TERMS AND CONDITIONS FOR USING THE FAGURA PLATFORM

in force as of 3 November 2025

1. General information

1.1. This document establishes the terms and conditions of use of the services of the Fagura platform and the website www.fagura.com, replaces the previously existing User Agreement and the investor agreement and regulates the legal relations between each natural or legal person using the Fagura platform, as “User“, and S.R.L. “FAGURA CAPITAL” (a limited liability company, organized and operating in accordance with the legislation of the Republic of Moldova, with its registered office located in Chisinau, 78 31 August 1989 str. [iHUB Green, et. 3, of. B], National Identification Number 1024600049862 – “Fagura” or “the Operator“), as a crowdfunding service provider, authorized by Decision no. 51/2 of 05.11.2024 of the National Commission for the Financial Market.

1.2. The terms and conditions of use of the Platform (“Terms and Conditions“) form the basis of the agreement between the User and Fagura regarding the contracting and use of the services available through the Fagura platform. The use of the Platform and the services provided through it is conditional on the express acceptance of the Terms and Conditions. At the same time, where this document indicates, its provisions lead to the creation of direct contractual relations between Users (e.g. the contractual relationship between the Project Developer and the Investor). By agreeing to the Terms and Conditions (which also include the related contractual documentation), the User has fully acknowledged, understands and accepts the clauses of the contractual documentation.

1.3. The Terms and Conditions are completed, as the case may be, with:

The Loan Agreement, which presents the general and special conditions that will apply to each Loan granted through the Platform, available on the fagura.com website as well as in the User Account of each Project Developer or Debtor-consumer on the Platform;
Fagura’s policy on the processing of personal data related to the Platform, available on the fagura.com website;
Cookies Policy, available on the fagura.com website;
The provisions of Law no. 181/2023 on crowdfunding services and other applicable normative acts;
Other documents, as the case may be.

1.4. By ticking the related field at the account creation stage, the User declares that he/she has read and understood the Fagura Policy on the processing of personal data related to the Platform, having been informed including about the rights he/she has and about the fact that complete and up-to-date information regarding the processing of personal data by Fagura is permanently available at www.fagura.com. These Terms and Conditions have been drawn up in accordance with the legal provisions, in particular Law no. 181/2023 on crowdfunding services.

2. Definitions

2.1. In this document, the terms used have the meaning defined below:

Platform	the crowdfunding platform, which represents an information system with public access, managed by Fagura, according to Law no. 181/2023 on crowdfunding services;
Terms and Conditions of Use of the Fagura Platform / Terms and Conditions of Use of the Platform / Terms and Conditions	framework contract for crowdfunding services, concluded between the User and Fagura, which is formed at the time when the User expresses his/her agreement to the Terms and Conditions of Use of the Fagura Platform, by ticking the option corresponding to his/her will, when creating the User account on the Platform;
Auto Invest	the filtering feature available on the Platform;
Service Fee	the commission paid by the Investor to Fagura for the management of each loan on the primary or secondary market, financed by the Investor, which is retained as a certain percentage of each payment (principal amount plus interest) made by the Project Developer or the Debtor-consumer to the Investor;
Management fee	amount owed monthly by the Developer or the Debtor-consumer to Fagura, calculated from the value of the Loan according to the provisions of the Loan Agreement, representing the remuneration for the administration and management of the Loan during its development, paid with each monthly payment.
Granting fee	the commission paid by the Project Developer to Fagura, representing the remuneration for organizing the loan granting process;
Segregated accounts	payment accounts, opened by Fagura with a payment service provider in the Republic of Moldova, for the performance of fiduciary operations, through which only the receipts and payments related exclusively to the crowdfunding activity are made, according to art. 12 para. (3) of Law no. 181/2023 on crowdfunding services;
Transit Accounts	payment accounts, opened by Fagura with payment service providers in the Republic of Moldova and/or other states, used for the temporary accumulation and transfer of funds related to crowdfunding transactions to Segregated accounts, according to art. 12 of Law no. 181/2023 on crowdfunding services. These accounts process cashless payments made by investors and borrowers, as well as, by exception, cash deposits permitted by law.
Loan agreement	the contract between the Investor and the Project Developer or the Debtor-consumer, concluded through the Fagura Platform, whereby the Investor makes available to the Project Developer or the Debtor-consumer, through Fagura, an amount of money agreed by the parties up to an agreed term and whereby the Project Developer or the Debtor-consumer unconditionally undertakes to reimburse the Investor that amount and the accrued interest, in accordance with the instalment schedule;
Personal Guarantee Agreement	the guarantee/surety contract by which a third party assumes the firm obligation and commitment to make the outstanding payments to the Investor in the event that the Project Developer / Consumer Debtor exceeds by at least 30 days any due date on the repayment of the Loan;
User Account	separate account opened on the Platform for each User by Fagura for the registration and display of balances and transactions resulting from the Loan Agreement or investment activity, for information purposes of the User;
User	means any person who creates a User Account on the Platform (as an Investor, Project Developer or Debtor-Consumer) to benefit from crowdfunding services or ecosystem services;
Project Developer	natural person who is an entrepreneur or legal entity whose representatives, founders, administrators and beneficial owners are citizens of the Republic of Moldova, intending to obtain financing for a project through a crowdfunding platform;
Debtor-consumer	natural person acting for purposes outside his commercial, economic or professional activity and intends to obtain a consumer loan through the Fagura Platform;
Investor	natural or legal person who, through the Fagura Platform, grants loans;
Sophisticated investor	a natural or legal person who is a professional client or qualified investor, according to Articles 137 and 138 of Law no. 171/2012 on the capital market, or a natural or legal person who is qualified as a sophisticated investor by Fagura, according to the criteria and procedure provided for in art. 26 of Law no. 181/2023 on crowdfunding services;
Unsophisticated investor	Investor who is not a sophisticated investor;
Degree of risk	one of the A-G risk categories assigned to each Project Developer or Debtor-Consumer by Fagura based on its own set of formulas that take into account various characteristics of the Project and the Project Developer or the Debtor-Consumer; the degree of risk is displayed on the Platform;
User ID	a unique number randomly assigned to each User, used by Fagura to identify each User on the Platform;
Funding objective	the total amount requested by the Project Developer or the Debtor-Consumer for crowdfunding and communicated through the Financing Offer;
Key information sheet	the communication provided by Fagura on the Platform, for each Financing Offer, based on the data provided by the Project Developer or the Debtor-Consumer, in order to enable Investors to make an informed investment decision;
Crowdfunding offer/Funding offer	communication from Fagura, containing sufficient information about the conditions of the offer and/or the crowdfunding project offered, so as to allow potential investors to make a decision on whether to invest in a particular project and/or consumer loan;
Funding period	the period during which Investors may grant Loans for a particular Project, which begins to run from the date of publication of the Financing Offer;
Project	entrepreneurship activity for which a developer seeks to obtain financing through the crowdfunding offer;
Loan portfolio	loans granted through the Platform, which are in force on a certain date;
Management of individual loan portfolios	allocation by the crowdfunding service provider of a predetermined amount of funds from an investor, which is an initial lender, to one or more crowdfunding offers/projects on its crowdfunding platform, in accordance with the powers granted by each investor on a discretionary basis;
Bank day	any day on which banks of the Republic of Moldova operate;
Day of delay	each of the calendar days following the date on which an obligation becomes due, e.g. the date of an installment according to the repayment schedule set out in the Loan Agreement, until it is paid.

3. Amendment of the Terms and Conditions

3.1. Fagura reserves the right to amend/modify/update the Terms and Conditions at any time. Users will be informed through the Platform in the User Account, as well as by e-mail about the changes/updates that have occurred, and they will take effect and apply in relation to the Users at the effective date indicated in the relevant change/update.

3.2. Any change in the commissions due by Users-Investors to Fagura will apply only from the expiry of a period of 5 days from the date of communication to the User, and only for the period subsequent to the communication.

3.3. If the User continues to use the Platform after the date on which any change/update becomes applicable (including any change in fees), he/she will be deemed to have accepted the amended Terms and Conditions, the latest update taking precedence over previous versions in the event of contradictions.

4. Platform and Services

4.1. The Fagura Platform is a digital crowdfunding platform, available through the www.fagura.com website, through which Fagura facilitates the granting of loans by Investors to Project Developers or Debtors-consumers (the “Services“).

4.2. The Platform allows Users, among other things, to perform the following actions:

Uploading/publishing Projects proposed by Project Developers and consumer loan financing offers, in order to obtain financing and provide essential investment information;
Viewing by Investors of the Projects and financing offers uploaded to the Platform;
Placement by Investors of offers to invest;
Conclusion of the Loan Agreement between Investor and Developer or Investor and Debtor-consumer;
Filtering by auto-invest, according to a series of parameters predefined by the Platform – Investors decide on their own initiative to allocate the funds held in one or more of the crowdfunding offers published on the Platform;
Using a bulletin board (Bulletin, Secondary Market).

