General Terms & Conditions of Quanloop

1. Terms of Use

By registering on the website or through a mobile application as an investor (hereinafter referred to as the Investor), you acknowledge that you have read these Terms & Conditions (hereinafter referred to as the Terms), you agree to the Terms, and agree to comply with the Terms.

The Terms apply to all legal relations of Investors of the website or corresponding mobile application (hereinafter referred to as the Platform) and Quanloop Limited Partnership Fund (hereinafter referred to as Quanloop). The Investor confirms that they have read these Terms and undertakes to adhere to them.

Some sections and services within the Platform may be linked to specific conditions which apply in addition to the Terms.

Quanloop reserves the right to modify their service descriptions of the Platform or the Terms, without prior notice.

Quanloop does not guarantee the absence of errors on, or the discontinued availability of, the Platform. The Investor uses the Platform at their own risk.

The Investor is aware of the risks associated with the use of electronic communications, devices, solutions and programs. Quanloop will take reasonable measures to prevent the risks associated with the use of electronic communications, tools, solutions and applications, but will not be liable for such risks.

Quanloop is not responsible for any damage that may arise in connection with the use of the Platform and the information available on the Platform, nor does Quanloop issue any guarantees concerning the absence of errors on the Platform, or in the information accessible therein.

All information available on the Platform, including the page layout and software, is protected under the Copyright Act. The information available on the Platform, as well as the data contained therein, may not be reproduced, distributed or otherwise transferred to third parties without Quanloop's prior written permission.

Quanloop reserves the right to unilaterally amend and supplement the Terms at any time, including the restriction or addition of Platform usage options, to develop the services provided and to contribute to an improved and safer use thereof. The amendments and supplementations to the Terms come into force upon the publishing of the new edition of the Terms on the Platform. Quanloop shall notify the Investor of the amendments and supplementations to the Terms by sending a corresponding notification to the e-mail address provided by the Investor.

Investor understands that by opening and verifying an account in Quanloop and submitting its personal information, the Investor confirms that it has reviewed the terms and conditions of the Quanloop Privacy Notice, the Cookie Consent and the Marketing Consent, and agrees with them.

Investor understands that by opening and verifying an account in Quanloop, then sharing their personal or their company Referral Link to invite new investors to Quanloop, the Investor also admits to being bound by Quanloop referral program terms. The terms and conditions of the referral program are stated in the Quanloop Referral terms document located on the Platform.

Investor understands and agrees that in case Investor lends money to the Quanloop trough Platform, the terms and conditions of the loan agreement and the inflation recovery program also apply. The terms and conditions of the loan agreement are stated in the Quanloop Loan Agreement document, and the terms and conditions of the inflation recovery program are indicated in the Quanloop inflation recovery program terms. Both documents are located on the Platform.

2. Disclaimer Notice

All products and services referred to on this Platform are subject to the terms and conditions of respective agreements governing their use, and these terms and conditions may be modified periodically. The products and services referred to on the Platform may not be available for residents of certain countries. Therefore, the services described on this Platform do not constitute an offer to conclude a transaction in any jurisdiction where such an offer may be considered illegal.

The information available on the Platform does not constitute an offer or invitation to buy any investment-related advice or other product or service, nor an offer to sell these to individuals in a jurisdiction where such offer or advertisement is not permitted or cannot legally be carried out, or to the persons to whom targeting such an offer or advertisement would be illegal. If you have decided to visit or use the Platform, you do so at your initiative and risk and are responsible for compliance with all laws, rules and regulations which apply to you.

The services that may be available through the Platform are meant for such individuals or companies that are residents in the country in which Quanloop or its subsidiary which provides the service is resident. Regardless of the residence, location or venue of the Investor, the place of the provision of the service under these Terms is the Republic of Estonia. Residents of other countries may only use the services provided via the Platform when this is permitted under the law applicable in their own country of residence, following the requirements of applicable laws and possible restrictions. Specifically, the services made available through the Platform are not meant for any persons who are residents of those jurisdictions where such services are prohibited under the laws regulating the areas of securities, banking and insurance (especially in the United States of America, Canada and Japan).

