Quanloop Loan Agreement

  1. General Provisions
    1. This Loan Agreement (hereinafter referred to as Agreement or as Loan Agreement) is the Agreement entered into by Quanloop Limited Partnership Fund (hereinafter referred to as Quanloop), and an Investor who has started to use the Platform according to the General Terms & Conditions of Quanloop published on this Platform (hereinafter referred to as Investor). The object of this Agreement is the collection of short-term loans regularly given by the Investor to Quanloop in the extent of the money invested in the Quanloop by the Investor, where each short-term loan is for a term of twenty-four (24) hours for re-lending (hereinafter referred to as Loan). The Investor enters into the Agreement as outlined in this Agreement, and each short-term Loan is concluded under the same Agreement in which the Investor has given its consent to use the money transferred from the Investor’s bank account to Quanloop clients’ account (i.e. in the extent of the credit line) as outlined in this Agreement.
    2. This Loan Agreement is entered into by accurately registering on the Platform, passing the identification process (KYC, AML, etc.) and correctly transferring money to Quanloop client’s bank account referring to a unique identification code given by Quanloop.
    3. The terms of this Loan Agreement must be implemented together with the General Terms & Conditions of Quanloop, the Quanloop Inflation recovery program terms, the Quanloop Referral terms and other terms that all are an integral part of the Agreement published on the Platform. Any such relations between the Investor and Quanloop which are not regulated by the Agreement are subject to the General Terms & Conditions or other legal documentation published on the Platform and Estonian law.
    4. Regardless of the residence, location or venue of the Investor (or an intermediate they would use to invest money) the place of the fulfilment for all contractual performances of the Agreement is the Republic of Estonia. Any reference in the Agreement to a specific time shall refer to the time in the Estonian time zone (UTC +3 EEST/UTC +2 EET). The process of borrowing the money, returning the money and withdrawal of the money takes place in the Republic of Estonia. Any question or situation not covered by this Agreement should be resolved by following the legal documentation published on the Platform and Estonian law.
  2. Quanloop confirms that:
    1. entry into the Agreement and performance of the obligations set out therein is not in conflict with any law, Quanloop’s incorporation, or other documents, or other agreements entered into by Quanloop;
    2. Quanloop has duly followed the laws and regulations applicable to Quanloop (among other things, the Quanloop is in possession of the activity licences required for their operation), and that Quanloop has followed sound business practices in its activities;
    3. Quanloop has complied with all environmental protection laws and restrictions which are directly or indirectly related to the discharge of contamination, pollution, waste, toxic, or hazardous substances into the environment, or the liquidation thereof on a plot of land that is owned or otherwise used by Quanloop. To the best of Quanloop’s knowledge, no such environmental protection requirements have been or are in the process of being established, the compliance with which would jeopardise the fulfilment of obligations arising from the Agreement.
  3. The Investor confirms that:
    1. it has provided timely and correct information to Quanloop;
    2. the source of the money it has transferred to Quanloop clients’ bank account is legal, and it has all the rights to use this money;
    3. it has sufficient knowledge of lending and borrowing law, business practices, and risks;
    4. it has read all the materials on the Platform and understands the risks that may arise from lending to Quanloop;
    5. the money it has transferred to Quanloop clients’ bank account is not sourced from their daily family budget, nor legal entity daily business activities as delay in the return of the money would lead to unpredictable losses to the Investor’s family or business.
  4. Quanloop authorisation
    1. The Investor allows Quanloop to keep the Investor’s money in the Quanloop clients’ bank account. The money is held in the Quanloop clients’ bank account free of charge.
    2. The Investor limits Quanloop from operating with its money other than for the purpose of lending the money to Quanloop;
    3. The Investor authorises Quanloop to take money from its account in order to lend it to Quanloop. The money should be taken by one (€1) Euro, making such a list of separate loan agreements to finance the primary demand published as Partner Credit. The money taken to finance the Loan should correspond to the loan-to-value (LTV) rate-based risk plan and the interest rate of the Loan Agreement is the current interest rate that the Investor has outlined in its Portfolio preferences.
  5. Borrowing money and Repayment and Withdrawal. Other Payments
    1. Quanloop can borrow money from the Investor at least once a day.
    2. The term of each Loan under the Agreement is always one (1) calendar day, which is twenty-four (24) hours.
    3. Quanloop operates only in the euro currency. The Investor is obliged to make sure that they top up their balance in EUR. Otherwise, a foreign transaction fee may apply. Quanloop is not liable for any additional costs that may arise to the Investor due to the use of other currencies.
