General Terms and Conditions of the Fintech Platform

1. Introductory Provisions

1.1. These General Terms and Conditions of the Fintech Platform (hereinafter referred to as “GTC”) are effective and binding for contractual relationships and contractual parties of all contracts concluded through the intermediary Fintech Platform operated at www.occollo.cz. The Platform is owned, managed, and operated by the commercial corporation occollo, s.r.o., with its registered office at: Dlouhá 730/35, Prague 1 Old Town, 110 00, Czech Republic, Company ID: 073 32 084, Tax ID: CZ 073 32 084; a commercial corporation registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 299210 (hereinafter referred to as the “Operator”). These GTC are particularly binding for contractual relationships arising from loan agreements.

1.2. The term “Contract” refers to all recognizable expressions of will leading to the establishment of a contractual legal relationship, including, in particular, contracts, agreements, written and electronic orders in connection with order confirmations, etc., whether concluded in any manner permitted by legislation (i.e., in writing, orally, through means of remote electronic communication, etc.) (hereinafter referred to as the “Contract”). The Contract must explicitly refer to these GTC.

1.3. Unless otherwise expressly agreed in writing in the Contract, the legal relationship established by the Contract is governed by the Law and Regulation (see below).

1.4. Deviations from these GTC are only possible through an explicit written agreement between the contractual parties, usually with reference to the paragraph or section of the GTC that does not apply to the relevant legal relationship.

1.5. The GTC take precedence over those provisions of the law that are not mandatory.

1.6. The GTC remain effective for the contractual parties of the Contract even after the Contract’s termination, with respect to matters related to the Contract (e.g., compensation for damages, choice of law, dispute resolution, etc.).

2. Definitions

2.1. Platform – An internet portal available on the internet at www.occollo.cz, enabling the conclusion of loan agreements between Borrowers and Lenders. The Platform is operated by the Operator. The Platform is a means of remote communication within the meaning of Section 1820, Paragraph 1 of the Law.

2.2. GTC – General Terms and Conditions of the Fintech Platform, issued by the Operator.

2.3. Project – A real estate project to be financed or refinanced through a Loan Agreement.

2.4. Operator – The entity in the position of the operator of the Fintech Platform.

2.5. Guarantor – A natural person associated with the Borrower who guarantees the repayment of the loan, if such a guarantee has been agreed upon.

2.6. Loan Agreement (also “LA”) – A purpose-specific loan agreement concluded through the Fintech Platform between the Borrower and the Lender.

2.7. Borrower – A legal entity established under Czech legislation with its registered office in the Czech Republic or established under Slovak legislation with its registered office in the Slovak Republic.

2.8. Lender – A natural person over 18 years of age with permanent residence in the European Union, Norway, Iceland, Liechtenstein, or Switzerland, or a legal entity established under the laws of the European Union, Norway, Iceland, Liechtenstein, or Switzerland, with its registered office in one of these countries. In individual cases, a Lender may also be a natural person from so-called third countries holding a valid Blue Card issued by the Czech Republic as a permit for long-term residence in the Czech Republic for the purpose of performing highly qualified employment. For Blue Card holders, the source of funds for investment is always verified (enhanced AML).

2.9. User – A person registered on the Platform (having an established user account).

2.10. Law – Act No. 89/2012 Coll., Civil Code, as amended.

3. Platform and Establishment of a Platform User Account

3.1. Every applicant for the Operator’s services is required to register on the Platform, the result of which (non-entitled) process is the establishment of a Platform user account, where the User has a type of user account corresponding to their current status with respect to the Operator.

3.2. The Fintech Platform, together with email, serves as a communication channel between the Operator and the User, and is also the platform where contractual relationships are concluded.

3.3. All actions performed through remote communication (whether via the Platform or email) will be considered as made in writing.

3.4. The User’s login credentials for the Platform are their email address (as the username) and a password chosen by them during registration.

3.5. For non-logged-in Users, only basic information about Projects is available. After registration, Users have access to all information about Projects. Users are required to provide information or documents for their identification (e.g., copies of two identification documents) and for verifying their investment knowledge (AML questionnaire and investment questionnaire).