4.3. Within the provision of Services, Fagura:

Connects Investors interested in providing business or consumer loan financing with Project Developers or Debtor-consumers through the use of the Platform, thus facilitating the granting of Loans from Investors to Developers;
Performs the creditworthiness assessment and risk assessment of the Projects and the degree of risk associated with crowdfunding offers. The method (formula) for calculating creditworthiness (scoring) and the degree of risk are presented for each bid, according to Fagura’s internal procedures;
Represents the Investors, based on a full mandate (agency), for the administration and recovery of the receivables resulting from the maturing and non-repaid loans, having the right to take all necessary actions for this purpose, including the collection of the amounts owed, the restructuring of the loans, the negotiation, the assignment (sale) of the receivables, as well as the representation of the Investors before the competent authorities, institutions and courts. All these actions are carried out without the need for an additional or individual agreement from the Investors, the mandate (agency) granted to Fagura being considered full and sufficient for the fulfillment of these duties.

5. Exclusions

5.1. The following are excluded from the scope of the Services, among others:

Guarantees by Fagura for the availability or accessibility of the Users’ funds;
Ensuring/guaranteeing by Fagura the fulfillment of the financial obligations of the Project Developers or Debtors-consumers arising from the loan agreements concluded through the Platform;
Accepting deposits or other refundable instruments or providing loans or other financing on behalf of Fagura;
Providing investment advice or any other kind of advice.

5.2. Neither the Services, as a whole, nor any information, activity, process undertaken or result obtained in connection with the provision of the Services (including Fagura’s assessment of the Project Developer or Debtor-consumer) constitutes legal, financial or other advice, nor can it be relied upon as a recommendation or guarantee by Fagura or any associated person or company as to the creditworthiness of any Project Developer or Debtor-Consumer, at the amount of payments that the Investor may receive or the probability of non-payment that may arise in connection with any Loan granted through the Platform.

5.3. The content and materials published by Fagura and available on the Platform do not constitute advice and do not have the value of a recommendation or offer to invest, apply for loans, investments or carry out any other possible operation through the Platform. The decision to conclude any operation through the Platform or to give up the use of the Platform belongs exclusively to the User.

6. User Account Creation. Access to the Platform

6.1. User account creation. In order to use the Platform and access the available Services, it is necessary to create a User Account, by going through the enrollment (registration) process on the Platform. After creating the account, the User can access one or more sections of the Platform, depending on the purpose pursued — Investor, if Loans are granted; Project Developer or Debtor-Consumer, if funding is attracted; as well as other Services in the Fagura ecosystem. The data entered when creating the account must be real, correct and up-to-date.

6.2. User account validation. The user account can be created on the Platform based on an email address and mobile phone number, which will be verified by sending a message to the email address and an SMS message to the phone number. The identification of the User during the creation of the User Account continues by verifying the correspondence and veracity of the data provided, with the data from the identity document of the interested party and the photo provided in real time (with the help of the device with which the User performs the registration formalities – e.g. mobile device).

6.3. Once registered on the Platform, each User will receive a unique identification number in the Platform (defined as User ID), which will be used by Fagura in order to identify the User and execute the rights and obligations related to the contractual documentation (e.g. Terms and Conditions). No User has the right to create more than one account on the Platform, using more email addresses or other identification data than the real ones, unless he/she also holds another nationality, under penalty of termination by Fagura.

6.4. The User accepts and acknowledges that the data he/she provides for the purpose of creating/updating his/her profile on the Platform may be and will be used by Fagura for purposes related to the operations that may be carried out on the Platform, such as: identification/authentication of the User in the Platform, for the purpose of informative/transactional communication, in order to send communications on relevant aspects regarding the use of the Platform, for carrying out any verifications provided by law, for the execution of the rights and obligations related to the contracting of the Platform Services, as well as for the fulfillment by Fagura of its reporting obligations to the competent authorities/institutions. Any data whose purpose of use requires, according to the law, the prior consent of the User will be processed only under the condition that the User grants such consent. Details regarding the processing of personal data are in the Fagura Policy on the processing of personal data related to the Platform.

6.5. Fagura’s legal obligations. By virtue of its legal obligation to implement the necessary measures to prevent and combat money laundering and/or terrorist financing, Fagura will carry out an electronic verification of the identity of persons who wish to register on the Platform as Users, using the means available for this purpose. At the request of Fagura, Users undertake to provide, without delay, correctly and completely, the information and/or documents necessary for Fagura to be able to verify the identity of the User.

6.6. Connecting to the Platform. In order to log in to his/her User Account on the Platform, the User will enter his/her username and password (login data). Fagura will consider that any person who connects to the Platform using the User’s login data is the User himself or his representative.

6.7. Login data security. The User is solely responsible for maintaining the confidentiality and security of the login data related to the account on the Platform, and, as the case may be, for entrusting it to a third party (representative). If the recovery or change of the password is requested, it is done directly on the Platform, by using the password recovery mechanism. The user will receive a message on the registered email address, containing a secure link to access the reset page and set a new password, in accordance with Fagura’s security procedures.

6.8. Content posted/published/uploaded by the User on the Platform. The User is responsible for any information/content that he/she publishes or promotes on the Platform through his/her profile. In particular, the User confirms that he/she has the right to publish the information/content on the Platform, without violating any obligation of confidentiality or any right (including intellectual property right) of any third party or any legal provision.

6.9. Fagura’s right to restrict registration or restrict/suspend/terminate access to the Platform/use of the Platform. Fagura reserves the right to refuse any registration/update, to close any User account and to suspend/withdraw the User’s access to the Platform, immediately and without notice, if the User violates the assumed obligations, e.g. provides false or incorrect information for the User account, creates several accounts with the same nationality, uses the Platform for illegal/suspicious transactions or operations, including fraud or money laundering or has misconduct in his/her interactions with Fagura/other User on the Platform.

7. Eligibility criteria for the quality of User

7.1. General criteria: In order to register as a User on the Platform, the natural person must be at least eighteen (18) years old, and the legal person must be a legally constituted company and be represented in the relations and operations regarding the Platform (e.g. account registration, conclusion of contracts, etc.) by his/her legal representative and have all the necessary authorizations and/or decisions to attract/grant the Loan, respectively all authorizations to invest, as well as to assume and execute the obligations assumed in the relations/operations related to the Platform. The user must have the legal right to invest and have a declared tax residence.

7.2. Specific criteria applicable to the Project Developer or the Debtor-consumer: The User who wishes to register as a Project Developer must, on his own responsibility: (i) not have registered in the criminal record deeds/crimes of fraud, in the field of insolvency, in the field of financial services, in the field of anti-money laundering or in connection with professional liability, (ii) be established (registered) on the territory of the Republic of Moldova and (ii) fully satisfies the selection requirements set by Fagura through its own screening procedures for Project Developers and Debtors-consumers and to provide the documentation and information required by Fagura for the acceptance of the Project Developer or Debtor-consumer as a User/Project owner in the Platform.

7.3. Failure to meet the eligibility conditions. The User undertakes to inform Fagura in writing, within 3 days at the latest, if he/she no longer meets the eligibility conditions that were the basis for his/her registration on the Platform, as well as about any situation that prevents he/she from maintaining his/her status as a User according to this document.

8. Conditions applicable to the Project Developer or the Debtor-Consumer

8.1. Verification/analysis of the Project. Fagura evaluates all Projects proposed by the Developers and the financing requests from the Debtors-consumers according to its evaluation procedure and activity (Scoring) and may request from the Developer or the Debtor-consumer the documents and information necessary for its analysis, including documents regarding the identity of the Developer/Debtor-consumer, the shareholding structure (including the history of the founders/shareholders), the persons who ensure the management, data on the the beneficial owner, the documents regarding its financial situation, reputation, creditworthiness and that of the persons associated with it, etc. If it decides, following and based on the evaluation made, not to publish the Project or the consumer loan financing offer on the Platform, Fagura is not liable to the Developer or Debtor-consumer for non-publication and cannot be obliged to review the non-publication decision or to the Scoring, even if the Developer/Debtor-consumer files an appeal/complaint.

8.2. Risk scoring. Based on the information and documents made available by the Developer/Debtor-consumer, Fagura will establish the scoring of the Developer/Debtor-consumer, which will be available in the Platform for each Project in the Pitches section and on the Investment Page.

9. Crowdfunding offer and loan application

9.1. The Project Developer or the Debtor-Consumer who have gone through the registration procedure as a User in the Platform and meet the eligibility criteria established by Fagura may create through the Platform a Loan Application, accompanied by the Crowdfunding Offer.

9.2. None of the Project Developers or Debtors-Consumers will be given priority in displaying the Financing Offers, which will only be displayed according to the time (date and time) when the Developers’ respective Projects or consumer loan financing applications were made available for investment.

9.3. The crowdfunding offer will contain the specific terms and conditions applicable to the Loan and is prepared based on the information and data provided by the Project Developer or the Debtor-Consumer. The terms and conditions of the Crowdfunding Offer become binding on the Project Developer or the Debtor-Consumer from the moment the Crowdfunding Offer is displayed by Fagura on the Platform and remain applicable until: (i) the expiry date of the Funding Period; or (ii) the date on which the Funding Objective is achieved or, in the case of a funding interval, the date on which the Funding Target is reached, whichever comes first.