    4. Quanloop does not accept money online on the Platform. All the investors have to transfer their funds using SEPA payments to the IBAN account indicated on the ‘Your portfolio’ page of the website or the ‘Top up Quanloop balance’ screen in the mobile App upon authentication.
    5. The necessary prerequisite for any payment or repayment or withdrawal of the money to the Investor under the Loan Agreement or other documents published on the Platform is proper personal information (including personal IBAN account number) which has to be available on Investor’s Quanloop account.
    6. Quanloop considers that the Investor fully understands the risks of lending money; otherwise, the Investor would have informed Quanloop to the contrary.
    7. The Loan is repaid on the day following the date of the Loan term under the General Terms and Conditions.
    8. If an Investor asks to withdraw money, Quanloop will withdraw money into the most recent account of the Investor under the General Terms and Conditions.
  6. Calculation and Payment of Interest
    1. The interest is calculated based on the actual number of calendar days in the current month and the exact number of calendar days in the current year.
    2. The interest calculation starts from the moment the Loan is taken.
    3. Interest is repaid automatically on the 15th (fifteenth) calendar date of the following calendar month.
  7. Calculation and Payment of Interest on Delay
    1. If the Investor withdraws money which is locked in a Loan and should be repaid during the following calendar day, but due to the low liquidity of the capital on the Platform the Loan is not repaid during the next calendar day, the Investor is paid extra interest.
    2. The Investor is paid extra interest only for the full day of delay.
    3. The rate of the extra interest is two (2%) per cent annualised, which is in addition to the current interest set forth by the Investor.
    4. To calculate the daily extra interest, the Investor should divide two (2%) per cent annualised by the current number of days in this calendar year.
  8. Obligations of the Parties
    1. Quanloop undertakes to use the Loan Principal for the indicated purpose set out in the General Terms & Conditions of Quanloop.
    2. If Quanloop violates any of the obligations specified in the Agreement or the Investor becomes aware of a possible violation of the obligations specified in the Agreement, the Investor is entitled to demand the information from Quanloop regarding the breach or the use of the Loan Principal. Quanloop undertakes to submit the answer within ten (10) working days of the receipt of such a request from the Investor. Quanloop shall not be responsible for exceeding the time limit if the submission of the proper answer is not possible within the time limit for reasons attributable to the Investor (e.g. inaccurate contact information).
    3. Quanloop informs the Lender within five (5) working days if:
      1. there are changes in Quanloop's contact information (mailing address, e-mail address, telephone numbers);
      2. Quanloop has filed a petition with the court for the initiation of its reorganisation proceedings;
      3. Quanloop or a Third Party has filed a petition with the court for a declaration of bankruptcy of Quanloop;
      4. Quanloop's competent management body has decided on the establishment/acquisition of a subsidiary or affiliated company;
      5. events occur that jeopardise the proper performance of the General Terms & Conditions by Quanloop (including filing a tax claim against Quanloop, for the deferral of which Quanloop has failed to reach an agreement with the tax authority, or filing a claim concerning environmental protection, or in the case of Quanloop's property expropriation, seizure, or confiscation, or in case of the occurrence of other circumstances that affect Quanloop's solvency);
      6. any of Quanloop's confirmations outlined in section 2 of the Agreement turn out to be untruthful.
    4. Each party undertakes not to transfer their rights and obligations arising from the Agreement to any third parties without the prior written consent of the other party.
    5. Quanloop and the Investor shall carry out their obligations properly, in good faith, and with reasonable care, and following established practices.
    6. Quanloop and the Investor shall be liable for any failure or improper performance of their obligations.
    7. The parties shall not be liable for breach of obligation if it is caused by force majeure. Force majeure shall include circumstances beyond the control of the obligated party, including unlawful interference by a third party with third parties (e.g. bomb threat, bank robbery, etc.) as well as other events beyond the party's control (e.g. strike, moratorium, power outage, activities, etc.).
    8. Quanloop is not responsible for the services or information provided by third parties, nor for indirect losses (e.g. loss of profit, etc.) or non-material damage incurred by the Investor.
    9. Quanloop shall not be liable for any loss or damage arising from changes in foreign exchange, securities, or other investment risks.
    10. Quanloop shall not be liable for damage caused by Quanloop's ignorance of the capacity of a legal person or of the capacity of a natural person.
