General Terms Conditions (GTC) – July, 12th, 2018
The online platform www.acredius.ch (PLATFORM), operated by Acredius AG, CHE-443.581.719 (ACREDIUS), makes a first group of USERs (hereinafter “BORROWERS”) meet a second group of USERs (hereinafter “INVESTORS”) in an unconventional, paper reduced, intuitive and safe environment. BORROWERS can only be legal entities domiciled in Switzerland and Liechtenstein.
ACREDIUS is not a bank and does not grant loans, but an intermediary platform providing loans to BORROWERS with loan amounts financed by the direct assignment of loan claims to INVESTORS who provide the money.
The loan agreement (the LOAN AGREEMENT) will be concluded between ACREDIUS and the BORROWER. INVESTORS will be able to finance parts or the total loan by purchasing from ACREDIUS the assignment of the loan claims arising from the LOAN AGREEMENT. When an INVESTOR finances a project or parts of it, he will be bound by an assignment agreement (the ASSIGNMENT AGREEMENT) to ACREDIUS. USERs are anonymous in the PLATFORM. BORROWERs and INVESTORs don’t know each other’s identity. There is no direct contract between the BORROWER and the INVESTOR.
2. TARGET MARKET
The PLATFORM is exclusively intended for BORROWERS who are companies domiciled in Switzerland or Liechtenstein (also e.g. associations like a football club or commercial partnerships) and INVESTORS who are natural persons or companies residing or domiciled in Switzerland or Liechtenstein.
US citizens cannot invest on ACREDIUS, given the current laws and regulations applied to them in Switzerland.
BORROWERS can only apply for a loan with clear business objective. The decision whether to consider an objective as business oriented is exclusively with ACREDIUS.
Persons and companies that provide loans, credits or similar within the scope of their business or profession (especially professional credit institutions), are excluded from using ACREDIUS’ and the PLATFORM’s services.
3. REGISTRATION AND USE
Registration is required for the use of ACREDIUS services. Registration requires opening a personal USER account and agreeing online to these General Terms and Conditions (“I agree” button at the end).
USER registration as BORROWER is only open to companies with commercial register entries and with registered offices and a bank account in Switzerland or Liechtenstein.
USER registration as INVESTOR is only open to companies with commercial register entries and with registered offices in Switzerland or Lichtenstein and natural persons with capability to act (no restriction of their legal ability to act in any way) who are minimum 18 years old, resident of Switzerland or Liechtenstein and hold a bank account in Switzerland or Liechtenstein. Minors (i.e. persons below 18 years) and persons residing outside Switzerland and Liechtenstein are excluded from the use of the PLATFORM.
Only one account can be opened per company and one account per natural person. The USER account is personal and not transferable. Group registrations (as for example families, couples, etc.) are not accepted.
An INVESTOR can be represented by a BROKER managing one or more INVESTORS. The BROKER needs to have a procuration per INVESTOR. The USER is obliged to deliver proof of the BROKER’s identity and signature.
The USER agrees to completely and truthfully provide all of the information necessary for registration. The required information is at the sole discretion of ACREDIUS. USERS and BROKERS must be identified by ACREDIUS in compliance with the legal requirements and particularly the current legislation on money laundering (AMLA). ACREDIUS reserves the right to check the information and, if necessary, to obtain complementary information from third parties.
Any changes to the provided information must be communicated to ACREDIUS by email to info(at)acredius.chimmediately to ensure that the information on the PLATFORM is always complete and correct. Incomplete registrations can be deleted by ACREDIUS after a reasonable period of time.
If incorrect or fraudulent information is given, ACREDIUS reserves the right to terminate the USER agreement and any additional contractual relationships with the USER in question without notice.
Registration alone does not automatically entitle USERs to activate their loan or project search on the PLATFORM.
ACREDIUS reserves the right to reject and not activate submitted applications without giving a reason. ACREDIUS also reserves the right to refuse registration, to exclude members or no longer offer a service without giving a motive. Excluded members are prohibited to re-register without prior written consent of ACREDIUS. The exclusion of a member does not affect ACREDIUS’ rights against the member. There is no claim for registration.
Collected texts and uploaded videos and pictures must not violate the rights of third parties - in particular film or trademark rights, must not be obscene or offensive, or otherwise violate decency. Any and all liability by ACREDIUS is excluded. USERs who violate the regulations regarding uploaded data are fully liable to ACREDIUS for any direct or indirect damage arising from such violation.
ACREDIUS will never give the password to any third party and will never ask by email or phone for a password or USER name. Any such inquiries are to be ignored and reported to ACREDIUS.