9.4. The Developer or the Borrower-Consumer will complete a Loan Application, using the steps and the form available in the User Account on the Platform. The Loan Application will specify the expected financing conditions, such as: the amount of the Loan, the repayment period, the purpose of the Loan, which will be reflected in the Loan Agreement. By completing the Platform Loan application for a Project or consumer loan application validated by Fagura and confirming the terms of the Loan Agreement, the Project Developer or the Debtor-Consumer agrees to enter into a Loan Agreement with any Investor who (a) makes an Offer to Invest and (b) transfers the amount specified in the respective Offer to Invest.

9.5. Funding period/ Funding objective. Fagura will display the Project or consumer loan application on the Platform to allow Investors to place Offers to invest, by selecting the Project and pressing the “Invest” button (“Offer to Invest“). Each Project/consumer loan application will be maintained in the Platform for an agreed period of accumulation of investments, at the end of which the Financing Period expires, with the possibility of extending the period under the law. Investors will be able to bid with amounts until the Financing Objective is reached.

9.6. In the event that there are oversubscriptions of several Investors for the same Crowdfunding Offer, Fagura will proceed either: i) to a pro rata allocation, if this method has been established ex-ante and communicated to the Investors at the time of publication of the offer through the Platform; or ii) on a first-come, first-served basis.

9.7. Partial financing. If by the expiry of the Financing Period, no Offers to invest have been submitted to cover the full amount of the Financing Objective, but the Financing Objective has been achieved at least 50% in the case of loans requested by Developers and 70% in the case of loans requested by Debtors-Consumers, the Developer or Debtor-Consumer has the possibility to accept partial financing of the Project/Consumer Loan by sending a notification to Fagura. Fagura will only accept one crowdfunding project/consumer loan per Project Developer/Debtor-Consumer. Thus, if a Project Developer/Debtor-Consumer will want to obtain new financing, before receiving financing for the new project/consumer loan, they will have to prepay all payments to the already active (ongoing) Loan on the Platform.

10. Key Information Sheet

10.1. At the time of publication of the Project/offer for financing the consumer loan on the Platform, Fagura will make available to the Investors, through the Platform, the Key Information Sheet on the Investment available in the Investments and Pitches section.

10.2. Completion/modification/rectification of the Key Investment Information Sheet. At Fagura’s request, if omissions, errors or inaccuracies have been identified in the information regarding the Project/consumer loan, the Project Developer/Debtor-consumer will make or provide the necessary additions, corrections or clarifications within 3 (three) days from the date of reporting the missing or incorrect elements. If the requested information is not provided within the indicated deadline, the Consumer Loan Financing Project/offer (and any other related information) will not be published on the Platform and Fagura is not responsible for the non-performance of the related obligations/consequences.

10.3. Throughout the duration of the Financing Offer, the Project Developer/Debtor-Consumer must notify Fagura of any change in the information in order to keep the Key Information Sheet up to date at all times. The Project Developer/Debtor-Consumer shall be solely responsible for any information that is not brought to the attention of Investors who have placed Offers to invest in Investors. The responsibility for the information in the Key Information Sheet lies with the Project Developer/Debtor-Consumer and, as the case may be, his/her legal representative.

11. Suspension of the Project/Funding offer for consumer loans

11.1. If the User fails to complete or rectify the missing or incorrect elements reported by Fagura (e.g. from the Key Information Sheet) within the deadline mandated by Fagura, the Developer/Debtor-Consumer accepts and agrees that Fagura may suspend the Project or any action regarding the Project or the consumer loan financing offer for a maximum of 30 (days), without any notice or other formality. If the Developer/Debtor-consumer does not make the necessary additions or rectifications during the suspension period, the Funding Offer will be considered null and void (devoid of purpose) and will not be published on the Platform (or will be withdrawn by Fagura from the Platform, as the case may be), the Developer/Debtor-consumer will resume the entire procedure if he/she wishes to re-display the Project on the Platform.

11.2. The Developer/Debtor-Consumer understands and accepts that the posting of the Project/offer for financing the consumer loan on the Platform does not represent a guarantee on the part of Fagura that the Project/Consumer Loan will be financed (in whole or in part) by loans attracted from Investors.

11.3. Project Developers/Borrower-Consumer Users have the possibility to view any Consumer Loan Financing Project/Offer (financed or in the process of being financed) published on the Platform together with the related Loan Agreement concluded, from the User Account.

12. Investor Conditions

12.1. Depending on the criteria provided by Law no. 181/2023 on crowdfunding services, an Investor can be considered a Sophisticated Investor or an Unsophisticated Investor, with the rights and obligations related to each qualification. When registering an Investor User Account, the User must review and complete the investor profile questionnaire.

12.2. The Sophisticated Investor

In the process of analyzing the Investor, Fagura will evaluate the Investor’s profile based on the criteria for evaluating the Investor profile and determine whether the respective Investor qualifies as a Sophisticated Investor. The Investor may also fill out an application on the Platform requesting to be treated as a Sophisticated Investor. The application to be treated as a Sophisticated Investor shall contain or be accompanied by: (i) information on one’s own responsibility and, as the case may be, documents, provided in the investor classification questionnaire, confirming the fulfillment of the criteria provided by art. 26 para. (1) of Law no. 181/2023 on crowdfunding services, (ii) a statement that the applicant Investor is aware of the consequences of the loss of protection arising from the status of unsophisticated investor and remains responsible for the veracity of the information provided in the application. At the same time, the User may submit to Fagura, the proof of the status of professional client or qualified investor, according to art. 137 and 138 of Law no. 171/2012 on the capital market, in order to be qualified in the Platform as a sophisticated investor.
Fagura shall not be liable for any consequences of the Investor’s own decision to be treated as a eophisticated investor. The Investor has the obligation to notify Fagura of any change in his/her situation that may change his/her status as a sophisticated investor (e.g. he/she no longer meets the criteria to maintain the status of a sophisticated investor), within 2 (two) working days; The User will provide any documentation requested by Fagura in relation to this change and acknowledges that such a situation may lead to the termination of the relationship between the parties regarding the provision of the Services, in the absence of identifying solutions to continue the contractual relationship with Fagura. The amendment shall not affect the contractual relationship prior to the status change.

12.3. The Unsophisticated Investor. If Fagura determines that: (i) the Investor does not meet the criteria necessary to qualify as a Sophisticated Investor; or (ii) the Investor has not applied to be treated as a Sophisticated Investor in relation to Fagura, such Investor will be treated in relation to Fagura as a Non-Sophisticated Investor and the provisions of this section will apply to him/her.

12.4. The period of reflection (change of mind) of the Unsophisticated Investor and the possibility of revocation of the Offer to Invest. Any unsophisticated Investor has a pre-contractual cooling-off period (change of mind period) until the expiry of which he/she may revoke his/her Offer to invest, without stating a reason and without being required to pay any compensation or penalty for the revocation. The cooling-off period starts when the potential Unsophisticated Investor expresses the consent to invest, by selecting the Project/consumer loan and pressing the “Invest” button and expires after 14 days, unless the remaining period of accumulation of the investments necessary for the Project is shorter.

12.5. The following additional information will be made available to Non-sophisticated Investors on the Platform, prior to the submission of an Offer to invest: (i) the applicability of the cooling-off period until the expiry of which the Offer to invest may be revoked, by pressing a button to cnacel the investment and (ii) the duration of the cooling-off period.

12.6. The Investor may revoke/withdraw his/her Offer to invest within the term of the cooling-off period referred to in point 12.4 by clicking on the “Cancel Investment” button. As a result of this action, the Offer to invest placed by the unsophisticated Investor shall lapse (without purpose) and shall not bind either party.

13. Revocation of the Funding Offer. Withdrawal of the Project or Loan Application

13.1. The Funding Offer may be revoked after the publication of the Funding Offer on the Platform. The Developer may withdraw the Project or Loan Application while they are under review or financing, but may not unilaterally terminate the Terms and Conditions or withdraw the loan application, if the Loan Agreement has been concluded.

14. Measures to reduce risks. Risk warnings

14.1. Completion of the standard questionnaire. As part of the registration process in the Platform, Fagura asks the unsophisticated Investor to complete a questionnaire on the suitability of the Services. The Investor agrees to provide, in good faith, information regarding the level of education, professional experience, investment objectives, financial situation and basic knowledge of the risks associated with investments in general and those associated with investments based on the Services.

14.2. Risk warning. If the Non-Sophisticated Investor does not provide the requested information or the information provided in the questionnaire shows that the Potential Investor does not have sufficient investment knowledge, skills or experience, Fagura sends a risk warning in the User’s Account informing him that the Services may not be suitable for him/her.

14.3. Simulation of the capacity to bear losses. The Unsophisticated Investor will go through a simulation of the capacity to bear losses, using the tools made available by Fagura on the Platform, respectively the questionnaire for simulating the capacity to bear losses, and Fagura automatically transmits to the User Account the result of the simulation of the capacity to bear losses. The Unsophisticated Investor will confirm that he/she has received and understood the result of the simulation and will send this data to Fagura by pressing the “Confirm” button.

14.4. Fagura does not restrict the possibility of the Unsophisticated Investor to invest in Projects/ Consumer Loans. However, Fagura publishes in the User’s Account the result of the simulation of the capacity to bear losses and sets the maximum amount of the Loan that it recommends to be granted by the Unsophisticated Investor for a Project/Consumer Loan, in accordance with the legal provisions, respectively the greater of (a) EUR 1,000 or (b) 5% of the net capital declared by the Unsophisticated Investor, calculated in the Platform.

