount in accordance with the Payment Schedule.

32. If the Borrower fails to meet the terms provided in the Payment Schedule, the Borrower shall pay delay charges on arrears of 0.2 per cent for each calendar day delay on the amount due. 

33. If the repayment term of the full Loan amount specified in the Payment Schedule has expired, the Interest and the delay charges specified in clause 32 of these General Terms and Conditions shall continue to be calculated from the last outstanding Loan amount. 


VII. SALE OF PROJECT PROPERTY

34. The Borrower, to whom the Loan amount has been disbursed, undertakes to acquire, lease and sell the Project property under the terms and conditions provided for in the Loan Agreement. In all cases, the Borrower undertakes to sell the Project property on the market conditions until the end of the Project implementation period

35. The Borrower shall have the right, after prior coordination of such action with the Operator, to sell the Project property before the end of the Project implementation period. 

36. In all cases, the Project property must be sold at a price that is at least the market price and is at least the minimum selling price of the Project property specified in the Special Terms and Conditions. 


VIII. ADVANCE REPAYMENT OF THE LOAN AMOUNT

37. The Borrower shall have the right to repay the Loan amount or part thereof earlier than the term specified in the Loan Agreement by notifying the Operator in writing no later than 1 month prior to the planned repayment. The notice of early repayment must specify the details of the Loan Agreement (date and number), the amount of the Loan amount to be repaid ahead of time and the payment date on which the Loan amount is planned to be repaid. 

38. By repaying the Loan amount earlier than the term stipulated in the Loan Agreement, the Borrower undertakes in all cases to repay the Interest due for the Minimum Loan Term specified in the Special Terms and Conditions of the Loan Agreement.  

39. Upon receipt of a notification from the Borrower in accordance with clause 37 of the General Terms and Conditions, the Operator shall calculate and provide the Borrower with the Interest and other payments payable on the repayment of the Loan amount or its part, including the payments specified in clause 22 of the General Terms and Conditions.  

40. The Borrower, upon submitting a notification referred to in clause 37 of these General Terms and Conditions without separate written consent of the Operator shall have no right to cancel it and shall be considered to be unconditionally obliged to repay the amount specified in the Operator's notice within the specified period. If the Borrower fails to comply with such obligations, the Operator shall have the right to claim penalties, other payments and/or fees for breach of payment obligations, which would be applicable in case of breach of the Loan Agreement.

41. If the notification referred to in clause 37 of these General Terms and Conditions does not comply with the above requirements, the Operator shall have the right not to credit the Borrower's funds for the early repayment of the Loan and to return the overpayment of the made monthly payment to the Borrower.

42. Once the Borrower has properly repaid the whole or part of the Loan amount in advance, the Operator shall recalculate and update the Payment Schedule.


IX. COLLATERALS

43. The performance of the Borrower's obligations under the Loan Agreement is secured by the Collaterals specified in the Special Terms and Conditions, which must be provided before the disbursement of the Loan amount (unless otherwise agreed by the Parties). All documents and transactions constituting the Collaterals must be in a form and content acceptable to the Operator and agreed in advance with the Operator.

44. The Loan Agreement is secured by real estate. The Borrower shall ensure that all of the following conditions are met by the moment of mortgage of such real estate (unless the Operator decides not to apply one or more of the following conditions and informs thereof in writing):

  44.1. The Borrower provided the Operator with the documents for the acquisition of the real estate mortgaged and copies of documents issued by the State Enterprise Centre of Registers (or the corresponding register of another state) confirming the rights to the mortgaged real estate;

  44.2. The Borrower must submit to the Operator an independent appraisal of the mortgaged property performed by an appraiser of the property agreed with the Operator in advance, and such appraisal must be prepared no more than 6 months prior and on the basis of the Republic of Lithuania Law on the Fundamentals of Property and Business Valuation. In this case, if the mortgaged property is located in another state, the appraisal of property must be prepared accordingly in accordance with the legislation governing the appraisal of property in that state;