The mass sending of emails or other messages on the PLATFORM that could infect the PLATFORM with Trojans, worms and other viruses, the elimination or circumvention of hacking, the use of automatic update software or programs that allow downloading of information, is not permitted. ACREDIUS has the right to block the relevant account of a USER in the case of violation and reserves the right to resort to further legal steps.
The addresses and other contact information of other persons which are made available through the use of ACREDIUS services may not be used by the USERs for any purposes outside the actual LOAN AGREEMENT resp. ASSIGNMENT AGREEMENT.
USERs may cancel their account at any time by email to ACREDIUS info(at)acredius.ch under the condition that:
The cancellation will be valid and effective only with confirmation by ACREDIUS; at the same time the USER account is locked, and all loan requests, which are filed, but not yet activated are deleted. Any losses resulting from cancellation of the contract are borne by the USER.
By registration and acceptance of the GTC, the USER accepts that any agreement concluded in connection with ACREDIUS or the PLATFORM is valid also if it is executed in several counterparts. In such case, each counterpart shall be deemed to be an original copy of the agreement, and all of the counterparts, when taken together, shall be deemed to constitute one and the same agreement. Signatures to an agreement transmitted by electronic mail in “portable document format” (“.pdf”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of the agreement, shall have the same effect as physical delivery of the paper document bearing the original signature. By signing on behalf of another person or of a company, the USER represents that he is duly authorized so sign on this person’s or company’s behalf.
4. USER account (My ACREDIUS)
Each member has a USER account on which the activated loan applications and their status are indicated (e.g. residual maturity / successful / unsuccessful, etc.). The basic parameters (e.g. amount, interest rate, outstanding payments, etc.) are recorded for each LOAN AGREEMENT resp. PURCHASE AND ASSIGNMENT AGREEMENT successfully concluded.
The USER account can only be viewed by the respective USER.
When using the PLATFORM, the USER shall observe the laws and ensure that its information, loan applications, etc. are lawful and do not violate any third-party rights.
The USER should check his account and his emails at least once a week, especially during a running project.
5 OPERATING MODE
5.1 Application of the Loan Project
A registered potential BORROWER submits a loan objective. ACREDIUS checks plausibility of the loan objective and in particular, ACREDIUS verifies BORROWER’s creditworthiness relying on the information provided by him for this purpose. ACREDIUS may at its own discretion rely on information obtained from third parties. Once creditworthiness and plausibility have been positively verified, the BORROWER receives a LOAN AGREEMENT including a risk category and interest rate to repay. To accept, the BORROWER must confirm the LOAN AGREEMENT by clicking on a button. The LOAN AGREEMENT is subject to the suspensive conditions described in the GTC and the LOAN AGREEMENT. Amendment of or withdrawal from the LOAN AGREEMENT after the BORROWER received it is subject to fees.
For the purpose of reviewing the loan application, the BORROWER authorizes ACREDIUS to obtain all necessary information, in particular for the purpose of checking the creditworthiness from public and private sources as well as from credit rating agencies (CRIF), social media creditworthiness partners (FriendlyScore) and other external sources. ACREDIUS will assess the creditworthiness and classify the BORROWER into a risk category (from A+ to D). Based on the risk category, ACREDIUS proposes to the BORROWER the loan conditions. The decision on the necessary documents, which the BORROWER must provide for the examination of his application, is at the sole discretion of ACREDIUS. There is no claim for acceptance of the application.
5.2 Publication of the Approved Loan Project
In case the BORROWER receives a LOAN AGREEMENT, he is entitled to place his approved loan project on the PLATFORM according to the provisions of the GTC and the LOAN AGREEMENT.
The approved loan project is placed on the PLATFORM for a period of 14 calendar days (INVESTMENT PERIOD). ACREDIUS may extend the INVESTMENT PERIOD for a reasonable period of time.
By publishing the loan project, USERS of the PLATFORM are also provided with anonymous information on the loan. This includes at least anonymous personal data (blinded BORROWER profile), the creditworthiness and the financial situation of the BORROWER. In case of special legal procedures, ACREDIUS might further need to disclose personal data of BORROWERS or INVESTORS or data regarding a project.
5.3 Financing by Investors: Financing Commitment
Registered INVESTORS can then view the projects and select the ones they want to finance. If there are sufficient INVESTORS to fully finance the approved loan project (including related fees), the project is considered as “Fully Financed Loan Project". If not enough INVESTORS choose the project to reach the minimum amount to finance, the loan project cannot be achieved. While submitting their applications, BORROWERS may however choose to accept a lower loan for at least 80% (“minimum accepted amount”) through financing commitments by INVESTORS. If the minimum accepted amount is achieved, the project will be considered as an "Imperfectly Financed Loan Project" and becomes binding. Fully Financed Loan Projects and Imperfectly Financed Loan Projects are collectively referred to as "Financed Loan Projects".