14.5. Fagura does not guarantee the performance or financial or operational results of the Developer/Debtor-consumer or the Project/Consumer Loan, therefore the Investor will bear the economic risk of the investment.

14.6. Investment in any Project/Consumer Loan carries risks, including the risk of partial or total loss of the funds invested and are not guaranteed/protected by the means of the Deposit Guarantee Fund in the banking system or the Investor Compensation Fund.

14.7. Any investment in a crowdfunding project includes the risk of losing the entire invested capital. The Investor understands and accepts that there is a risk that the Investor will not receive any repayment of his/her investment (that he/she will not receive any or all of the interest in the Loan Agreement from the Project Developer or the Debtor-Consumer, or even that the Loan granted to the Project Developer/Debtor-Consumer will not be repaid at all).

14.8. Auto Invest

During the use of the Auto Invest filter, the Investor will be allowed to pre-select and determine the operating conditions of this option and the criteria that the Project/Consumer Loan on the Platform for which the Investor seeks to submit investment proposals must meet.
The investor will be able to choose after generating the filtering results, the Projects/Consumer Loans in which to invest; the investment process will be carried out according to the Terms and Conditions.
Under no circumstances will Fagura make any decision to participate in the submission of the Offer for a Project/Consumer Loan on behalf of the Investor.
The Investor may at any time refrain from using the Auto Invest filtering function, by indicating this choice after logging in to the User Account on the Platform, but the deactivation of this function does not affect the Funding Offers sent or the Loan Agreements concluded up to that moment.

15. Conclusion of the Loan Agreement. Obligation to repay

15.1. Conclusion of the Loan Agreement. The Loan Agreement will be signed remotely by Fagura (as the Investors’ representative, empowered according to art. 17 below) and the Project Developer or, as the case may be, the Debtor-consumer, by using the electronic signature solutions of the documents.

15.2. Deadline for concluding the Loan Agreement. The Loan Agreement shall be concluded by the Investor and the Project Developer or the Debtor-Consumer no later than 3 (three) calendar days from the expiry of the Funding Period.

15.3. Date of conclusion of the Loan Agreement. The Loan Agreement is considered concluded between the Investor and the Developer/Debtor-consumer, through the Platform, at the time of signing the Loan Agreement by each party, according to Art. 15.1 and in compliance with the deadline of Art. 15.2.

15.4. If the Funding Objective is not achieved in the percentage referred to in point 9.7 or the Developer/Debtor-consumer refuses the partial financing of the Project, the Loan Agreement will not be concluded, regardless of whether the Investor intended to grant the Loan, and the amounts will be released in the Investors’ accounts on the Platform.

15.5. Obligation to repay. Through the Loan Agreement, the Developer or the Debtor-Consumer undertakes to repay to the Investor the amount of the Loan, in accordance with the repayment schedule, together with interest and any other fees due under the Loan Agreement.

15.6. Fees and commissions. The Developer or the Borrower-Consumer shall cover and bear all fees/commissions related to the conclusion and execution of the Loan Agreement. For late payment of fees/commissions due to Fagura, the penalty interest for late payment/late payment penalty specified in the Service Fees section will be applied.

15.7. The Investor assumes the risks associated with the option for a particular Project/Consumer Loan, as well as the risks arising from the granting of the Loan to a specific Project Developer/Debtor-Consumer and from the conclusion of the Loan Agreement.

16. Making payments

16.1. No amount as a Loan will be transferred to the account of the Developer/Debtor-consumer prior to the signing of the Loan Agreement and the fulfillment of the conditions set forth therein.

16.2. All transactions regarding (i) the collection from the Investors of the amounts of money transferred as a Loan and those of transfer to the Developers/Debtors-consumers, respectively those regarding (ii) the repayment by the Developers/Debtors-consumers of the amounts repaid from the Loans and their transfer to the Investors who granted the Loans will be carried out through the Segregated Accounts or Transit Accounts, opened by Fagura.

16.3. The Investor will fund the Segregated Account by bank transfer and with the indication of the User’s ID in the payment destination for the identification of the User in the Platform. The receipt of funds is considered at the time the payment has been registered into the bank account, not at the time the payment is set. In case of replenishment of the account in MDL, the bank rate for MDL/EUR from the day of payment collection will be used.

16.4. The Investor will be informed in his/her User Account about the conclusion of the Loan Agreement and the payment of the amount of the Loan to the Developer/Debtor-consumer. A copy of the Loan Agreement signed by the Parties shall be provided upon signature to the Project Developer/Debtor-Consumer, and shall be uploaded to the User account.

16.5. In general, the amounts paid by the Investors (as a Loan) and by the Developers/Debtors-consumers (as reimbursement, including interest) into the Segregated Accounts will be transferred from the Segregated Account to the recipients of the respective amounts within a maximum of 3 (three) business days from the date on which the Segregated Account was credited by the respective Users. In exceptional cases, the transfer will be made within 5 (five) banking days from the crediting of the Segregated Account. Fagura is not liable for operations carried out through banking services.

16.6. Fagura reserves the right to set off any amounts owed to Users (except for amounts representing Loans) against amounts owed to Users for the Services provided.

17. Mandate (agency) for the conclusion of the Loan Agreement

17.1. The User has the possibility to view in the Platform at any time the model of the loan agreement that can be concluded through the Platform.

17.2. By accepting these Terms and Conditions, the Investor empowers Fagura to represent him/her with full authority and powers in: (i) entering into and signing the Loan Agreement through the Platform, (ii) signing on his/her behalf any other documents related to the Loan Agreement (such as surety/personal guarantee agreements, pledge agreements, and other acts ancillary to the Loan Agreement) and (iii) administering and recovering the claims related to the Loans not repaid on time, including for collection, restructuring, disposal and representation of the Investor before the competent authorities and courts, without the need for an additional agreement. The acceptance of these Terms and Conditions has the legal value of concluding a mandate (agency) contract between the Investor and Fagura.

18. Mandate (agency) in case of breach of the Loan Agreement by the Developer or the Debtor-consumer

18.1. By accepting these Terms and Conditions, the Investor empowers Fagura, and Fagura accepts the mandate, to represent the Investor before the Developer or the Debtor-consumer, before any relevant natural or legal persons, before any public institutions and/or authorities, courts, arbitration institutions, bailiffs/judicial enforcement officers with regard to the fulfillment and enforcement of the Loan Agreement and/or collateral/ancillary contracts, in the event of non-performance by the Borrower of the obligations assumed via the Loan Agreement, the mandate being granted for operations such as, but not limited to: (a) the transmission of notifications regarding the non-performance of the Loan Agreement/activation of guarantee agreements/ancillary contracts, including termination notices; (b) identifying and/or contracting the lawyer/bailiff (judicial enforcement officer) to carry out the formalities permitted by law for the recovery of the outstanding amounts based on this mandate given in general terms for the start of the process of recovery of the due and outstanding amounts from the Loan (including the damage caused and any interest, fees, commissions or costs related to the recovery/outstanding amounts); (c) entering into settlements or agreements amending the Loan Agreement, in accordance with applicable law, regarding: establishing a new Repayment Schedule, granting a single grace period for repayment of the loan – the period will extend the Repayment Schedule accordingly, and interest will be calculated during this period; (d) the exercise, on behalf of the Investor, of all procedural rights conferred by the Code of Civil Procedure, the Enforcement Code, the Insolvency Law, as well as other applicable normative acts, including in order to initiate and support the judicial or extrajudicial procedures necessary for the recovery of the debt and, where applicable, for obtaining and collecting the damage caused by non-performance; (e) the sale/ assignment of the unrecovered claim, in the event of non-payment of more than 60 days, if a new payment agreement is not reached with the debtor. Prior to the assignment or sale, or any operation on behalf of the Investor, Fagura will assess the debtor’s financial situation, the amount of the debt and the costs associated with debt collection. The acceptance of these Terms and Conditions has the legal value of concluding a mandate (agency) contract between the Investor and Fagura.

18.2. Within 3 (three) calendar days from the maturity of any tranche of a Loan provided in the Loan Repayment Schedule, Fagura will commence operations based on the general mandate (agency) received from the Investor pursuant to art. 18.1.

18.3. To the extent that Fagura deems appropriate, at the time of initiating the complex/extended procedures to oblige the Borrower/guarantors to return the amounts due/forced execution (e.g. court actions, enforcement of court decision, signing of settlement contracts), Fagura has the right to contract specialized recovery / representation services (including legal services), to the extent that it will be necessary to sign some additional documentation/submit additional documents and the Investor will agree, the Investor will provide such documentation and sign the necessary special documentation. Otherwise, or if the Investor and Fagura do not agree on documentation for the implementation of the complex/extended procedures provided for in this article, Fagura will not be obliged to take these steps.

18.4. Based on the mandate (agency) granted according to item 18.1, Fagura will request the necessary documents, will keep in touch with the Project Developer/Debtor-consumer and the competent authorities, will initiate and hold discussions and will sign documentation in the execution of the mandate.