  44.3. At the request of the Operator, the Borrower, within a reasonable time specified by the Operator, must allow the authorised representatives of the Operator to enter the site of the mortgaged property specified by the Borrower in order to allow a proper evaluation of the condition of the mortgaged property;

  44.4. The Borrower must, at its own expense, enter into a mortgage insurance contract acceptable to the Operator, under which the Operator is designated as the Beneficiary and to ensure the proper validity of the insurance cover until the moment of complete fulfilment of obligations under the Loan Agreement and provide supporting documents to the Operator. The mortgaged property must be adequately insured for the entire term of the Loan Agreement;

  44.5. At the request of the Operator, within the term specified by the Operator, the Borrower shall provide the Operator with all documents and information requested by the Operator, relating to mortgaged real estate;

  44.6. The Borrower shall perform other actions indicated in the Special Terms and Conditions of the Loan Agreement, which must be performed before the time of mortgaging the real estate.

45. The Borrower must ensure that all of the following conditions are met after the real estate is mortgaged (unless the Operator decides not to apply one or more of the following conditions and informs thereof in writing):

  45.1. The Borrower must ensure that the mortgaged property is used only for its intended purpose (including signing and administration of leases) and the rules of use previously agreed with the Operator; 

  45.2. The Borrower must guard the mortgaged property, properly maintain it and take care of its condition;

  45.3. The scope and conditions of any major (non-routine) repairs of the mortgaged property shall be agreed in advance with the Operator and the Operator's approval must be obtained before starting such repairs; 

  45.4. At the request of the Operator, the Borrower, within a reasonable period of time specified by the Operator, must allow the Operator's authorised representatives to come to the location of the mortgaged property specified by the Borrower, in order to properly evaluate the condition of the mortgaged property;

  45.5. At the request of the Operator, the Borrower must, within the term specified by the Operator, perform an independent reappraisal of the mortgaged property in order to determine whether the value of the mortgaged property has not decreased;

  45.6. The Borrower must not transfer or pledge the mortgaged property in any way, in any form and to any extent without prior written and explicit consent of the Operator;

  45.7. At the request of the Operator, the Borrower shall provide the Operator with all documents and information requested by the Operator related to the mortgaged real estate within the term specified by the Operator (including information on the use of real estate, rental income, costs incurred during the period of the last month);

  45.8. The Borrower must also properly perform other obligations related to the mortgaged property specified in the Loan Agreement (if any), which must be fulfilled after the moment of mortgaging the real estate.

46. Where an Operator finds that the Borrower fails to fulfil, no longer fulfils or improperly fulfils any of the obligations referred to in clauses 44 or 45 of the General Terms and Conditions, the Operator shall have the right to:

  46.1. Inform the Borrower in writing about the default or incorrect performance of obligations and to oblige him to rectify the errors in the performance of the Loan Agreement within the term specified by the Operator;

  46.2. If the shortcomings in the performance of the Loan Agreement are not remedied within the term provided by the Operator, a fine equal to 5% of the Loan amount (Collateral delay fee) shall be imposed on the Borrower; 

  46.3. Terminate the Loan Agreement with the Borrower and demand immediate repayment of the remaining Loan amount and all other payments due under the Contract.

47. In all cases, a maximum mortgage transaction must be concluded to secure the execution of the loan with real estate (unless otherwise specified by the Operator). Notarised forms of Collateral transactions are concluded at the time agreed in advance with the Operator at a notary office selected by the Operator. 

48. In cases where a notarised form is not required for the Collateral transaction, the Operator shall have the right to demand that such a transaction still be notarised at a notary office chosen by the Operator. Unless otherwise specified in the Loan Agreement or other documents published on the Platform, all costs related to notarised transactions shall be borne by the Borrower.

49. The Borrower undertakes to ensure that all Collaterals are in force until the Borrower has completely fulfilled its obligations under the Loan Agreement. and can be enforced under the conditions set out in the relevant Collaterals Transactions.