3. User Registration, Personal Identification, Entry into The Customer Agreement and Use of the Platform

Quanloop allows natural and legal persons who have passed identification procedures (such as KYC, AML, etc.) and read and agreed with these Terms to use the services offered by Quanloop, including lending money to Quanloop and entering into agreements. An unidentified Investor is not able to use the services of the Platform, except for modification or supplementation of their data and personal identification.

To use the Platform, a person must become an Investor on the Platform. To this end, the person must register on the Platform, pass the identification process and agree with the Terms.

Upon registration, the Investor provides Quanloop with their e-mail address for authentication and communication purposes. Authentication of the Platform is made via a one-time self-destructing link sent to the Investor’s e-mail (such a login is made without a password) or via social login.

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.

Upon registration on the Platform, the Investor provides Quanloop with their data including name and surname, date of birth, address of residence, information regarding the requirements arising from the KYC, AML. Quanloop identifies the Investor based on the provided data and one (1) identity document (which may include passport, identity card, residence card, or certificate of identity/alien’s passport).

These documents must be valid for at least 6 (six) months after the submission deadline. Every document submitted must be in the Latin alphabet and scanned in colour to the following minimum requirements: 150 (one hundred and fifty) DPI quality, eight (8) bit colour depth and not exceeding a file size of 10 (ten) MB. Investor authentication may take from 1 (one) hour up to several working days, depending on the individual’s residency and the identity documents submitted.

All data collected during the course of the identification process, as well as Investor registration, or at a later time, is collected and stored on the Platform in the personal data section.

Quanloop has the right to refuse to register an Investor, regardless of the reason. Quanloop deletes Investor’s account based on the corresponding request submitted by the Investor, also in case Quanloop receives credible information that the Investor is dead or terminated. Quanloop has the right to delete or block Investor’s account if a justified suspicion arises of any inappropriate, inadequate or illegal activity on the account or by using the account or when the account has not been used for an unusually long time.

An identified Investor has the right to add legal entities affiliated to that Investor (Corporate Customers) on the Platform. Adding a Corporate Customer is authorised only to legal representatives (a member of the management board, procurator, etc.). Adding a Corporate Customer can be carried out either automatically or manually.

Upon automatic addition, Quanloop requests data about the Corporate Customer from the commercial register or providers of credit information. If the required data is available, the Investor is not required to carry out additional identification.

Upon manual addition, the Investor provides Quanloop with all necessary data and documents regarding the legal entity, including a valid printout of the corresponding registry data. After that, Quanloop verifies the submitted data and documents.

Quanloop has the right, regardless of the reason, to refuse to add a legal entity, and to ask for additional information. Upon adding a Corporate Customer, a Corporate Customer account is created on the system.

A Corporate Customer may use the Platform through a legal representative who is a natural person and who is identified as an Investor on the Platform.

A Corporate Customer undertakes to inform Quanloop of any changes in its legal representatives immediately. Quanloop has the right to terminate access to a Corporate Customer’s account for an Investor whose right of representation has ended. Quanloop is not responsible for any loss or damage regarding the changes in the legal representatives of a Corporate Customer.

To use the Platform, Quanloop may request Investor identification by way of an ID-card, Mobile-ID, bank link, or other identification measures which are accepted by Quanloop. For the submission of any declarations of intent which may bring about legal consequences, or issue confirmations, Quanloop may require an Investor’s signature to be given using an ID-card, Mobile-ID, bank link, mobile communications, or other methods of authentication.

Quanloop has the right to modify the investor identification measures of a Customer, Corporate Customer or Investor at any time, and to utilise other means of personal identification at its discretion.

4. Collection of Personal Data and Processing Objectives Thereof

Quanloop processes the following personal data which has been submitted to Quanloop under the Terms or by any other means: Personal data (name, personal identification code, date of birth, nationality, identity document details, telephone number, address, e-mail address, etc.) for the sole purpose of personal identification. After the personal identification, the personal data is used to provide the services through the Platform and fulfil other agreements with Investor. For more information about the collection and management of personal data, please read the Quanloop Privacy Notice located on the Platform.

5. Cookies

This Platform contains cookies. Cookies are small text files that are placed on your computer by websites you visit. They are widely used to make websites work, or work more efficiently, as well as to provide information to site owners. Most web browsers allow some control of most cookies through browser settings. For more information about Cookies, please read the Quanloop Privacy Notice and the Cookies Consent documents located on the Platform.

6. Portfolio preferences

Quanloop offers loans at three risk levels: low, medium, and high.