18.5. Fagura will collect any amount recovered through the Segregated Project Developers’/Debtor-consumers’ Account, ordering its transfer to the Segregated Investor Account, after offsetting any receivables held by Fagura (e.g., receivables management fee or other fees).

18.6. The Investor will be informed on the loan page about all the outstanding payment recovery activities related to the Consumer Projects/Loans financed by the Investor and for which the Platform carries out the administration activities through a general mandate, by accessing the Loan Page in the Investor’s Portfolio.

18.7. The Investor agrees and understands that Fagura will exercise its mandate (agency) with diligence and good faith, but does not guarantee the recovery of any debt as a result of its actions and/or those of the partners it contracts for this purpose, given that the achievement of a favorable result for the Investor depends on several factors. Despite its efforts, there is a risk that Fagura will not be able to obtain full or partial recovery of the Loan. The investor assumes the risks related to the non-recovery of his/her claims.

18.8. For the Fagura Services in connection with debt collection, the Investors agree to pay the recovery fee mentioned in the Fees section applicable on the date of execution of the operations under the mandate. Fagura decides the strategy for exercising the mandate granted according to art. 18.1.

18.9. The investor undertakes to provide Fagura, within the term indicated by Fagura, any additional documentation requested by Fagura for the implementation of art. 18.

19. Fagura commissions

19.1. By accepting the Terms and Conditions, the User confirms that he/she has read and agrees to the rates of the Services, presented below.

19.2. Fagura charges, as the case may be, the following types of commissions/fees:

The Granting Fee of 3.5% of the value of the Loan is due by the Project Developer to remunerate Fagura for facilitating the granting of the Loan on the Platform and is paid by withholding from the amount made available to the Borrower;
The service fee of 2.5% of the payments made is due by the Investor and is paid by withholding from the amount of payments received by the Investor from the repayments of the Loans by Project Developers or Debtors-consumers, including through the Secondary Market;
Withdrawal fee of 1 euro per withdrawal processed, after it is initiated by the investor or Developer;
Management fee calculated monthly from the loan amount, paid by the Developer or the Debtor-consumer with each monthly payment, provided for in the loan agreement;
An inactivity fee of 5 Euro per month is due by the Investor as remuneration for the management of the account and the funds not invested through the Platform. The commission is withheld by Fagura from the uninvested available balance of the Investor’s account, starting with the 7th month of inactivity. “Inactivity” means the absence of any investment, sale or loan payment transaction for 6 consecutive months. The withholding takes place on the first day of each month and continues until the inactivity ceases or until the balance is reduced to 0 Euro. The commission cannot generate a negative balance. If the available balance is less than 5 Euro, only the amount actually existing in the account will be retained;
Compensation for partial early payment in the amount of 0.5% of the amount of the loan paid off in advance by the Debtor-consumer, under the conditions provided by the loan agreement;
Penalty: is due by the Developer or Debtor-consumer who breaches its obligations arising from the Loan Agreements;
Other fees, as the case may be.

19.3. Commissions/tariffs can be cumulated.

20. Identification and approval of Users

20.1. User identification. In accordance with the law, access to loan financing or investment services on the Platform requires prior verification of the identity of Users (eKYC). Account creation is possible without completing the eKYC procedure, but financial operations will only be available after completing this procedure. In this regard, the Platform provides customer identification services from an authorized third party. In order to use ecosystem services, which do not involve money transfer operations, the identity verification procedure is not mandatory.

20.2. As an exception, Investor Users may make investments in a cumulative amount not exceeding the amount of 1000 Euro (and, in any case, not more than 20,000 MDL) within one calendar month from the date of creation of the User account, without completing the eKYC procedure, provided that the identity verification is completed within this period. In case of non-compliance with this condition, the investments will be blocked and can only be accessed after the completion of the eKYC procedure, and the making of new investments will be suspended.

20.3. According to the Know Your Client (KYC) procedure, the User may be required to go through one or more customer identification methods, established by the Platform or by the identity verification service providers integrated into it. These methods may include, but are not limited to: providing a copy of a valid ID, taking real-time photos or videos, biometric facial recognition or other similar electronic authentication technologies, as well as using secure link-initiated or QR code sessions.

20.4. Approval of transactions. The User must enter his/her bank account details in the Platform and grant access to the payment institution/payment service provider with which Fagura collaborates in order to benefit from all the facilities of the Platform, such as withdrawing the Investor’s funds from the Segregated Account for the financing of the selected Project, crediting the Investors’ segregated bank account with the interest due by the Developer/Debtor-consumer in accordance with the terms of the loan agreeement, or crediting the segregated bank account of the Project Developers/Debtors-consumers with the amount of the Loan, or withdrawing the amounts required for the monthly installment.

20.5. Fagura will take the necessary precautions and security measures, including type 2 factors for authentication, for the identification of Users on the Platform and reserves the right to modify the User’s identification process, including resorting to any other means of identification it deems appropriate, subject to compliance with the applicable legal requirements.

20.6. If the applicable legislation does not require additional identification, any connection and any access to the Platform, including operation from the Platform, is executed only by approving them by the User by username, password, 2-factor confirmation for identification and biometric data, alternatively in one of the ways presented below:

A new PIN code will be sent to the email address or mobile phone, and the respective PIN will be entered into the system to certify the authenticity of the User;
Through the User’s biometric data, through a processing carried out by their mobile device, such as FaceID or Touch ID (activated in advance after logging in with their credentials on the Platform);
By any other means accepted by the payment processor payment institution with which Fagura collaborates and which are in accordance with the legislation in force.

20.7. The amounts transferred to the Segregated Account will be reflected in the User’s Account. The User’s ID will also be mentioned in the transfer order.

20.8. The User irrevocably authorizes the payment institution with which Fagura collaborates to debit and credit the Segregated Account, in accordance with these Terms and Conditions or according to any other contract or agreement for the processing of payments and/or transactions concluded through the Platform.

21. Bulletin (Secondary Market)

21.1. Fagura operates within the Platform a Bulletin in a separate section of the Investments page, where Investors can publish announcements of interest to buy and, respectively, sell the share of the Loans granted by them through the Fagura Platform. This section of the Bulletin (Secondary Market) will not represent an internal system that executes the Users’ orders on a multilateral basis.

21.2. Any Investor will be able to display announcements of sale or purchase in relation to the Loans originated on the Fagura Platform, in the Bulletin section.

21.3. Any Investor will have the option to express its willingness to transfer a portion of the Loan at face value, at a discount and at a premium, through direct negotiation with the potential assignee Investor. The discount (the percentage difference between the sale price and the nominal value) and the premium (the excess, expressed as a percentage, compared to the nominal value of the Loan) will be established at the sole discretion of the Transferring Investor, in compliance with minimum values established by the Platform, necessary for the protection of the Investors who will buy the share of the Loan and are exposed to the Credit Risk.

21.4. By accepting these Terms and Conditions, the Project Developer/Debtor-consumer agrees that the Investor may transfer its share of the Loan to another assignee Investor without the prior consent of the Project Developer/Debtor-consumer, prior to the maturity of the Loan.

21.5. There are no limitations on the number of transfer/sale announcements that can be published by an Investor on the Secondary Market.

21.6. The Bulletin is a service integrated into the Platform, but not provided for a fee.

21.7. Investors who will buy the share of the Loan will have access to the Key Information Sheet on the investment, which will be made available on the Platform.

21.8. Fagura will ensure that: (i) it will make available to Investors who wish to purchase Loans advertised on the Bulletin, information regarding the performance of the Loans intermediated by Fagura and (ii) Investors who advertise expressions of interest to purchase a Loan and who are considered to be unsophisticated Investors receive the information and risk warning referred to in the law.

21.9. The newsletter is accessible 24/7 without any time limitation. Investors can create through the Platform an offer to sell the share of a Loan at any time by accessing the Secondary Market section, and buyer/assignee Investors can access these offers in real time and invest in them. The listed investments are kept on the bulletin board indefinitely, except when a listed Loan changes its status in the Platform, goes into a delay period or collects payments from the Project Developer/Debtor-consumer, in which case the investment will be removed from the Secondary Market. Offers may be accepted (only in full as published) or declined (only in full as published) by the Seller/Assignor Investor, and the assignment takes place instantly following the transaction and based on these Terms and Conditions.

21.10. Fagura informs Investors that:

any purchase or sale activity through the Fagura platform is carried out at the discretion and responsibility of the Investors;
does not operate a trading venue in accordance with capital market law;
does not accept to receive orders for the purpose of buying or selling contracts in relation to investments initially made on the Platform;
is not responsible in any way to the Users for the disruption or temporary suspension of the activity of the Bulletin/secondary market on the Platform (as a functionality, if work is carried out to improve the secondary market section), and Users will not be able to publish announcements of sale or purchase of Loans for a period of time.

Fagura PRIME

Overview and Features

Fagura PRIME is an automated investment product (management of individual loan portfolios), available through the Fagura platform, which offers investors the opportunity to obtain a fixed annual return by placing capital in diversified portfolios of loans to small and medium-sized enterprises. The product is intended for investors who want a passive solution, with professional management, fully managed by the Fagura team.

The Fagura PRIME product provides for a fixed term with a maturity of 24 (twenty-four) months. Early withdrawal is possible under the conditions set out in point 22.4 of this document.