50. In mortgage transactions, the Operator is indicated as the representative of the Lenders (creditors), and the Lenders themselves will not be specified in such transactions. The Operator will hold all rights and obligations of the mortgage creditors’ representative provided for in the Loan Agreement, the Contract on the Use of the Platform and the applicable legislation.


X. OBLIGATIONS OF THE CONTRACTING PARTIES

51. Each Party shall guarantee to each other that:

  51.1. The Parties have duly read the provisions of this Loan Agreement (both the General Terms and Conditions and the Special Terms and Conditions and other applicable annexes to the Agreement), understand their content and voluntarily agree to the terms of the Loan Agreement; 

  51.2. The Party shall have the right to conclude this Loan Agreement, Collateral transactions and the conclusion and performance of the relevant contracts is without prejudice to applicable legislation, decisions of the court, arbitration or other institutions, statutes of the Parties (legal persons) and/or other instruments of incorporation, obligations under other contracts;

  51.3. The representative of the Party concluding this Loan Agreement operates within the limits of the powers conferred, these powers are granted to them without prejudice to the applicable legislation, the statute of the Party and/or other instruments of incorporation, decisions of the governing bodies, etc.;

  51.4. The Parties have received any necessary permits, consents and decisions of the governing bodies, state institutions or other persons for the conclusion of this Loan Agreement and the conclusion of Collateral transactions, if such decisions are required.

52. The Borrower undertakes:

  52.1. To properly submit the Collaterals and enforce them in accordance with the conditions, procedures and deadlines laid down in the Loan Agreement;

  52.2. To use the Loan amount only in accordance with the purpose provided for in the Special Terms and Conditions of this Loan Agreement, to collect and keep documents proving this;

  52.3. To provide information on the progress of the Project in accordance with the procedure and frequency established by the Operator, documents certifying the income, expenses related to the Project, all information necessary to calculate the Variable Interest and the Share of profit payable by the Borrower;

  52.4. Immediately, but no later than within 1 business day, to inform the Operator about changes related to the Project (and submit related documents), including but not limited to:

    52.4.1. Signature, termination or change of lease agreement (in the case of a long-term lease);

    52.4.2. Events which may affect the value of the property which may require repairs or which may make it difficult to lease the property (e.g. fire, other emergency situations);

    52.4.3. Preliminary lease or sale agreements signed. 

  52.5. At the request of the Operator, to submit within the reasonable term set by the Operator the documents substantiating the use of the Loan amount in a form and conditions acceptable to the Operator;

  52.6. To conclude lease and/or sale agreements of real estate related to the Project, other transactions relating to the property at arms’ length and price, not to conceal the proceeds and to provide the Operator fairly with all the information requested in relation to the Project and the real estate relating to the Project. 

  52.7. To repay the Loan amount, pay Interest and other payments provided for in the Loan Agreement by the deadline specified in the Payment Schedule, and to pay delay charges in case of non-repayment of the Loan amount, its part or Interest or other payments in accordance with the Payment Schedule, as well as other Operator fees published in the Service rates;

  52.8. To provide to the Operator, before the maturity date of the Loan amount, all information on all the Borrower's obligations to third parties, guarantees received and provided, the suretyship, performance security transactions concluded, as well as any other information that may be material to the Application, the Lender's proposal to fund the Loan amount, the conclusion, performance, validity and termination of the Loan Agreement;

  52.9. In case of a risk that the Loan amount will not be repaid in a timely and appropriate manner, or a risk that may adversely affect the implementation of the Project, at the Operator's written request to provide additional Collaterals or to repay the Loan amount and any amounts related thereto within the time limit set by the Operator without waiting for the repayment of the Loan amount in accordance with the Payment Schedule;

  52.10. To ensure the Operator's ability to check the activities of the Borrower, the mortgaged property, the activities performed upon the arrival of the Operator's representative at the Borrower's registered office and (or) the location of the mortgaged property. In case of non-compliance with this obligation or unreasonable delay in its implementation, the Operator acquires the right:

    52.10.1. To impose a fine of 2.5% of the Loan amount on the Borrower (fee for non-compliance with the inspection obligation); 