During the INVESTMENT PERIOD, INVESTORS can choose the loan claims they want to acquire, with a minimum of CHF 200 per claim. This financing commitmentis binding until the end of the (as the case may be reasonably prolonged) INVESTMENT PERIOD and cannot be amended or canceled. The financing commitment is binding whether it turns out to be a Fully Financed Loan Project or an Imperfectly Financed Loan Project. If the loan project has successfully materialized, then the INVESTOR is automatically bound by the PURCHASE AND ASSIGNMENT CONTRACT, if not, then the financing commitment terminates without further ado. A revocation of the financing commitment is only possible if no further commitments have been issued for the corresponding loan project.
To confirm their decision for investment, INVESTORS need to type “INVEST” in a field to activate the invest button. Once the General Conditions check box is ticked and the invest button pushed, the financing commitment is binding. The INVESTOR will subsequently receive a mail notification from ACREDIUS with the financing commitment and interest details.
The financing commitment between the INVESTOR and ACREDIUS is subject to the following suspensive conditions:
1. A Fully or an Imperfectly Financed Loan Project materializes, meaning that at least 80% of the loan amount requested by the BORROWER is covered by the sum of all the financing commitments from INVESTORS within the (as the case may be reasonably prolonged) INVESTMENT PERIOD; and
2. that an effective LOAN AGREEMENT is concluded between the BORROWER and ACREDIUS.
Following the end of the INVESTMENT PERIOD, the INVESTOR is informed as to whether a loan project has successfully materialized.
Once the project fully or imperfectly financed, the INVESTOR receives an email notification with the purchase and assignment contract between ACREDIUS and the INVESTOR detailing the final conditions of the agreement (PURCHASE AND ASSIGNMENT CONTRACT). The PURCHASE AND ASSIGNMENT CONTRACT is in accordance with the financing commitment and specifies the conditions according to the final percentage of coverage (between 80% - 100%).
NVESTORS will need to provide the agreed funds for the loan and pay the respective costs (according to paragraph 7.1) to ACREDIUS within 20 days after receiving the email notification with the PURCHASE AND ASSIGNMENT CONTRACT. With the receipt of payment of the agreed funds by ACREDIUS, the PURCHASE AND ASSIGNMENT CONTRACT is executed and thereby ACREDIUS’ claims towards the BORROWER are assigned to the INVESTORs pro rata of their financing commitment. So, each INVESTOR will receive the receivables from the LOAN AGREEMENT pro rata on the basis of his financing commitment. Between 1-10 days after execution of the PURCHASE AND ASSIGNMENT CONTRACT, the current receivables from the LOAN AGREEMENT are paid from the BORROWER to the INVESTORS via ACREDIUS in proportion to their respective financing commitments. ACREDIUS is liable to forward the receivables transferred to it for the INVESTORS.
If enough INVESTORS declare their willingness to finance the specific project and the other conditions fulfilled, the LOAN AGREEMENT will be concluded between the BORROWER and ACREDIUS. The decision whether to conclude a LOAN AGREEMENT with a BORROWER is exclusively with ACREDIUS.
USERS authorize ACREDIUS to report their contractual relationships with ACREDIUS to any and all office where reporting is required by legal obligation..
For natural persons:
USERS need to upload on the PLATFORM:
Additionally, USERS must undergo identity checks in order to use ACREDIUS as BORROWER or INVESTOR, for legal reasons and to ensure the integrity of the PLATFORM.
To this end, the following identification options shall apply:
For Legal Persons:
7. COSTS AND FEES
Registration is free of charge.
Upon successful conclusion of a LOAN resp. ASSIGNMENT AGREEMENT, the USERs will be charged the following costs:
Fees from third parties (especially fees and charges of financial institutions for money transfer) must be paid by the USERs and will not be covered by ACREDIUS.
The following fees apply further for activities in the settlement of the successfully concluded LOAN resp. ASSIGNMENT AGREEMENT:
The fees according to this paragraph are payable immediately upon receipt of the bill and are billed in separate bills.
ACREDIUS reserves the right to change the fees at any time.