The Fagura PRIME product offers a fixed annual yield of 8.5% gross (eight point five percent), calculated in euros. The yield is capitalized annually and reflected in the User’s investment account. If the investment is withdrawn before the 24-month deadline, the yield may be reduced and additional fees may apply.

The Fagura PRIME product benefits from an additional protection component, through the Reserve Fund managed by Fagura, which aims to cover any losses generated by the non-payment of loans in the portfolio. However, the User acknowledges and accepts that this Fund does not represent an absolute guarantee of return of capital or return.

Investments made through the Fagura PRIME Product are not guaranteed by the state, do not benefit from deposit guarantee schemes and involve a moderate risk, corresponding to the investment profile in participatory loans.

Investment Procedure

To set up the portfolio, the User with an active account accesses the Fagura PRIME portfolio setting page where he/she chooses the amount to invest, accepts the terms and conditions related to the Fagura PRIME product and clicks “Activate Portfolio”. The minimum investment amount is presented to the investor on the Fagura PRIME portfolio setup page.

To complete the activation of the portfolio, the investor replenishes the portfolio account with the amount indicated in the previous item. The replenishment can be done by bank transfer, the transfer data being provided by the platform, or by replenishing the portfolio from the amount available in the investor account. The investor can generate a payment account related to the replenishment of the portfolio from the modal of replenishment of the account by bank transfer. If the investor chooses to make the transfer to MDL, the replenished amount is converted into EUR at the NBM exchange rate on the day the funds are received on the Fagura account.

When the funds transferred to the Fagura PRIME account are received and confirmed, the investor’s portfolio is activated. Based on the date of activation of the portfolio, the maturity date and the period of accumulation of the interest related to the portfolio are calculated, the period of 24 months from the day of activation being applied. The investor can view the evolution of the portfolio, the accrued interest, the maturity date and other details on the page dedicated to Fagura PRIME.

Fagura invests the funds in a diversified portfolio of loans for SMEs in the Republic of Moldova, both on the Primary and Secondary Markets, according to the internal policy of risk diversification. Interest payments received from Project Developers are reinvested to maximize returns.

The investor can follow the structure of the total Fagura Prime portfolio on the page dedicated to it, including the number of loans financed, their distribution over the duration of the loan, the level of delay and the degree of individual risk.

The investor can activate several Fagura PRIME portfolios, with amounts and maturity periods related to each one. The setting of additional portfolios is available in the platform on the Fagura Prime page when the investor already has one or more active or repaid portfolios. It is not possible to initiate a new portfolio if there is a pending or processing portfolio.

Operation of the Reserve Fund

The Fagura PRIME portfolio is protected by a dedicated Reserve Fund. When a loan reaches a payment delay of 91 days, the reserve fund compensates the Fagura PRIME portfolio with 100% of the amount of the principal remaining to be paid and takes over the related loan for recovery.

The Reserve Fund is funded by funds from:
1. a commission charged when granting loans in which the funds from Fagura PRIME are invested;
2. from the amounts recovered from late loans taken over by it;
3. interest received from an interest-bearing account;
4. sale of non-performing loans to collection agencies.

The Reserve Fund’s replenishment strategy provides for the ability to cover 100% of the amount of the principal remaining to be paid for loans with delays of more than 91 days, including a reserve margin of 20%, which are calculated based on historical data related to loans granted through the Fagura platform. The Reserve Fund is used to cover Investors’ losses resulting from non-payment of loans, but exclusively within the limit of the available amount accumulated in this fund. Fagura does not guarantee full repayment of investments and is not obliged to cover losses that exceed the existing resources in the Reserve Fund.

The amount available in the reserve fund and the evolution of loan arrears in the Fagura PRIME portfolio are monitored by the Fagura PRIME portfolio management team. In case of an increase in the volume of delays, the management team may increase the proportion of the contribution from the sources included in item 22.3.2., but the contribution may not exceed the amount of Fagura PRIME investments for the current period, and the increases may not be applied retrospectively.

Fagura does not offer additional protection or guarantees outside the Reserve Fund, i.e. a high volume of delays above historical levels may lead to the inability of the reserve fund to cover the necessary compensation. In this case, the loans that cannot be covered by the Reserve Fund remain in the Fagura PRIME portfolio until the moment of accumulation of the necessary amount in the reserve fund or until the moment of the conclusion of the process of recovery of receivables from the Developer / its assignment.

Income and taxation

Fagura Prime provides for a gross fixed annual interest rate of 8.5% in EUR, capitalized annually. The capitalized interest in the first year is added to the principal for the calculation of the interest in the second year. On the maturity date of the portfolio, the invested principal and net interest are transferred to the investor’s account.

The net interest is calculated as the gross interest from which the tax related to it is withheld in accordance with the legislation in force. Fagura retains the taxes at the source of payment and pays the taxes related to the User’s investment in the portfolio.

The investor has the option to request an early withdrawal of funds from the Fagura PRIME portfolio with an early withdrawal fee of 2.5% of the amount withdrawn. If the investor opts for an early withdrawal, the interest available for withdrawal is only the capitalized interest at 12 or 24 months, and the accrued interest that has not yet been capitalized is not available to the investor. At the time of initiating the early withdrawal, Fagura places for sale on the Secondary Market investments from the Fagura PRIME portfolio with a value of the difference between the withdrawn amount and the amount available for new investments in the Fagura PRIME account. At the time of completion of the sale of the investments placed on the Secondary Market, Fagura charges the early withdrawal fee of 2.5% of the value of the withdrawn amount. If the related tax is withheld from the capitalized interest, the resulting amount is also transferred to the investor’s account. Respectively:

in case of withdrawal of funds during the first year (up to 12 months) from the activation of the portfolio, the investor receives the value of the initial investment minus the early withdrawal fee of 2.5% and no tax is withheld,
In case of withdrawal of funds during the second year (between 12 and 24 months) from the activation of the portfolio, the investor receives the value of the initial investment and the interest for the first year from which the early withdrawal fee of 2.5% and the related tax are withheld according to the legislation in force.

The net interest is calculated as the gross interest from which the tax related to it is withheld in accordance with the legislation in force. Fagura retains the source of payment and pays the taxes related to the User’s investment in the portfolio.

The time between the moment when the investor requests the early withdrawal and the transfer of funds to his account is dependent on the volume of transactions on the secondary market, respectively in the case of an increased volume of requests for early withdrawal of funds, Fagura does not offer guarantees related to the maximum time in which they will be processed.

After the funds become available on the investor’s account at maturity or in the case of early withdrawal, the investor can opt to withdraw the funds to his/her bank account or to reinvest the funds on the Fagura platform. If the investor opts for a bank transfer in MDL, the requested amount is based on EUR value at the NBM exchange rate on the day of the transfer.

User Guide

The user has the following obligations:

not to use the Platform for illegal transactions or operations, including fraud or money laundering;
to present truthful information during the registration process on the Platform, completion of the Loan/Financing Application, as well as when communicating with the Platform / other Users;
to keep the tools (credentials) necessary for logging in to the Platform (password and email address) including the identity card, so that third parties do not come into possession of them;
to inform Fagura about the subsequent changes to the data provided during the registration process on the Platform, as soon as these changes occur;
to inform Fagura as soon as it becomes aware of the fact that unauthorized third parties have obtained the data and tools (credentials) necessary to connect to the Platform;
act politely and respectfully when communicating with other Users or with Fagura.

The User understands and agrees to be responsible for:

transmitting false information and for damages caused to Fagura and other Users as a result of or in connection with a concluded transaction;
any damages and losses resulting from the unauthorized access of any third party to the User’s login data in the Platform.

Services provided through third parties

Identity verification. To establish the identity of each User, Fagura uses a “Know your customer” (KYC) verification, the standards being designed to protect the payment institution and crowdfunding service provider against fraud, corruption, money laundering and terrorist financing.

As part of the registration process on the Platform, the verification of the Users’ identity is carried out through one or more specialized providers of electronic identification and biometric identity verification services, contracted by Fagura.

For the processing of payments and financial transactions associated with the Platform, Fagura collaborates with authorized/licensed payment institutions. Dedicated accounts for replenishing and withdrawing investors’ funds are opened and managed through these partner institutions, according to the applicable legislation.

The Platform may contain hyperlinks or references to third-party websites. Any such hyperlinks or references are provided for the information of Users only.

Fagura has no control over third-party websites and assumes no responsibility for the content, material or information published by them. The display of any hyperlink and referral to any third-party website does not imply that Fagura exercises any control over those websites or endorses those third-party websites, products or services. Acess to a website is and will be governed by the terms and conditions of that third party. The User accepts and agrees that any links to other web pages are included strictly for information purposes and are not under the control of Fagura. The Platform is not responsible for the content provided by the respective websites.

The User also undertakes (i) not to use the URL of the Platform on another website or digital platform and (ii) not to monitor, copy and use the Platform’s website through automated services without the prior written consent of Fagura.

Responsibility

Fagura’s liability for the operation of the Platform

Fagura does not guarantee the uninterrupted operation of the Platform or the operation of the Platform at certain parameters. Also, Fagura does not guarantee that the operation of the Platform will be free of errors and/or defects.

