Company to be financed (Company):
Person to be financed (Person):
Fellow Finance Oyj – crowdfunding and peer-to-peer-lending service
www.fellowfinance.fi is a website maintained (business ID: 2568782-2) (”Fellow Finance”) by Fellow Finance Oyj. Fellow Finance is a public limited company founded in accordance with Finnish legislation. Its head office is situated at the address Pursimiehenkatu 4 A, 00150 Helsinki. Fellow Finance offers the mediation of peer-to-peer loans and loan-based crowdfunding for companies through its web service. Fellow Finance does not offer the investment services denoted in the Act on Investment Services.
The use of Fellow Finance’s products, software and website (hereinafter jointly referred to as “Services”) is based on an agreement concluded between You and Fellow Finance.
The purpose of the Services is to maintain a service through which Companies seeking financing can find investors for loan-based crowdfunding or Persons can find investors for peer-to-peer loans (“Investor”) and Investors can find Companies and/or Persons. The Companies, Persons and Investors are jointly referred to as “You” in the Terms. You can register with the Service either as a Person, Company and/or Investor.
In addition to the above, Your agreement with Fellow Finance includes the Contractual Terms (e.g. the Promissory Note and its General Terms and Conditions) applied to the Services, depending on the Services that You use. All of these are below jointly referred to as “Service Terms”. The Service Terms applied to the Services can be read either within the Service or in connection with using the Service.
These General Terms and Conditions, together with the Service Terms, constitute a binding agreement between You and Fellow Finance related to Your use of the Service. It is important that You read them carefully. This legal agreement is hereinafter referred to as “Terms”. If there is inconsistency between the Service Terms and the General Terms and Conditions, the Service Terms of each Service shall have priority.
Approval of Terms
You cannot use the Services or accept the Terms if (a) You do not have legal capacity to conclude binding agreements with Fellow Finance or (b) You are prevented under Finnish law, or under the laws of other countries, including the country the inhabitant or citizen of which You are and the country from which You use the Services, from receiving the Services. Before You continue, we recommend that You print and save a copy of the General Terms and Conditions for archiving.
You can use the web service without creating a Customership Account. However, You must create a Customership Account so that You can View more detailed information about Individuals and / or Companies seeking finance, participate in peer-to-peer lending and / or loan-based crowdfunding on the Service. Borrower may open a Customer Account, create User Accounts associated with the Customer Account, and apply for a new loan through the Fellow Finance online service, update customer and personal information, manage the loan electronically, and, for example, make credit withdrawals.
You can create a Customership Account in the Service by submitting the requested information. Due to legislation, You must answer questions about Your investment assets, their origins and customer identification when creating the Customership Account. In order to use the Customership Account, You must first identify yourself electronically or by some other means we may require and accept the terms of the Service. (Act on Detecting and Preventing Money Laundering and Terrorist Financing). You are personally responsible for ensuring that the information You have submitted is up-to-date, correct and complete. You undertake to update any changes in Your information in our Service.
Using or attempting to use the service for criminal or unethical purposes or other intentional misuse of the Service or the intentional or unintentional violation of laws and regulations and any attempts to do so;
Stealing, changing, viewing or removing another user’s information;
Misuse or attempted misuse of the Service;
Transfer of the use of the Service of other users or the Customership Account to another without Fellow Finance’s consent or actions that are against Fellow Finance’s rules and guidelines; or
The unpermitted sharing or downloading of content owned by another; or
The sharing of incorrect, inaccurate, misleading, unethical or insulting information; or failing to pay an Investment; or
The unpermitted copying, editing or sharing of information on Fellow Finance’s website; or
The downloading or installation of viruses or other malware or the attempt to do so; or
Communication with other users with a criminal or harmful purpose; or other corresponding action is strictly prohibited and can lead to the immediate termination of the Customership Account.
Services offered by Fellow Finance and their availability
Fellow Finance can have subsidiaries and affiliates all over the world (“Subsidiaries and Affiliates”). Sometimes these companies offer Services to You on behalf of Fellow Finance. You understand and accept that the Subsidiaries and Affiliates are entitled to offer Services to You.
You understand and accept that the form and nature of the Services offered by Fellow Finance may change from time to time without a separate notification to You. Also the Terms may change, and Fellow Finance recommends that You check valid Terms from time to time. You will be notified of any material changes to the Terms on our website.