The low-risk level is applied to loans with a loan-to-value (LTV) ratio lower than fifty-five (55%) per cent, that is from zero (0%) per cent to fifty-four point nine (54.9%).

The medium-risk level is applied to loans with a loan-to-value (LTV) ratio starting from 55% (fifty-five) per cent and lower than 85% (eighty-five) per cent, that is between fifty-five point zero (55.0%) per cent to eighty-four point nine (84.9%) per cent.

The high-risk level is applied to loans with a loan-to-value (LTV) ratio starting from 85% (eighty-five) per cent. This risk plan is also applied to loans without collateral.

The Investor must choose a risk plan or continue with the risk plan provided by Quanloop by default. The plan offered by Quanloop by default sets the Investor’s Portfolio risk plan to Low, offering all the money that the Investor transfers to Quanloop for investing to be invested under the low-risk plan.

The Investor must invest at least one-third (1/3) of its money within the low-risk plan.

The Investor may invest a maximum of one-half (1/2) of its money within the medium-risk plan if it invests at least the remaining half (1/2) of its capital within the low-risk plan.

The Investor may invest a maximum of one-third (1/3) of its money within the high-risk plan if it invests at least two-thirds (2/3) of its capital shared equally between the Low and Medium risk plans.

The Investor must define their preference of how their money is placed by choosing how much money will be invested under the low-risk plan, how much will be invested under medium and how much money will be invested under the high-risk plan.

The Investor must invest all of the money it keeps in Quanloop. The Investor may not set less than 100% of their money to be invested under low risk. Quanloop borrows money from the Investor considering the Portfolio preferences and available loans. The minimum amount of money to be invested is 1,00 euro. If the money is split between the loans with different risk levels, each investment in each loan is in whole euros. If upon the splitting of the money there are cents that may not be invested, those cents should be summed up to full euros and added to the low-risk plan. Any cents that cannot sum up to one whole euro stay uninvested.

7. Investing modes

The Investor may choose one of two investing modes: the Earning mode and the Saving mode.

In the Earning mode, all the profits and cashback are paid out automatically to the most recent IBAN account of the Investor.

In the Saving mode, all the profits and cashback are repaid to the Investor’s Quanloop balance for further investing.

The Earning mode is activated by default. Switching between investing modes can be performed at any time on the Platform.

8. Loan origination and repayment

The Investor understands that the main business of Quanloop is wholesale funding.

The Investor lends money to Quanloop for the purpose of re-lending. Quanloop borrows different amounts of money to finance business entities via lending.

Quanloop never lends money to a consumer (that is a natural or legal person who will consume and repay the debt received, hereinafter referred to as the Consumer). Instead, Quanloop works with business partners who borrow money from Quanloop and further lend to the consumers (hereinafter referred to as the Partner).

Each time Quanloop lends money to a Partner, a separate loan agreement is signed for an amount, a term, and an interest rate that suits both Quanloop and the Partner (hereinafter referred to as the Partner Credit or Credit). Each Credit has collateral and/or is secured by personal guarantee(s); the Credit collateral is the basis for the loan-to-value (LTV) ratio calculation and risk planning (hereinafter referred to as the Original LTV). Each Credit, including all the collateral(s) and guarantee(s), is pledged towards the Loans borrowed from the Investors.

The Investor and Quanloop enter into the loan agreement when the Investor correctly registers on the Platform and accurately transfers money to Quanloop client’s bank account. Under the same loan agreement, the Investor regularly gives short-term loans to Quanloop in the extent of the money invested in the Quanloop by the Investor. Each short-term loan is given for the amount of 1 (one) Euro, the term of twenty-four (24) hours and an interest rate proposed by the Investor (hereinafter referred to as the Loan). The terms and conditions of the loan agreement are stated in the Quanloop Loan Agreement document located on the Platform.

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.

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.

Each short-term Loan is given for a term of 24 hours. The time when Quanloop receives the Credit is 00:00:00 at midnight, and the time it returns the Credit is 23:59:59.

Any reference in these Terms or in other documents published on the Platform to a specific time shall refer to the time in the Estonian time zone (UTC +3 EEST/UTC +2 EET).

Each Loan principal is always fixed to the amount of 1 (one) Euro. The interest is proposed by the Investor, predefined in the Portfolio preferences, and dependent on the Original LTV.