The User may not claim that the Services must be of a certain quantity and/or possess performance qualities and characteristics (including in terms of functionality, compatibility, accessibility, continuity and security) other than those provided for in the Terms and Conditions.

Access to the Platform is provided by Fagura on an “as is” and “as available” basis, with no warranty provided by Fagura or licensors/third parties that they will perform certain purposes/features/performance or standards, or that they will operate uninterrupted, timely or consistently, securely, without errors or without harmful components/viruses.

The User is not permitted to license, sell, transfer or otherwise grant to another person/entity the right to use the User Account/Services and Fagura is not responsible for the content/data/information provided by the User for the use of the Services/User Account.

The User is not allowed to use the Services/license/sublicense the use of the Services for commercial purposes.

The Services are not and will not be interpreted/considered/relied upon as data hosting/storage/back-up/archiving services.

Fagura shall not be liable for any damages caused to the Users, including for any delay in granting or collecting any amount as a Loan, but not limited to, as a result of the non-functioning, temporary unavailability or malfunctioning of the Platform for reasons beyond the will and control of Fagura (e.g. power outages, communications network failures, equipment failures).

Fagura is also not liable for any damage caused by a cyberattack on the Platform or any viruses introduced into the Platform.

The Website and the Fagura Platform can only be accessed if an internet connection is available; mobile devices can use the iOS or Android operating systems.

Fagura’s Liability for Services

Fagura carries out the assessment of the creditworthiness of the Developers/Debtors-consumers and validates the Projects/Consumer Loans that can be published in the Platform in accordance with the applicable legal requirements and strictly based on the information provided by the Developers/Debtors-consumers. This assessment does not represent and does not replace a legal, financial, tax or any other due diligence audit, which the Investor is responsible for carrying out itself or seeking advice from financial experts, but constitutes an information measure for the benefit of the Investors. Fagura assumes no responsibility for the decisions taken by the Investors based on its evaluations and/or validations, as long as they are carried out according to the legal requirements and on the basis of the information provided by the Developers/Debtors-consumers or Public Information Registers (Public Services Agency, Tax Authorities, Credit Bureaus, etc.).

The Users’ access to the Platform and the provision of the Services does not constitute a guarantee regarding the financing of the Projects/Consumer Loans, the granting of Loans to Developers/Debtors-consumers or the timely repayment of the Loans or any installments thereof.

Fagura is not responsible for the actual payment by the Investors of the amounts specified in the Offers to invest nor for the compliance by the Users with the Loan Agreements concluded through the Platform. Despite the evaluation made by Fagura, the conduct of Users may change during the activity on the Platform or during the performance of the Loan Agreements.

Fagura does not act at any time as a guarantor of the Users or as a counterparty in the transactions concluded through the Platform, so it will not at any time take over the payment obligations of the Developers/Debtors-consumers towards the Investors or any obligations of the Investors towards the Developers/Debtors-consumers.

The User carries out transactions through the Platform on his/her own responsibility and accepts that Fagura acts as an intermediary, connecting the Investor with the Project Developer/Debtor-consumer, according to the Terms and Conditions and related documentation. The User must not use the Platform Services if he/she does not agree with any of the terms/provisions of the contractual documentation that is concluded in the name and on behalf of the User, through the Platform, according to this document/other applicable documentation (e.g. Loan Agreement).

Fagura disclaims any liability for any direct or indirect loss or damage suffered by any User in connection with the Platform/Services or in connection with the use, inability to use, or the results of the use of the Platform, including any materials published on it.

Fagura shall not be liable in any way for the accuracy and correctness of the information submitted by the User or any other person.

User Liability

The User shall be liable to Fagura for any damages, losses, claims, costs, and expenses caused, brought against, or incurred or borne by Fagura (including but not limited to legal fees) as a result of:
1. Improper/fraudulent use of the Services and/or the Platform (including as a result of the intentional introduction of viruses, logic bombs and the like) and the provision of false or incorrect information/documents;
2. Violation of the User Agreement or any other agreement or contract concluded with Fagura;
3. Violation of any applicable regulation or the rights of any third party, including but not limited to intellectual property rights;
4. Any damage caused by the User to any other User.

Fagura will notify the User of any claim, complaint or request made by a third party either against Fagura or against the respective User as soon as it becomes aware of it.

The User is responsible for procuring and, as the case may be, configuring the computer equipment/programs necessary for accessing the Platform, as well as for ensuring its own anti-virus protection means.

Fagura prohibits and will penalize or take steps to penalize any attempt to gain unauthorized access to the Platform, to the server on which the Platform runs or to any server, computer or database connected to the Platform and will report any such violation to the competent authorities, immediately restricting the access to the Platform of the User at fault.

Intellectual property rights

Intellectual property rights in the Platform. Fagura has exclusive ownership of (i) the software and related applications on the basis of which the Platform operates and (ii) the texts, logos, graphics, shapes, presentations and materials on the Platform, including, but not limited to, photo-video materials, information, logos and any other data presented on the Platform (collectively referred to as “Content“), if applicable.

In all cases where it is not the owner, Fagura holds a copyright license to download, copy, modify, distribute, perform and use any content or software granted by the licensors to Fagura, including for commercial purposes. At the same time, in cases where the holders are collaborators of Fagura, Fagura reserves all the rights obtained in this regard directly or indirectly (through assignments, licenses of use and/or publication).

All information available on the website (including, but not limited to, images, text, logos, symbols) that can be viewed or accessed in any way through the use of electronic equipment, the content of emails sent to the User by Fagura, any information communicated to the User (including, but not limited to, data relating to Fagura, its activity, etc.) by any means by a representative of Fagura, are and remain the exclusive property of Fagura.

Right to use the Platform. Users agree and acknowledge that they will only have a right to use the Platform, its features, functionalities, content and Fagura Services, according to these Terms and Conditions. Nothing in the content of the Platform shall be construed as a creation or as granting any User any right, title or interest in the Intellectual Property Rights in the Platform, other than the limited right of use in the Platform under the Terms and Conditions.

The right to use the Platform does not grant the User:

(i) any proprietary rights, copyrights or any other rights, benefits, rights in the Platform and/or its Content (e.g. materials, information, text, data, images, screenshots, posts) (ii) any copyrights, trademarks, logos, design, identification marks, graphics and any original works of copyright and/or intellectual property that Fagura may hold in relation to the Platform and/or its Content.

In any circumstance, the Content of the Platform is protected by the copyright law and related rights in force in the Republic of Moldova. Such materials must be used for informational purposes only and any other use (e.g. copying, distribution, etc.) is prohibited. However, the User’s use of any Content is at the User’s own risk and should apply an appropriate level of caution and discretion in this regard.

Any infringement of copyright in the Content of the Platform, including, but not limited to, the reproduction, distribution, marketing, rental, lending, communication, broadcasting, copying, modifying, displaying, transmitting, publishing, in any form, the content and/or graphics of the Website, creating derivative materials using the content and/or form of the Website/Content, creating derivative materials using the Content and/or the Website, the inclusion of any content in any context other than the original one intended by Fagura, the removal of any sign that signifies the copyright of Fagura/contributors without the prior and express written consent of Fagura, is expressly prohibited and is punishable according to the relevant laws.

The use of any logo/header, any Fagura emblem/trademark (including but not limited to the Fagura name/trademark or any other similar names) or any material/works/document/part of the Platform, is not permitted without the prior written consent of Fagura.

Fagura does not guarantee in any way the quality of the website/fagura.com Platform (the Website) from a technical and/or functional point of view, nor the absence of viruses that may exist on the Website, given the characteristics of the online environment and the specifications of the Internet. Thus, Fagura cannot be held liable in any way for any direct or indirect damages suffered or invoked by users/visitors arising from malfunctions/failure to function properly, in whole or in part, of any part/portion of the Website.

The User understands that Fagura has the right to interrupt at any time, with immediate effect and without prior notice, any activity of the Website.

The User understands and agrees that Fagura has the right to restrict at any time, with immediate effect and without prior notice, the User’s access to the Website, if there are indications/Fagura considers that, by virtue of the User’s conduct and/or activity, his/her actions damage/could damage in any way Fagura, including the reputation or reputation of Fagura, or access and/or use by other Users. Also, access to other websites/information/activities may be restricted/blocked by Fagura, including if Fagura becomes aware of the fact that the information or activity in question is illegal or of facts or circumstances from which it results that the activity or information in question could harm the rights of another User/third party.

The User hereby grants Fagura the right to use the user’s name and trademark(s) on fagura.com/Platformă’s website for the execution of the contractual documentation. This right will be in force without Fagura owing any consideration to the User, for the maximum period allowed by law (and in any case at least for the duration of the contractual agreement between Fagura and the User, according to the contractual documentation).

Restricting access to the Platform. Termination of Terms and Conditions

Restricting access to the Platform

Fagura has the right to restrict or revoke the User’s right to use the Platform if:
1. The User has breached any of the obligations assumed by the Terms and Conditions, or by any Offer to invest or by submitting a Project to the Platform or any other obligations in connection with the use of and access to the Platform;
2. The User has provided Fagura or other Users with false, misleading or inaccurate information;
3. The User repeatedly conducts inappropriate conduct towards Fagura or other Users;
4. The User has breached its obligations under the Terms and Conditions and/or the Loan Agreement;
5. The user is included on the sanctions list of national or international authorities, is a politically exposed person (PEP) or has adverse media appearances.