As part of continuous development work, You understand and accept that Fellow Finance may discontinue or interrupt the provision of the Services (or properties contained in the Services) to You or the users exclusively at its own discretion without informing You of this separately. You can discontinue the use of the Services at any time without separately informing Fellow Finance of this.
Pursuant to the Act on Detecting and Preventing Money Laundering and Terrorist Financing, Fellow Finance has customer due diligence. You accept and understand that Fellow Finance may request You to provide information about You in order to fulfill its legal due diligence obligation. You also understand and accept that if You do not provide correct, complete information for the fulfilment of the due diligence obligation, Fellow Finance can prevent the use of the Services or limit it e.g. by freezing Your assets that are subject to a business transaction in order to obtain the necessary information.
You understand and accept that if Fellow Finance prevents access to Your Customership Account, You cannot necessarily enter the Services, Your user information or other content available on Your Customership Account.
You only commit to use the Services for purposes permitted in the Terms and the laws or provisions of applicable states or in generally approved practices or guidelines. You commit not to use (or attempt to use) any of the Services except via the user interface provided by Fellow Finance, unless You have concluded a separate agreement that entitles You to do so. You commit not to enter into any activities that could interrupt or interfere with the Services (or servers and networks connected with the Services).
Unless You have expressly agreed otherwise in writing with Fellow Finance, You commit not to reproduce, multiply, copy, exchange or resell the Services for any purpose. However, You are free to recommend the Service to others.
Persons, Companies and Investors are solely responsible for official reporting related to their financing and investments and for the payment of taxes and corresponding fees.
You accept that You are solely responsible (and that Fellow Finance is not responsible to You or any third party) for the violation of all of Your obligations pursuant to the Terms or the consequences of such violation (including any loss or damage that Fellow Finance may incur).
Service-related fees and costs
The use of Fellow Finance’s web service is free of charge. The costs of and fees charged for the Service are indicated in Fellow Finance’s price list that is available in the Service.
To verify assignments, Fellow Finance must record phone calls with customers that concern the mediation of loans. Call recordings are kept for two years or as long as is necessary for the fulfilment of the rights or obligations related to the Service.
Security of your password and Customership Account
You accept and understand that You are responsible for the safe use, keeping and confidentiality of the passwords that You use in order to access the Service. You accept that You are solely responsible to Fellow Finance for all of Your actions taking place on Your Customership Account. Correctly entered identification information corresponds to Your signature, and You accept that all commitments and other expressions of will made in Your name in the Service are binding on Yourself and the company that You represent.
If You become aware of the unauthorised use of Your password or Customership Account, You undertake to immediately inform Fellow Finance of this. You also undertake to change Your password if You have reason to suspect that it has fallen into wrong hands.
Content of Services
You understand that all content (such as data files, written text, computer software, audio files or any other audio, photographs, videos or other images) that You have access to as part of the Service or in connection with the use of the Service, and the up-to-dateness, correctness and accuracy of such information, are under the exclusive responsibility of the Person, Company or Investor from which the content was derived. All such information is hereinafter referred to as “Content”.
You are aware that the Content presented to You as part of the Services, including the works generated by the Service users, advertisements appearing in the Service and sponsored Content in the Service, can be protected with intellectual property rights owned by the users of the Services, sponsors or advertisers You may not edit, rent, lend, sell or distribute the Content or create works derived from the Content unless You have separately agreed on this in writing with Fellow Finance or the owner of the Content.
Fellow Finance reserves the right (but is not under the obligation) to pre-check, view, mark, filter, edit, reject or remove any or all of the Content from any Service without informing You of this separately.
You accept that You are solely responsible (and that Fellow Finance is not responsible to You or any third party) for all Content that You create, download, mediate, display or otherwise present when using the Services, and thereby also for the consequences of Your actions (including losses or damage that Fellow Finance may incur). You also understand that Fellow Finance is not responsible for any Content created, downloaded, mediated or displayed by other users or the correctness, completeness or up-to-dateness of the information presented in it.
You assure that You have the necessary rights to use all the content that You have created, downloaded, mediated, displayed or otherwise presented in the way and in the scope You are using it. You also assure that the said Content is up-to-date, complete, correct and accurate and that the publishing of the Content is not prohibited or restricted under laws or official regulations and that the Content is not against good practice or insulting.