The Loan earns interest based on the annual interest rate defined by an Investor divided by the actual number of days in the current year (“Act/Act” day count convention). The interest is repaid according to the investing mode preferred by Investor in the following month on the date defined in these Terms.

The Loan is repaid on the day following the date of the Loan term. If Quanloop is unable to repay the Loan during the next twenty-four (24) hours following the date of the Loan term, it will pay extra annualised 2 (two) per cent for each delayed day (hereinafter referred to as the Delay premium). Delay premium is calculated by dividing 2 (two) per cent by the actual number of days in the current year (“Act/Act” day count convention). If the delay takes place, the Investor will earn the interest they have specified in the Portfolio preferences from the moment of the Loan acceptance, plus the Delay premium. If an Investor has changed their Portfolio preferences after the Loan acceptance, but the Loan is delayed, then the interest specified at the moment of the Loan acceptance is used for all calculations unless fully repaid by Quanloop.

If an Investor asks to withdraw money, but the money is locked within a Loan that has been delayed, the locked amount of money locked will be repaid right after the Loan has been repaid.

9. Interest payout

Quanloop pays out interest once a month, on the 15th (fifteenth) calendar day of the following month. If the pay-out date is not a Bank day, the pay-out will be made on the first Bank day that follows the 15th (fifteenth) calendar day of the following month.

The interest that has been accrued during the current month will be paid out in the following month. For example, the interest from the Loan of the 1st (first) calendar day of the current month will be paid out on the 15th (fifteenth) calendar day of the following month along with the interest earned from the Loan of the 31st (thirty-first) calendar day of the current month.

10. Withdrawal of the Investor’s money

Quanloop will withdraw money into the most recent account of the Investor.

Quanloop will withdraw money to the Investor’s personal IBAN bank account, which has to be indicated in the Investor’s account. If the Investor has not correctly submitted Investor’s personal IBAN bank account number, Quanloop cannot withdraw the money. Quanloop shall not be obligated to pay extra interest or any other monetary penalty for the time from the withdrawal request until the submission of the Investor’s correct personal IBAN bank account. Quanloop shall not be liable for any loss or damage arising from the incorrect information on the Investor’s account, including the absence of Investor’s correct personal IBAN bank account number.

The Investor may request any amount of money from the Quanloop balance. By the time of the withdrawal request, some money may be locked within a loan agreement until the following day (hereinafter referred to as the Locked money) or not (hereinafter referred to as the Free money).

Locked money will be transferred back to the Investor’s bank account on the following Bank day, and the funds will be released from the loan agreement.

Free money will be transferred to the Investor’s bank account by the end of the following Bank day.

11. Conflicts of Interest

We will ensure that any potential conflicts of interest that might arise between Quanloop and an Investor, or different Investors, are identified and managed effectively per our internal conflicts of interest policies.

12. Complaints

We always try to offer the best service possible. However, if you are unhappy with any service or product provided by us or any Quanloop related company, please contact us by email [email protected]

We will endeavour to resolve your complaint as quickly and as fairly as possible.

13. Other Miscellaneous Terms

If any provision of these Investor Terms and Conditions is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, this will not affect the validity and enforceability of the remaining provisions.

The Platform is an online service and all documents or notices that we wish to send you may be delivered to you through the Platform on the pages accessed upon authentication. You may also receive by e-mail a prompt from time to time for you to log into the Platform. We may also send you letters to the address you have registered with us or in any other manner we consider appropriate.

Our rights under these Terms may be exercised as often as necessary, are cumulative and not exclusive of any rights or remedies provided by law. Delay in the exercise of any power granted to us in these Terms is not a waiver of that right.

Quanloop may assign or transfer all or part of our respective rights and obligations under these Terms to any person we reasonably consider capable of performing them. We may also exercise any of our rights through any Quanloop legally related company or a service provider we engage. You cannot assign or transfer your rights and obligations under these Terms.

The residence, location and venue of the provider of the online service under these Terms and the place of the provision of the online service under these Terms are the Republic of Estonia. These Terms are governed by and construed in accordance with Estonian law. If any dispute (whether contractual or non-contractual) arises out of, or in connection with, these Terms, the Investor and we submit to the non-exclusive jurisdiction of the courts of Estonia.