    52.10.2. To terminate the Loan Agreement through the fault of the Borrower.

  52.11. Immediately and in any case no later than within 2 business days from the occurrence of the relevant circumstances, to notify the Operator in writing, if:

    52.11.1. It is unable to make any payments under the Loan Agreement or to perform other obligations under the Loan Agreement in a timely and proper manner;

    52.11.2. The mortgaged property is damaged or destroyed or otherwise diminished in value;

    52.11.3. The decision is made regarding the reorganisation, rearrangement, liquidation, restructuring of the Borrower, initiation of bankruptcy proceedings against the Borrower or initiation of out-of-court bankruptcy proceedings;

    52.11.4. Any contact information of the Borrower or Related Persons (if any) has changed;

    52.11.5. It is planned to use the Loan amount (or its part) for a purpose other than that specified in the Application;

    52.11.6. The financial situation of the Borrower is aggravated or likely to deteriorate (e.g. newly assumed debt obligations);

    52.11.7. Any circumstance arises which results in a decrease or event that reduces or is likely to reduce the Borrower's solvency; 

    52.11.8. Any arbitration, judicial and/or other proceedings (enforcement, etc.) are initiated against the Borrower or are initiated in respect of the Borrower, if it may impair the financial situation of the Borrower;

  52.12. Without prior written consent of the Operator: 

    52.12.1. Not to provide sureties or guarantees, not to mortgage any of the property to third parties;

    52.12.2. Not to encumber the property mortgaged to the Operator to any extent; 

    52.12.3. Not to take or grant loans or credits of any size or type; 

    52.12.4. Not to reduce the authorised capital, not to initiate reorganisation, restructuring, bankruptcy, reorganisation or liquidation proceedings; 

    52.12.5. Not to perform other actions that may have a significant negative impact on the proper performance of this Loan Agreement;

  52.12. iš anksto raštu informuoti Operatorių apie buveinės pakeitimą, numatomą ar esamą finansinės būklės pablogėjimą, numatomus atsiskaitymo uždelsimus ir apie visus kitus pasikeitimus, kurie gali daryti įtaką įsipareigojimų, kylančių iš arba susijusių su Paskolos sutartimi, vykdymui; 

  52.13. To inform the Operator in writing in advance about the change of the registered office address, the expected or actual deterioration of the financial standing, expected settlement delays and of any other changes that may negatively affect the performance of obligations arising out of or in connection with the Loan Agreement; 

  52.14. To cover with its own funds the expenses related to the conclusion of Collateral agreements, registration, notary, insurance and other expenses related to the conclusion of the Loan Agreement and/or those of the conclusion of the Loan Agreement;

  52.15. To perform other obligations arising from and/or related to the Loan Agreement in a proper manner.

53. Failure to perform or improper performance of the obligations specified in clause 52 of these General Terms and Conditions shall constitute a material breach of the Loan Agreement. 

54. If the Operator becomes aware of the existence of circumstances referred to in clause 52 and that the Borrower has not informed about them, the Operator shall be entitled to take appropriate action, including the termination of the Loan Agreement, suspension or withdrawal of the Borrower's activities on the Platform. 

55. The Borrower shall lease the Project property specified in the Special Terms and Conditions (in the event that there is no valid lease agreement in respect of this property), to maintain and administer its lease. In this case, if the Borrower does not lease the Project property within the term provided for in the Special Terms and Conditions after the granting of the Loan, or if the lease agreement is terminated and no new lease agreement is concluded within the period specified in the Special Terms and Conditions, the Borrower undertakes to pay the Increased Interest rate specified in the Special Terms and Conditions for the period during which no lease agreement for the Project property was concluded. The amount of the Increased Interest rate and the conditions for its application are indicated in the Special Terms and Conditions. 