Right of use to Content awarded by You
You retain copyright and other rights in Your possession to the Content that You send, publish or display in or through the Service. By sending, publishing or displaying Content, You give Fellow Finance a continuous, irreversible, global, free-of-charge and non-exclusive license to reproduce, adapt, edit, translate, publish, present in public, show in public and distribute any Content that You deliver, send or display in or through the Services. The sole purpose of the license is to allow Fellow Finance to display, share or promote the Services. Fellow Finance does not publish information about You that is personal and expressly marked as confidential except for information needed for the use of the Services.
You confirm and assure to Fellow Finance that You have all the necessary rights, power and authorisations to award the aforementioned user rights to the Content.
Terminating Your contractual relationship
If You wish, You can terminate the terms of the Service and all agreements, unless agreed upon otherwise, by submitting a written notification of termination with a period of notice of one (1) month.
EXCLUSION OF WARRANTIES
Nothing in these Terms removes or limits Fellow Finance’s warranties or liabilities for losses that cannot be legally excluded or limited. Some states do not allow the removal of specific warranties or terms or the removal or limitation of liabilities with regard to a loss or damage that is due to negligence, breach of contract, the violation of indirect terms or incidental or indirect damage. Therefore, You are only subject to legal limitations valid in Your state, and Fellow Finance’s liability is limited to the minimum amount stated in law.
You understand and accept that You use the Services under Your own responsibility and that the Services are offered “as they are at any given point in time”. You are responsible for the correctness, accuracy, adequacy and up-to-dateness of the information You have submitted. Mistyping and corresponding mistakes are under Your own responsibility. If, for example, You type a wrong account number for the returning of funds, Fellow Finance will not be liable for any loss that You may incur as a result of this.
Fellow Finance does not guarantee that Your use of the Services matches Your requirements; that Your use of the Services is continuous, secured or faultless or that You have access to the Service at all times; the information You receive as a result of using the Services is accurate or reliable; or that defects in the operation or functionality of the software offered to You as part of the Services are repaired. All the material You have downloaded or otherwise obtained when using the Services is under Your own responsibility, in addition to which You are solely responsible for any damage or loss of information that downloading the said materials may cause to Your computer software or other device. No piece of advice or information that You have received from or through Fellow Finance or the Services, whether verbal or written, constitutes a warranty that has not been separately mentioned in the Terms.
In addition, Fellow Finance waives all express and indirect warranties and terms that apply to a specific purpose and inviolability, including but without limitation to the indirect warranties and terms of trading.
You understand and accept that Fellow Finance and its subsidiaries are not liable to You: for any direct, indirect, immediate or consequential damage that You may incur. This includes, among others, non-gained profit (regardless of whether the reason for non-gained profit was direct or consequential), loss of reputation or goodwill, loss of information, acquisition costs of replacing products or services and other immaterial losses; for any immediate or consequential loss or damage You may incur, including losses or damage due to the fact that You have trusted the completeness, accuracy or existence of the advertisements appearing in the Services, or for damage You may incur as a result of the relationship or business transaction between You and an advertiser or sponsor whose advertisements appear in the Services; the content downloaded by the user is inadequate, incorrect, incomplete or obsolete.
Fellow Finance makes changes to the Services or permanently or temporarily interrupts the providing of the Services (or part thereof);
If any content or information in the Service is destroyed, damaged or cannot be saved; You neglect to submit up-to-date account information for the transfer or return of invested assets; or You neglect to keep Your password or user ID safe and confidential.
You are personally responsible for all of Your use of the Service, including, without limitation, to the investments You have made through the Service. Participation in the financing of Persons and/or Companies is the user’s own decision. Publishing the financing application does not mean that Fellow Finance would recommend the relevant investment target to You or that Fellow Finance would consider the investment target good. You assure that You make the investment decision solely on the basis of the information presented in connection with the financing application on the website.
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Changes to Terms
Fellow Finance can amend the General Terms and Conditions or the Service Terms from time to time. When the amendments have been made, Fellow Finance posts a new version of the General Terms and Conditions on its web service and/or website.