8. RISK DISCLOSURE AND USERS’ SELF RESPONSIBILITY. LIABILITY
ACREDIUS carefully evaluates the creditworthiness of BORROWERS who place loan applications on the PLATFORM. For this, ACREDIUS relies on information and documentation provided by the USER for evaluation purposes and on external creditworthiness sources (CRIF, FriendlyScore, etc.). The result of the evaluation constitutes neither a guarantee of the BORROWER’s ability to pay nor a recommendation to conclude a LOAN AGREEMENT or to purchase a LOAN CLAIM. USERS cannot derive any claim from the risk class or the loan conditions against ACREDIUS.
In particular, ACREDIUS provides no consultation services. INVESTORS are cautioned that the purchase of LOAN CLAIMS can be associated with risks that can include the loss of part or the entire claim amount.
ACREDIUS only undertakes a limited review of BORROWERS according to certain formal and technical criteria which do not warrant whether the information provided is correct. It is also possible that the actual circumstances differ considerably from the reality. Liability or guarantee for the timeliness, correctness and completeness of the provided information can therefore not be accepted. The same also applies to third-party internet sites, which are referred to via hyperlinks. ACREDIUS is not responsible for the contents of third party internet sites and for damages in connection with their use.
When the LOAN AGREEMENT is concluded or when a LOAN CLAIM is acquired, USERS act with their own responsibility and independently and individually inform themselves about the acceptability of the associated risks. The conclusion of a LOAN AGREEMENT resp. the acquisition of a LOAN CLAIM is in the exclusive responsibility of the respective USER.
ACREDIUS is not liable for damages to USERS or third parties due to the behavior (by act or omission) of other USERS.
Especially ACREDIUS does not assume any liability or warranty for:
Furthermore, ACREDIUS is not liable for indirect damages, consequential damages or for third party services provided as part of the contract. In particular, ACREDIUS accepts no liability for damages resulting from technical failures, inadequate, delayed or incorrect data transmission, network overloads, system interruptions, incompatibilities between ACREDIUS and the data, software and / or hardware of the USERS, malfunctions, manipulation of third parties to ACREDIUS (transmission of viruses, worms, Trojans etc. or illegal access) or due to inadequate services by telecom or network providers.
USERS may not make their accounts available to third parties and shall be fully liable for any activities that occur under their accounts. The password and user name must be kept secret and may not be shared with third parties. ACREDIUS excludes liability for any abuses.
USERS explicitly acknowledge the legally binding nature of electronic means of communication, such as electronic messages via the user profile on the PLATFORM, emails or SMS. The date of dispatch shall be the date of the copy of the electronic message delivered by the USER.
All communication sent by post or in any other suitable form shall be deemed to be valid upon dispatch to the last known correspondence address of the USER.
Within due care and diligence to the business, any damage resulting from the transmission is borne by the USER, in particular from loss, delay, transmission errors, technical deficiencies and malfunctions, operational failures or unlawful interference with computer systems (from ACREDIUS or third parties) as well as systems and transmission networks accessible to the public.
10. CHANGE OF ADDRESS
USERS shall immediately notify ACREDIUS of any change of domicile, delivery address or correspondence address. In the case of omission, USERS bear the risk of incorrect delivery. In the case of a transfer of the place of residence or place of habitual residence abroad, the USERS are not allowed to conclude any new contracts or submit any loan project on the PLATFORM and are obligated to fully meet their obligations according to the running contracts resp. agreements.
11. INSTALMENT PAYMENT
The BORROWER has to pay monthly instalments (interest and amortization) at the date of the respective maturity by means of payment transfer to ACREDIUS, from where it is forwarded to the INVESTOR.
Payments must be done via wire transfer, payment slips or direct debit (LSV) for the settlement of instalments. Cash receipts as well as cash payments are not permitted without prior approval of ACREDIUS. Any costs and/or fees of third parties are paid by the BORROWER.
Should the BORROWER not make an instalment payment (interest and amortization) on time, the account enters into delay at the end of this day without any further warnings.
ACREDIUS will inform the INVESTOR of this delay.
ACREDIUS sends a reminder via e-mail to the BORROWER on behalf of the INVESTOR, setting a deadline for payment. If the BORROWER does not pay within the given time period, the remaining amount according to the LOAN AGREEMENT as well as outstanding interest will be due and payable immediately.
If the BORROWER does not pay within the prescribed period, ACREDIUS or a debt collection partner will then enter into pre-legal collection.
If the pre-legal debt collection is unsuccessful, legal collection procedure is initiated unless otherwise stated by the INVESTOR.
In case of default, the BORROWER must pay to the INVESTORS via the PLATFORM an additional interest rate of 10% p.a. (ten percent per year) on the outstanding payments.
The BORROWER is liable to the INVESTOR for payment of all costs incurred in connection with the collection of the overdue loan amount and the outstanding interest. Payment is done via the PLATFORM.