56. The Borrower hereby additionally represents and guarantees that:

  56.1. All statements and guarantees of the Borrower and Related Persons related to the Loan Agreement are accurate, true, valid and corroborated by the documents submitted to the Operator;

  56.2. On the date of concluding of the Loan Agreement, it has no other financial obligations not disclosed to the Operator, obligations under the pledge, surety, guarantee or other agreements, which guarantee the fulfilment of the obligations of the Borrower or third parties;

  56.3. The Borrower is not sued and is not known to be prepared to bring court or arbitration proceedings in which the judgment could adversely affect the Borrower's financial standing, business and/or the fulfilment of the obligations under the Loan Agreement;

  56.4. The Borrower is not subject to investigations initiated by other competent authorities (e.g. State Tax Inspectorates, Financial Crime Investigation Service, Special Investigation Service). 

57. The Lenders undertake:

  57.1. To provide the Loan amount to the Borrower in accordance with the procedure and conditions laid down in the Loan Agreement;

  57.2. Not to disclose the Borrower's confidential information to third parties, except in cases provided by laws;

  57.3. To refrain from preventing the Borrower from fulfilling its obligations under the Loan Agreement in proper and timely manner.



XI. SUBROGATION AT THE LENDER'S INITIATIVE

58. The Operator may (but does not undertake) to enable the Lenders to transfer the available Rights to claim (or part thereof) using the functionality provided on the Platform – the Secondary Market. 

59. Upon the transfer of the Rights to claim (or a part thereof) in the Secondary Market, the person who has taken over the Right to claim shall be considered a new Lender under the Loan Agreement and the Borrower must fulfil its obligations to this new Lender. The transfer of the Rights to claim in the Secondary Market shall not in any way affect the obligations assumed by the Borrower under this Loan Agreement, as well as the fulfilment of these obligations. 

60. The Borrower agrees that the Rights to claim (or part thereof) held in respect of it may be transferable by the Lender. 

61. The Lender willing to transfer the available Rights to claim must agree to the general terms and conditions of the Subrogation Contract published on the Platform.

62. The User, having agreed to the general terms and conditions of Subrogation Contract, may in its personal User Account:

  62.1. To choose its own Rights to claim (or part thereof) which it seeks to sell;

  62.2. To indicate the price at which these Rights to claim (or part thereof) are intended to be transferred;

  62.3. To submit a notice of the transfer of the Rights to claim on the Platform.


XII. TERMINATION OF THE LOAN AGREEMENT

63. The Operator, acting as the authorised representative of the Lenders, shall have the right to terminate the Loan Agreement unilaterally and with immediate effect, in the following cases:

  63.1. The Borrower uses all or part of the Loan amount for purposes other than those specified in the Special Part of the Loan Agreement;

  63.2. The Borrower violates any of the obligations provided for in clauses 44 or 45 of these General Terms and Conditions and does not rectify them within the term provided by the Operator upon receipt of the Operator's written notice. 

  63.3. The Borrower fails to pay any amount payable under the Loan Agreement within the term and in accordance with the procedure specified in the Loan Agreement and does not fully rectify the breach within 10 business days from the submission of the Operator's written notice of the breach of the obligation;

  63.4. The Borrower violates the obligations provided for in clause 52 of these General Terms and Conditions and does not rectify such violation within 5 business days from the submission of the Operator's written notice of the breach of the obligation; if it is no longer objectively possible (or no longer makes sense) to rectify such violation, the Operator shall not assign a term of 5 business days and may immediately rely on this ground for termination of the Loan Agreement;

  63.5. It turns out that any of the Borrower's representations and guarantees provided for in clause 52 of the General Terms and Conditions are incorrect, misleading or are no longer enforceable;

  63.6. The Borrower and/or the Related Persons are in material breach of their obligations arising from the Collateral transactions or other transactions related to the Loan Agreement specified in the Special Terms and Conditions of this Loan Agreement;

  63.7. The Borrower or any Related Person becomes insolvent or declares its insolvency in accordance with the applicable legislation;

  63.8. Competent authorities take any action that renders the Borrower or any Related Person (if any) unable to perform in a timely and proper manner its obligations under this Loan Agreement, Collateral transactions or other transactions specified in the Special Terms and Conditions of this Loan Agreement;

  63.9. Any legal or arbitral proceedings are initiated against the Borrower or any Related Person, which, in the opinion of the Operator, may have a material adverse effect on the proper performance of the Loan Agreement;

  63.10. Improper performance or default by the Borrower of any other obligation arising from this Loan Agreement or from other loan agreements concluded through the Platform.