    11. Quanloop is liable for damage if Quanloop's intent causes it unless otherwise stipulated by law.
    12. The full range of liability of Quanloop concerning one Investor is limited to the amount of the money invested in the Quanloop by the Investor. If the Investor has any claims regarding the fulfilment of the Agreement, the Investor is obliged to present them to Quanloop immediately, but not later than within thirty (30) working days counting from the date when the Investor became aware or should have become aware of such claim.
    13. The Investor is obligated to ensure that its information (contact information, bank account information, information regarding the right of representation, etc.) indicated in the Agreement is timely and correct during the validity of the Agreement. The Investor is obliged to confirm the accuracy of the information if Quanloop asks such confirmation. Quanloop is not responsible for any loss or damage arising from the incorrect information (including the absence of the data) provided by the Investor.
    14. The Investor shall be solely liable for damage caused by giving access to its mail account or bank account or other information regarding the Agreement and fulfilment of the Agreement to third parties.
    15. The Investor shall indemnify Quanloop for any loss incurred as a result of misrepresentation, failure to report or failure to make such changes as required.
  9. Modification of the Agreement. Termination of the Agreement
    1. The Investor has the right to change its Portfolio preferences at any time. New interest rates and investment budgets will come into force with the next Loan.
    2. Quanloop has the right to refuse to borrow the money, to withdraw the money and to terminate the Agreement without prior notice:
      1. if the Investor does not provide a proper personal IBAN account number or other information, including if the Investor does not inform of the change of its data or does not confirm its information when Quanloop requires confirmation;
      2. if a justified suspicion arises that the money transferred by the Investor to the Quanloop clients’ bank account is not legal or any of Investor’s confirmations outlined in section 3 of the Agreement may be untruthful;
      3. Quanloop receives credible information that the Investor is dead or terminated;
      4. if another situation occurs where Quanloop cannot reasonably be expected to continue performing the Agreement taking into account all the circumstances and the mutual interests of the Parties.
    3. Quanloop shall notify the Investor of the termination of the Agreement.
  10. Other Terms & Conditions
    1. Disputes arising from the Agreement are resolved by agreement of the Parties. Upon failure to reach an agreement, the dispute is settled in Harju County Court. The Agreement is subject to the laws of the Republic of Estonia.
    2. Agreement-related notices, consents, approvals, etc. are prepared and sent to the other Party or the Party’s representative to the e-mail address indicated in the Agreement.
    3. The Parties have agreed that any obligation to notify the Investor is correctly accomplished when Quanloop has sent the appropriate information to the Investor’s or its representative’s e-mail address indicated in the Agreement under the account information. The Investor understands that if they hide their e-mail address (by using a software, program or service that protects Investor’s e-mail) while setting up their Quanloop account, the Investor may fail to receive e-mails from Quanloop. The Investor is solely and entirely responsible that the information it has used to set up an account on the Platform is accurate. The Parties have agreed that any obligation to obtain the (prior) consent of the Investor is properly fulfilled when Quanloop has sent the information about the matters regarding the consent and the consent requirement to the Investor’s or its representative’s e-mail address indicated in the Agreement and the Investor has not expressly stated to Quanloop within the prescribed period that the Investor does not agree to continue the Agreement or does not give its consent. In any case, the e-mail sent by Quanloop is deemed to be received by the recipient of the e-mail when three days have passed from sending the e-mail.
    4. The Agreement comes into force upon the first borrowing of money through the authorised lending by the Parties, and it will remain valid until the last payment of the proprietary obligations, calculated interest on arrears, and unpaid charges of the last Loan to the Investor by Quanloop.
    5. By entering into the Agreement (by way of registering on the Platform, passing the identification process, including KYC, AML, etc. and transferring money to the Quanloop clients’ bank account) the Investor confirms they have read the Agreement and understood the commitments taken under the Agreement.
    6. The amendments and supplementations to the Agreement come into force upon the publishing of the new edition of the Agreement on the Platform, unless the Parties have agreed otherwise. Quanloop shall notify the Investor of the amendments and supplementations to the Agreement by sending a corresponding notification to the e-mail address indicated in the Agreement. In case the Investor does not agree with the amendments and supplements, the Investor has the right to terminate the Agreement within seven (7) days as of the receipt of such notification. If the Investor does not terminate the Agreement, the Agreement shall continue, and the amendments and supplements shall apply to the Investor.