If one of the INVESTORS is late in paying, 2 options are possible:
BORROWER and the INVESTORS accept the coverage of a lower total amount. If both parties do not accept, The PROJECT is cancelled.
ACREDIUS charges the USERS in particular the costs incurred subsequently by them: payment reminders will be billed as stated in Article 7. Any transfer and payment fees will be charged to the USER. ACREDIUS is at any time entitled to charge the USER additional costs, if these are caused by him.
If a USER breaches the law, the rights of third parties or these General Terms and Conditions, or if there is evidence of such, or if ACREDIUS has another justified reason, ACREDIUS can
In these cases, ACREDIUS explicitly reserves the right to take further legal action.
14. DATA SECURITY AND THE USE OF DATA
The data protection declaration available on the PLATFORM is integral part of these General Terms and Conditions. By accepting these terms, the USER also declares that he agrees to the data protection declaration.
USERS provide ACREDIUS with information for the service provided such as, but not necessarily limited to the following: first and last names, address and place of residence, USER names, email address and for BORROWERS description of loan application, information on financial status, social media profile, etc. This information is saved on secured servers in Switzerland and is used by ACREDIUS exclusively to perform its services. The information is stored in a database for this purpose. ACREDIUS takes all precautions to protect the privacy of USERS and their data.
USERS are requested to provide their personal data at several points on the PLATFORM. Due to the nature of the Internet, data circulates across borders via servers abroad. If USERS decide to receive their personal ACREDIUS data via the Internet or email, it will be handled in accordance with applicable data protection regulations and protected against unauthorized access by third parties. The data are processed by and for ACREDIUS. Third parties both in Switzerland and abroad can be contracted with the processing of the data. ACREDIUS and its affiliates use the data exclusively for implementing the contract and for the purposes mentioned in the General Terms and Conditions and the data protection declaration.
Please note that confidentiality cannot be completely ensured when transmitting emails. Under certain circumstances, emails can be read, forged, falsified or deleted by third parties. Emails can also contain harmful computer programs such as viruses, worms or Trojan horses.
By using the PLATFORM, USERS agree to the processing of their data in the manner and for the purposes laid out above.
15. USE OF CONTACT INFORMATION
ACREDIUS is authorized to use the data provided by USERS for marketing purposes. USERS agree in particular to ACREDIUS occasionally sending them information on the company, its products and its services via mail, email and text messaging. USERS acknowledge that they can refuse the use of their customer data for marketing purposes at any time in writing via email to info(at)acredius.ch.
All elements of the PLATFORM are copyrighted and trademarked. Any commercial use of these elements is only permitted with prior written consent from ACREDIUS. “ACREDIUS” is a registered trademark.
ACREDIUS reserves the right to modify these General Terms and Conditions at any time without giving reasons. The modified General Terms and Conditions must be communicated to the USERs at least 15 days prior to entering into force. If a USER does not dispute the modified General Terms and Conditions by email within 10 days, they are deemed to be accepted.
ACREDIUS is entitled to transfer to one or more third parties all rights and obligations under these General Terms and Conditions.
Both the membership and the rights and obligations hereunder cannot be transferred or assigned by the USERS, without prior written agreement by ACREDIUS.
19. INTELLECTUAL PROPERTY
The content and presentation on www.acredius.ch are protected by copyright and other intellectual property rights. ACREDIUS and any third party with which ACREDIUS cooperates, are holders of these rights. Downloading to save, printing or any other reproduction of information the site for personal and private purposes is permitted under the condition that the copyright notices, or other legal title are also reproduced.
Notwithstanding the foregoing, use by third parties retain all rights in ACREDIUS. Use outside the site or the duplication of any type of software or other tools that are available on the website is expressly prohibited.
Without prior written consent of ACREDIUS, entire or partial reproduction, transmission, modification or use of copyrighted elements of this site is forbidden for public or commercial purposes.
ACREDIUS, the PLATFORM and the logo are trademarks of ACREDIUS. Any other language and / or graphic element of the site which is used to identify the origin of products or services may be the trademark of its beneficiaries, such as the brand of a business partner of ACREDIUS.
Reproduction or any use of this trademark is prohibited without prior consent of the beneficiary.
20. APPLICABLE LAW AND JURISDICTION
The General Terms and Conditions are subject to Swiss material law. The application of Swiss private international law and state treaties, in particular the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980, is excluded.
The exclusive place of jurisdiction for any disputes between USERS and ACREDIUS arising from visiting or using the PLATFORM is Zurich, Switzerland. ACREDIUS is also free to bring suit at the USER’s place of residence.