3.6. The Platform is accessible to Users continuously (365 days a year, 7 days a week, 24 hours a day), except in cases of necessary technological downtime determined by the Operator.

3.7. The use of the Platform is free for Users in its basic version. It is anticipated that in the future, Users may have the option to pay for access to certain benefits compared to other Users (e.g., access to restricted parts of the Platform, time-exclusive access, enhanced user support, etc.).

3.8. Unless explicitly stated otherwise in the Platform’s content, the entire Platform and its content, including software, are the Operator’s copyrighted work and are protected by copyright law.

3.9. The Operator is entitled to change the appearance, content, or functions of the Platform at its discretion at any time. However, in each such case, the Operator is obliged to respect the rights of Platform Users, particularly those arising from contracts concluded in connection with the Platform’s activities.

3.10. A condition for establishing a user account is the User’s confirmation of having read and agreeing to these GTC, as well as acknowledging that their personal data will be processed in accordance with personal data processing rules and GDPR. In addition to accepting the mandatory personal data processing rules, the User may also provide revocable consent for the processing of personal data for informational, marketing, and administrative purposes.

4. Establishment of a Premium Platform Account

4.1. Every User/Lender who provides a loan to a Project amounting to at least CZK 500,000 in a single tranche gains the opportunity to use a so-called Premium Account free of charge. The option to obtain a Premium Account will be made available to the respective Lender by the Operator within 30 days of providing the relevant loan, provided the loan is not repaid to the Lender. The Lender is then entitled to activate the Premium Account by clicking on the “Premium Account” option on the Platform’s homepage and subsequently clicking on “Obtain Premium Account.”

4.2. The Operator provides various benefits to Premium Account Users. These benefits may include, for example:

4.2.1. The ability to invest in selected Projects before their publication on the Platform (e.g., 48 hours earlier),

4.2.2. Access to more detailed information about Projects,

4.2.3. Consultation with an investment advisor or similar personal support (with the option to schedule a specific time with an advisor via the Platform),

4.2.4. Once every 12 months, a free valuation of the Lender’s own real estate (including the possibility to use real estate services related to the sale of such property),

4.2.5. Receiving occasional invitations to the Operator’s investment events (in-house) (e.g., networking at investment events, exhibitions, or conferences with the Operator’s participation),

4.2.6. Obtaining a discount voucher for accommodation (up to 20% once every 12 months).

4.3. The current list of benefits for Premium Account Users is published by the Operator on the Platform. The Operator reserves the right to subsequently modify or cancel these benefits. The Operator is also entitled to terminate Users’ access to the Premium Account, particularly if the respective User violates the Platform’s operating rules or if the loan on the basis of which access to the Premium Account was granted has been repaid.

5. Rights and Obligations of Users, Use of the Platform

5.1. A single legal or natural person may have a maximum of one user account on the Platform. An exception to this rule must be expressly approved by the Operator in advance.

5.2. Every User is obliged to use the Platform, its content, and functions solely for their intended purpose and must refrain from any misuse, fraudulent, unethical, or illegal conduct. The User is also obliged to refrain from any activity that could damage, overload, disable, or disrupt any component of the Platform’s system or interfere with its proper functioning.

5.3. Users are prohibited from attempting to gain unauthorized access to other persons’ user accounts, computer systems, or networks through hacking or similar means.

5.4. Every User is obliged to protect their login credentials from loss, theft, or misuse. If a third party accesses a user account by entering the correct login credentials, the User is responsible for their actions as if they had acted personally.

5.5. The User is obliged to prevent damage in connection with the use of the Platform, particularly by immediately notifying the Operator of any discrepancies or defects identified while using the Platform. The User is also obliged to promptly inform the Operator of any suspected errors in the Platform or any errors, loss, theft, or misuse related to their login credentials.

5.6. The Operator is entitled, for serious reasons, to close any User’s account or to modify, cancel, or make inaccessible certain parts or functions of the Platform at any time. If a User requires the use of the Platform to fulfill a contract, the Operator will provide an alternative solution for such a User.

5.7. A complaint form published on the Platform is available for any User complaints.

6. Standard Procedure for Concluding Loan Agreements via the Platform

6.1. This section of the GTC regulates the standard and recommended process for establishing a loan relationship between the Borrower, Lender, and Operator. The process always begins with the registration of Users on the Platform and their consent to the GTC.