64. The Borrower must indemnify all direct and indirect losses incurred by the Lenders due to the termination of the Loan Agreement.

65. If the Operator establishes at least one of the grounds for termination of the Loan Agreement specified in clause 63 of these General Terms and Conditions, the Operator shall have the right to provide the Borrower with a written notice terminating the Loan Agreement. Written notice shall be given at least 5 days prior to the date of termination of the Loan. 

66. Upon termination of the Agreement by the Operator on one of the grounds for termination of the Loan Agreement specified in clause 63, the Operator shall have the right to demand that the Borrower pays the following on the date of termination of the Loan Agreement specified in the Operator's notice: 

  66.1. The total outstanding Loan amount,

  66.2. Interest payable, Share of profit (if applicable) and all other amounts payable under the Loan Agreement,

  66.3. As well as all fees payable to the Operator in accordance with the Service rates (including the Agreement termination fee);

  66.4. Losses incurred by the Lenders and the Operator. 

67. In all cases, the Loan Agreement shall be deemed terminated and the amounts specified in clause 66 shall become payable from the date of receipt of the notice sent by the Operator or from the date specified in the notification, if it is specified. 

68. The Lender authorises the Operator:

  68.1. To terminate the Loan Agreement with the Borrower on its (Lender’s) behalf in the cases and in accordance with the procedure established in the Loan Agreement and the laws of the Republic of Lithuania;

  68.2. To act as the Lender’s representative for recovery under the Loan Agreement, with all the rights granted to it by the Law and/or other laws, 

  68.3.   Where necessary, to enforce the Loan Agreement and to recover the debt. 

69. The Operator, who has demanded repayment of the Loan amount before the established Loan repayment term in accordance with the procedure established by these General Terms and Conditions, shall not suspend the calculation of Interest and any other applicable fees until the Borrower has fully settled with the Lenders and the Operator.


XIII. RECOVERY

70. The Lenders and the Borrower agree and confirm that upon termination of the Loan Agreement, the Operator may, in its sole discretion:

  70.1. Automatically, without separate consent of the Lender, take over the Lender's rights to claim in accordance with the procedure set forth in these General Terms and Conditions and the Contract on the Use of the Crowdfunding Platform, or

  70.2. To act as the Lender's representative and carry out the recovery under the Loan Agreement, with all the rights granted to it by the Law and other applicable laws, and, when necessary, to ensure the recovery of the debt. 

71. The Operator is instructed to perform all actions necessary to properly represent the interests of the Lenders and to administer the repayment of the debt. The Operator, acting as the Lender's representative, shall have all the rights and obligations established in the Law, the Civil Code of the Republic of Lithuania and other laws, and for this purpose no separate power of attorney or other document identical in content shall be required to be drawn up. In this case, if a separate power of attorney is required, the Lenders undertake to issue it immediately but no later than within 5 business days after receipt of the notification from the Operator. 

72. The Operator, who has taken over the Lenders’ Rights to claim and (or) is acting as the Lenders’ representative, shall make efforts to recover the debt, but does not in any way guarantee to the Lenders that it will be able to recover all or part of the debt. 

73. The Operator shall have the right to delegate the power to represent the interests of the Lenders in court and in other institutions to recovery companies or other persons (e.g. law firms, etc.).

74. The Operator shall have the right to freely dispose of its rights under the Loan Agreement and the Collateral transactions and to use the available documents and information about the Borrower. The Operator carries out compulsory recovery from the mortgaged property under the mortgage transaction and performs all related actions under the conditions and in accordance with the procedure established in the mortgage transaction and the laws of the Republic of Lithuania.

75. The Operator shall have the right to delegate the recovery of obligations from the Borrower to third parties (collection companies, law firms, etc.) and in this case, the Borrower shall reimburse the applicable recovery fee and cover all other costs of the Operator or the debt collection company associated with such transfer. 