In any of the cases listed above, the user’s access to the Platform will be suspended and the creation of a new user account for the same person will not be allowed. If the suspension lasts longer than 30 days, Fagura will be able to unilaterally terminate this document and any other ongoing contract with such User, and any obligations of the User-Developer/Debtor-consumer under the ongoing loan agreements will become due immediately and will have to be performed by the Project Developer/Debtor-consumer.

If the User has active investments, the procedure for the sale of investments through the Secondary Market and the withdrawal/return of funds from the Platform will be initiated.

Termination of Terms and Conditions by the User

The unsophisticated user-investor who is a natural person has the right to withdraw his/her user agreement (unilateral termination without invoking a reason) within 14 (fourteen) days from the acceptance of the Terms and Conditions, by sending a written notification to Fagura at support@fagura.com, the termination of the contractual relationship in the Terms and Conditions will operate at the expiration of the term of 14 (fourteen) days. If such User enters into a loan relationship as an investor under a Loan Agreement through the Platform, within the 14 days, by signing the Loan Agreement, the User waives the right of withdrawal.

After the expiry of the period of 14 (fourteen) days, the User may withdraw from the Terms and Conditions at any time, by sending a notice of unilateral termination to Fagura, at support@fagura.com address , at least 10 (ten) days before the expected date of termination, without providing the reason for termination and without any other formality or intervention of any court of law or arbitration. The termination will operate on the date provided in the User’s notification, with the condition of having fulfilled all its obligations to Fagura and to any other Users by the date of termination.

The User may not terminate the Terms and Conditions by unilateral termination in the following situations, depending on his capacity:

If the User is a Debtor-consumer or Project Developer: until the full repayment or termination by any other means of all Loans contracted through the Platform and their ancillary obligations (interest, commissions, penalties, as the case may be);
If the User is an Investor:

for the duration of the existence of any active investment on the Platform, until the full repayment of the amounts invested or until the sale of all investments through the Secondary Market;
if Fagura exercises, pursuant to the mandate granted by the Investor under these Terms and Conditions, rights and actions for the recovery of a Loan from a Project Developer/Debtor-consumer, unless the investment is sold through the Secondary Market.

Termination of Terms and Conditions by Fagura

Fagura may unilaterally terminate the Terms and Conditions if the User violates the provisions of this document.

Fagura reserves the right to terminate the Terms and Conditions (including disabling or restricting the User’s access to the Platform), if the User uses, without Fagura’s written consent, automated means to access the Platform and collect any data from the Platform by automated means (including, but not limited to, harvesting robots, or other automatic devices, applications or programs) or if the User uses data processing techniques contrary to Fagura’s policies and applicable regulations and which directly affect the Platform. The resolution will take place on the date of communication through the Platform of a simple declaration of resolution, without the intervention of the court or other formalities.

In the event of Fagura’s termination of the Terms and Conditions, all payment obligations of the User-Project Developer/Debtor-consumer, including the Loan, the related Interest, any penalties, commissions and charges resulting from the Terms and Conditions and the Loan Agreement shall become immediately payable. In the case of the User-Investor, Fagura will apply the procedures for the return of the amounts to the investors, after withholding any debts to the Platform / other Users.

Other cases of termination of the Terms and Conditions:

in the event that Fagura interrupts or ceases the provision of the Platform, including in the event of withdrawal/modification/termination of authorization. In this situation, Fagura will notify the User prior to the interruption or provision of the Platform;
by unilateral termination by Fagura: Fagura will be able to unilaterally terminate the contractual relationship with a prior notice of 30 (thirty) days of the User, transmitted in the User Account; The User may at any time exercise the right to unilaterally terminate the contractual relationship only with the prior fulfillment of the obligation to pay in full all its debts to the Platform/from any Loan Agreement concluded through the Platform, without invoking any reason and without owing fees in exchange for unilateral termination.

27.5 The termination of the Terms and Conditions shall not affect the services performed or in progress/due.

Fagura insolvency

In the event that Fagura becomes insolvent, no new Projects will be published and no new Loan Agreements will be concluded on the Platform. Monetary funds equivalent to the amount available in the Segregated Account related to each User ID will be paid into the User’s bank account.

Fagura will not prevent Users from having the right to receive complete information about the Loans granted as well as the agreements concluded by them on the Platform and will conclude appropriate agreements with third parties regarding the safe keeping of the data available on the Platform.

In the event that Fagura becomes insolvent, the legal relations between the Investor and the Project Developer/Debtor-Consumer arising from the provisions of the Loan Agreement, as well as any other obligations of the Users in relation to Fagura (e.g. payment of commissions) remain in force.

In the event of Fagura’s insolvency, we will act in accordance with the legislation and the provisions of the Business Continuity Policy which we recommend you read in full, available uninterruptedly on the Fagura Platform.

Taxes and fees

Fagura shall withhold the withholding tax related to the income earned through the Platform in accordance with the tax legislation of the Republic of Moldova and, where applicable, with the international treaties to which the Republic of Moldova is a party, as follows:
1. for resident individuals (natural persons), the tax on interest or other income derived from the use of the Platform shall be withheld at source by Fagura;
2. for resident legal entities, the tax shall not be withheld at source; such entities shall be responsible for declaring and paying the income tax independently, according to the applicable legislation;
3. for non-resident individuals or legal entities, the tax on income derived from sources in the Republic of Moldova shall be withheld at source by Fagura, according to the rates and conditions provided in the Tax Code of the Republic of Moldova or in the relevant international tax treaties, as applicable.
In cases where the legislation of the Investor’s country of tax residence requires the declaration of income earned from investments in that country, the Investor shall be responsible for declaring such income and paying any additional taxes due in that state, independently of the withholding tax made by Fagura in the Republic of Moldova.

Enforceability of loans

According to art. 8 para. (5) of Law no. 181/2023 on crowdfunding services, the Loan Agreements concluded through the Platform, as well as the collateral and/or personal guarantee contracts concluded for the purpose of guaranteeing the repayment of the loans granted to the Developers/Debtors-consumers may be vested with an enforceable formula, in this case having the power of an enforceable title on the due date of the claim and offering the right to extrajudicial enforcement, without making a request to the court.

Communications, questions and complaints

Any questions, complaints or complaints from the User regarding the Services can be addressed to us using the support@fagura.com email address or at the contact details indicated on our Platform in the complaint handling section and will be resolved in accordance with the Complaints Handling Policy.

Privacy

The User undertakes not to use the information to which he/she has access through the Platform for any purpose other than that provided for herein.

Applicable law. Jurisdiction

These Terms and Conditions shall be governed by the laws of the Republic of Moldova. Any disputes or misunderstandings that may arise in connection with the Terms and Conditions or their execution will be settled amicably. In the absence of an amicable solution, any dispute will be submitted for examination by the courts of law of the Republic of Moldova.

Final provisions

Transfer of the Platform’s operations

Users acknowledge and consent that, starting with the date of entry into force of these Terms and Conditions, all the operations of the Platform are taken over and managed by S.R.L. “FAGURA CAPITAL”, a limited liability company, organized and operating in accordance with the legislation of the Republic of Moldova, with its registered office located in mun. Chisinau, str. 31 August 1989, nr. 78 [iHUB Green, et. 3, of. B], IDNO 1024600049862), as a crowdfunding service provider, authorized by Decision no. 51/2 of 05.11.2024 of the National Commission for the Financial Market.

Through this operational transfer:
S.R.L. “FAGURA CAPITAL” fully assumes all the rights, obligations and responsibilities related:

existing investments/investment contracts, previously made/concluded through/with Fagura OU and/or OCN “Fagura Marketplace” SRL;
the administration and management of ongoing investments;
the provision of crowdfunding services through the Platform;
All existing contracts and commitments towards Users-Investors remain valid and performable under the same conditions initially agreed, with the only change in the identity of the contracting party, which becomes S.R.L. “FAGURA CAPITAL”.

Continuity of services. The transfer of operations does not affect:

the acquired rights of the Users;
payment obligations and due dates;
the commercial and financial conditions of existing investments;
accessibility and functionality of the platform.

New contracts. All contracts, agreements and transactions initiated after the date of entry into force of these Terms and Conditions will be concluded directly between Users and S.R.L. “FAGURA CAPITAL”, through the Platform.

Acceptance of the transfer. Continued use of the Platform after the date of entry into force constitutes the express acceptance of the operational transfer and the new contractual relationship with S.R.L. “FAGURA CAPITAL”. Users who do not consent to this transfer may terminate their status as User according to the resolution procedure provided in these Terms and Conditions.

Users will be informed of this transfer by separate notification, at least 5 calendar days before the effective date.

Entry into force. These Terms and Conditions enter into force on November 3, 2025.

Language. In the event of any discrepancies or differences in interpretation between the Romanian version of this document and its English version, the Romanian version shall prevail.

Contractual discrepancies. These Terms and Conditions represent a supplementary document to the individual loan agreements entered into with the Developers/Debtor-consumers. In the event of any contradictions or inconsistencies between the provisions of these Terms and Conditions and the clauses of the loan agreements, the provisions of the loan agreements shall prevail.