6.2. A registered User is entitled to use the Platform to the extent permitted by the Platform’s technical limitations, the User’s status (Lender or Borrower), and as further specified by these GTC.

6.3. The Borrower is obliged to register their Project on the Platform, provide full cooperation to the Operator, and provide accurate, truthful, and all material information about the Project. The basic obligations for the Borrower and the minimum parameters of their Project are specified on the Platform. The Operator is entitled to request additional or supplementary information regarding the Borrower or the Project, both before and, if applicable, after the conclusion of the intermediary agreement.

6.4. The Operator evaluates and verifies the Project. The Operator is entitled to refuse the publication of a Project.

6.5. In the case of a positive evaluation of the Project by the Operator and after concluding an intermediary agreement, the Project is published on the Platform for Users in the role of Lenders.

6.6. If a Lender is interested, they sign the LA through the Platform. The Lender provides the loan within the timeframe specified in the LA.

6.7. The loan is repaid under the conditions set out in the LA.

6.8. If the Operator uses a payment service within the meaning of Act No. 370/2017 Coll., on Payment Transactions, for the provision of a loan under the LA, this service will be provided through a person authorized to provide payment services under the aforementioned Act.

7. Fees

7.1. If the Lender is required to pay any fees to the Operator, this will be explicitly stated in the LA.

7.2. If the Borrower is required to pay any fees to the Operator, this will be explicitly stated in the intermediary agreement concluded with the Operator or, where applicable, in the LA.

7.3. No other (e.g., hidden) additional fees are charged to Users.

8. AML, Investment Questionnaire, Sanction Lists

8.1. The Lender must complete the so-called AML questionnaire through the Platform. The AML questionnaire summarizes the conditions set out in Act No. 253/2008 Coll., on Certain Measures Against Money Laundering and Terrorist Financing (hereinafter “AML Act”), under which Lenders may provide loans. If the Lender does not meet the conditions specified in the AML questionnaire, they will not be permitted to provide loans through the Platform.

8.2. Pursuant to Section 11, Paragraph 7(a) of the AML Act, the Operator, as a so-called obliged entity, is required to identify Users, among other things, by having Users provide copies of an identity document and at least one additional supporting document from which the type and number of the identity document, the issuing state or authority, and its validity can be determined. In accordance with Section 11, Paragraph 7(e) and (f) of the AML Act, the identification of the Lender is completed when they transfer the loan from their bank account held in their name with a credit institution or a foreign credit institution operating in a member state of the European Union or a state forming the European Economic Area.

8.3. To assess the risks associated with Lenders’ investments on the Platform, Lenders complete a so-called investment questionnaire (or “calculator”), i.e., an initial test of knowledge and simulation of loss-bearing capacity. If the risk of the Lender’s investments on the Platform is deemed too high by the Operator, the Lender may not be allowed to invest on the Platform. In individual cases, the completion of this questionnaire may be waived for so-called qualified investors within the meaning of the Regulation.

8.4. If more than one year passes between the completion of the relevant forms (AML, Investment Questionnaire) and a (subsequent) investment, the User will be requested to update or re-complete the forms.

8.5. The Operator verifies whether each Borrower is listed on sanction lists, specifically the following:

8.5.1. https://www.un.org/securitycouncil/content/un-sc-consolidated-list (UN)

8.5.2. https://www.interpol.int/en/How-we-work/Notices/View-UN-Notices-Individuals (INTERPOL)

8.5.3. Verification: https://www.amlsystems.cz/sankce?q=ANICA+SOUAAN#sanction-form

8.6. If a Borrower is listed on the above sanction lists or any other relevant sanction lists, they will not be permitted to register on the Platform, or their registration will be canceled. If it is found that a Borrower is listed on sanction lists, the Operator may demand immediate early repayment of the loan.

8.7. The Operator is entitled to verify Lenders in a similar manner.

9. Tax Obligations of Users

9.1. Each User may be subject to various tax obligations under applicable legislation. The Operator’s activities do not include, and cannot include, monitoring or reminding Users of such tax obligations for Lenders or Borrowers.