XIV. COMMUNICATION AND CONFIDENTIALITY

76. All communication, notices and other information or documents relating to this Loan Agreement shall be provided in the following ways:

  76.1. Through the Platform administered by the Operator, providing information in the personal user accounts of the Borrower and the Lender, respectively;

  76.2. By e-mail;

  76.3. By courier or registered mail.

77. The submitted communication shall be deemed received after 1 business day from its dispatch when the information is provided in the cases provided for in clauses 76.1 and 76.2 and after 3 business days when the information is provided in the case provided for in clause 76.3. 

78. Special Terms and Conditions of the Loan Agreement, Collateral transactions and other information and/or documents related to these Special Terms and Conditions and Collateral transactions is considered confidential and may not be disclosed to third parties unless the relevant information is necessary to be disclosed in accordance with the requirements of law or such information is necessary to be disclosed by either Party in order to protect its rights and legitimate interests arising from this Loan Agreement. 


XV. FINAL PROVISIONS

79. The Loan Agreement, as a crowdfunding transaction, shall enter into force on the date of its conclusion and shall be valid until the date of complete fulfilment of the obligations of the Parties arising from this Loan Agreement.

80. The Loan Agreement may be amended in writing after its conclusion by a separate agreement of the Parties. All additions and amendments to this Loan Agreement shall become an integral part of this Loan Agreement.

81. The Operator shall have the right to unilaterally change these General Terms and Conditions. In this case, the Operator shall publish the new version of the General Terms and Conditions on the Platform and inform the Borrowers and Lenders of the Platform thereof in advance. The new version of the General Terms and Conditions shall enter into force on the date specified by the Operator and shall apply only when the Loan Agreement is concluded on the Platform after the new General Terms and Conditions enter into force (e.g. for new loan agreements concluded after the new General Terms and Conditions enter into force). In the meantime, once the Loan Agreement has been concluded by the Parties, it may be amended only in the manner provided for in clause 80 of these General Terms and Conditions, i.e. by a separate agreement of the Parties. 

82. Upon concluding the Loan Agreement, the following documents shall also become an integral part of it:

  82.1. Payment Schedule; 

  82.2. Contract on the Use of the Crowdfunding Platform in force at the time of the conclusion of the Loan Agreement www.inrento.com;

  82.3. The Application published on the Platform and the actions of the Lenders on the Platform related to the provision of funding in accordance with the published Application;

  82.4. An account statement reflecting the fact and amount of the transfer of money lent by each Lender funding the Borrower.

83. The Borrower and the Lenders agree and understand that the Operator shall have the right to transfer the administration of the Platform to another operator who shall have the right to administer the crowdfunding platform in accordance with the Law on Crowdfunding of the Republic of Lithuania. In this case, the new operator takes over all the rights and obligations of the Operator under the Loan Agreement and under other agreements concluded between the Lenders, the Borrowers and the Operator. The Operator shall inform the Borrower and the Lenders in advance of such transfer of administration in one or more of the ways specified in clause 76 of the General Terms and Conditions. 

84. In this case, if the administration of the Platform is transferred in accordance with clause 83 of the General Terms and Conditions, all rights and obligations of the Borrower and the Lenders arising from this Loan Agreement and/or from other agreements concluded with the Operator will remain unchanged. 

85. The Loan Agreement shall be governed by the laws of the Republic of Lithuania.

86. Disputes between the Parties arising from this Loan Agreement shall be settled by way of negotiations. If an amicable solution cannot be found, the dispute shall be settled in the competent court of the Republic of Lithuania according to the location of the Operator's registered office.

87. If the Loan Agreement (or any related document) is published on the Platform in Lithuanian and other foreign language, the Loan Agreement and documents in Lithuanian shall have precedence.

Cookie notice
We use cookies for analytics, advertising and to improve our site. You agree to our use of cookies by closing this message box or continuing to use our site. To find out more see our Privacy policy.