You understand and accept that Your use of the Services after amendments to the General Terms and Conditions or the Service Terms is considered acceptance of the updated General Terms and Conditions or the Service Terms.
General legal terms and conditions
Unless agreed otherwise, the Terms constitute the whole agreement between You and Fellow Finance and regulate Your use of the Services. The Terms fully replace any previous corresponding agreements concerning the Services between You and Fellow Finance.
You accept that Fellow Finance may send You customer messages, including notifications about amendments to the Terms, by e-mail, telephone or mail or by attaching a notification to the Services.
You accept that if Fellow Finance does not fulfill or execute a right or legal remedy included in the Terms or stated in a valid law, this shall not be considered a formal waive of Fellow Finance’s rights, and that the said rights and legal remedies continue to be available to Fellow Finance.
If a court with competent jurisdiction decides that any of the provisions in these Terms is invalid, the provision can be removed from the Terms without this affecting the remaining provisions of the Terms. The remaining provisions of the Terms will remain in force and enforceable.
You recognise and accept that Fellow Finance’s subsidiaries are considered the beneficiaries of these Terms and that such subsidiaries are entitled to trust a provision in the Terms that furnishes them with rights and to directly implement such terms. As third parties, parties other than the said subsidiaries cannot be beneficiaries based on the Terms. Finnish law is applied to the relationship between You and Fellow Finance, except for its provisions concerning the choice of law. You and Fellow Finance agree that you will exclusively subject any issues related to the Terms to courts situated in Helsinki, Finland. You accept that in spite of the above, Fellow Finance is entitled to apply for temporary precautionary measures (or corresponding urgent legal remedies) in any jurisdiction.
Warning of risks related to investments
Investing in promissory notes always entails risks, such as loss of capital, poor liquidity and the debtor’s insolvency. Please read the following risk warning before investing in investment targets.
We recommend that You always investigate investment targets carefully, divide Your risks by decentralising investments in several investment targets representing different credit categories and also balance your investment portfolio with higher liquidity investments.
Never invest more than what You are ready to lose. Divide risks by decentralising Your investment portfolio.
Risks related to promissory note loans
A Company and/or Person financed out of promissory note loans pays interest for the investment monthly or as agreed throughout the loan period and after the end of the loan period receives the lent capital in full or as monthly instalments, for example, as may be agreed. Fellow Finance or any party is under no circumstances responsible for the solvency of the Company or Person to be financed, so the investor may lose the invested capital. Promissory Notes are high-risk investment targets.
The Company and/or Person to be financed cannot necessarily maintain its solvency throughout the loan period, so it is possible that it cannot pay back its debt based on the terms of the Promissory Note. In the worst scenario the investor then has the position of a bankruptcy creditor and cannot necessarily receive back the whole lending capital. The Company and/or Person to be financed may not have enough assets to pay interest either. The investor is personally responsible for its investment decision and nobody will compensate to it the losses it may incur as a result of the poor success of the Company and/or Person to be financed.
Liquidity means exchangeability with money. The crowdfunding loans and peer-to-peer loans mediated through the service are not securities in the sense denoted in the Securities Act, but promissory notes as denoted in the Promissory Notes Act. Promissory Notes can be transferred i.e. sold to another investor in Fellow Finance’s Service. Although an after-market exists, this does not mean that the investor could transfer the Promissory Note to a new investor in the middle of the loan period.
Promissory note loans are typically unsecured. This means that if the company becomes insolvent, no security will secure the invested capital or unpaid interest but the investor may lose its investment. In the case of insolvency, secured debts and other preferential claims are paid before unsecured ones and in the order of priority of creditors the holder of an unsecured Promissory Note is in the weakest position.
The investor faces the risk of the premature repayment of the Debt. The Company and/or Person to be financed can pay back the capital it has borrowed at any time before the expiry of the loan period, and the investor cannot deny this. The loan interest percentage is always agreed beforehand, and changes taking place in the general interest rates do not affect its amount.
The exchange risk means the impacts of currency value fluctuations on the value of Your investment. When You invest in a Promissory Note provided in a currency other than euro, You are exposed to an exchange risk. In addition, depending on the method of payment, Your bank may charge a currency exchange fee based on its price list.
In case of any different interpretation of the texts of this Agreement in Finnish and English, the Finnish wording shall be decisive.