10. Limitation of Operator’s Liability

10.1. The Operator is not liable to Users for information provided to the Platform by other Users, whether in the role of Borrowers or Lenders. However, the Operator will make all reasonable efforts to ensure that all material (truthful) information about the financed Project is published on the Platform.

10.2. The Operator does not guarantee the performance of the LA unless otherwise specified in the LA.

11. Amendments to the GTC

11.1. The Operator reserves the right to amend these GTC in the areas of corrections, optimizations, parametric adjustments, and minor changes, even without prior notice or announcement. The User acknowledges and agrees to this possibility. More extensive changes to the GTC that would have a significant impact on the rights and obligations of Users must be announced by the Operator with sufficient advance notice, and the User has the option to reject the proposed changes and terminate their use of the Platform; in such a case, the changes will not apply to contractual relationships already concluded through the Platform.

11.2. Amendments to the GTC are effective for all affected contractual parties on the date of their publication on the Platform, unless a later effective date is specified in the (new) GTC.

11.3. Amendments to the GTC will only be made by the Operator in justified cases and to the necessary extent (e.g., legislative developments, changes in the Operator’s activities, error corrections, etc.).

11.4. Amendments to the GTC do not affect the wording of concluded LAs. In case of a conflict between an LA and the GTC, the LA takes precedence.

12. Force Majeure

12.1. No contractual party is liable for any failure to fulfill obligations arising from the Contract if such failure or delay was caused by an obstacle that arose independently of the will of the obliged party and prevented it from fulfilling its obligation, provided it cannot reasonably be expected that the obliged party could have averted or overcome the obstacle or its consequences, and further, that it could not have realistically foreseen the obstacle at the time the obligation arose (hereinafter “Force Majeure”). Liability for fulfilling an obligation is not excluded by an obstacle that arose only when the obliged party was already in default or that arose from its economic circumstances.

12.2. For the purposes of this Contract, provided they meet the conditions set out in the preceding paragraph, Force Majeure includes, in particular: natural disasters, fires, electronic equipment and device failures, floods, hurricanes or other significant atmospheric disturbances, war, civil unrest, strikes, or decisions or normative acts of public authorities, broadcasters, or media, as well as regulations, restrictions, prohibitions, or other interventions by the state, public administration, or local government bodies.

12.3. A contractual party that has breached, is breaching, or anticipates, based on all known facts, that it will breach its obligation arising from the Contract due to a Force Majeure event, is obliged to promptly inform the other contractual party of such breach or event and to make every possible effort to avert such an event or its consequences and to remedy them.

12.4. Any obstacle caused by Force Majeure does not affect the Lender’s right to demand repayment of their loan under the LA. In the case of a delay caused by Force Majeure, the Borrower is not obliged to pay default interest for the relevant period and is not liable for any damages.

13. Miscellaneous Provisions

13.1. All information exchanged between the contractual parties during the performance of the Contract is confidential and may not be disclosed to third parties without the prior written consent of the other contractual party. Exceptions include the obligations of the contractual parties imposed by the legal order of the Czech Republic (or Slovak Republic) and decisions of state and public authorities. Information that is generally known and accessible is not protected.

13.2. A contractual party that breaches any obligation arising from the Contract or these GTC is obliged to compensate the affected contractual party for any damage caused by such breach, subject to the limitations set out in Sections 7 and 9.4 of these GTC.

13.3. If a dispute arises between the contractual parties in connection with the concluded Contract, its application, or interpretation, the contractual parties will make every effort and use all means to resolve such a dispute amicably. If the dispute cannot be resolved amicably, it will be referred to the general court with local jurisdiction based on the defendant’s registered office. If the defendant has its registered office outside the Czech Republic, disputes will be resolved by the general courts of the Operator.

13.4. The rights and obligations of the contractual parties arising from the Contract, their securing, amendments, and termination are governed exclusively by the legal order of the Czech Republic, in particular Act No. 89/2012 Coll., Civil Code, as amended.

Final Provisions

These GTC take effect on August 1, 2023.

The GTC are a copyrighted work. Their copying or use by another person is prohibited or subject to the prior written consent of the Operator.