General Terms & Conditions

Introduction and parties

The Novus Capital platform is operated by the Company ("the Company", "we", "us", "our"), established in the Republic of Bulgaria. In respect of its crowdfunding services the Company operates under Regulation (EU) 2020/1503 on European crowdfunding service providers (the "ECSPR") and is supervised by the Bulgarian Financial Supervision Commission (the "FSC").

These Terms form a binding agreement between you and the Company. By registering for an account, or by otherwise accessing or using the platform, you accept these Terms in full. If you do not agree with them, you must not use the platform.

Definitions

In these Terms, the following capitalised words have the meanings set out below:

Investor

A natural or legal person who registers on the platform in order to invest in Loans listed on it.

Borrower

A business that has been approved by the Company and whose Loan is funded through the platform.

Loan

A business loan listed on the platform, in which Investors may acquire a participation.

Primary Market

The part of the platform on which newly listed Loans are offered for investment.

Secondary Market

The part of the platform on which Investors may offer their existing investments for sale to, or buy them from, other Investors.

Provision Fund

A discretionary buffer that the Company may, but is not obliged to, use to compensate Investors for certain losses, on the terms set out in these Terms.

Autoinvest

An optional tool that automatically allocates your available funds to Loans that match criteria you have set.

Investor Account

The account through which you hold funds and manage your investments on the platform.

Eligibility and registration

To register you must be at least 18 years old, have full legal capacity, and be able to enter into a binding contract. You must complete our identity-verification (KYC) process before you can invest.

You may hold only one Investor Account. You must provide accurate and complete information when you register and keep it up to date. You are responsible for keeping your login credentials confidential and for all activity carried out through your account.

We may refuse a registration, or suspend or close an account, where we are required to do so by law or where you are in breach of these Terms.

Role of the platform

The Company operates a marketplace that connects Investors with vetted business Loans. We are not a bank, we do not take deposits, and we do not provide investment, legal, or tax advice. Nothing on the platform constitutes a personal recommendation to invest in any particular Loan.

You make your own investment decisions and are solely responsible for them. Information we publish about a Loan or a Borrower is provided to help you make your decision but is not a guarantee of any outcome.

Primary Market

On the Primary Market you may invest in Loans that have been listed by the Company. When you invest, you acquire a participation in the relevant Loan — typically a claim to a share of the repayments made by the Borrower — on the terms described for that Loan.

An investment is confirmed once your funds have been allocated to the Loan. From that point your funds are committed and returns, if any, depend on the Borrower's performance.

Secondary Market

The Secondary Market allows you to offer your existing investments for sale to other Investors, and to buy investments they offer, subject to availability. It provides no guarantee that a buyer or seller will be found, or of the price at which a transaction will take place.

A resale may be subject to a holding period and to a transaction fee, as stated for the relevant investment and in our fee schedule. We may suspend the Secondary Market where necessary, for example for operational or regulatory reasons.

Autoinvest

Autoinvest is an optional tool that allocates your available funds to Loans matching the criteria you set, without a separate manual confirmation for each investment. You remain responsible for the criteria you choose and for the investments made under them.

You can change or switch off Autoinvest at any time. Changes take effect for future allocations and do not reverse investments already made.

Investor Account and funds

Funds you deposit are held in your Investor Account until you invest them or withdraw them. Your funds are held separately from the Company's own funds. We do not pay interest on uninvested balances.

You may withdraw available (uninvested) funds at any time, subject to identity and anti-money-laundering checks. Funds that are committed to a Loan cannot be withdrawn until they are released through repayment or a Secondary Market sale.

Fees

Our fees are set out in the fee schedule published on the platform. Fees applicable to a particular investment are shown before you commit to it, and we will give you reasonable notice of any change to the fees.

Risks

Investing through the platform puts your capital at risk. Loans are not covered by a deposit guarantee scheme established in accordance with Directive 2014/49/EU of the European Parliament and of the Council on deposit guarantee schemes, nor by an investor compensation scheme established in accordance with Directive 97/9/EC of the European Parliament and of the Council on investor-compensation schemes. The main risks include:

• Credit risk — a Borrower may pay late or default, and you may lose some or all of the amount invested.
• Liquidity risk — you may not be able to sell an investment on the Secondary Market when you wish, or at all.
• Platform risk — the Company could cease to operate, which may affect how your investments are managed.

You should invest only money you can afford to lose and should consider spreading your investments across several Loans. Key information about a specific Loan is provided in the relevant key investment information sheet, and our full risk disclosure is published on the website.

Default and recovery

This section explains what happens when a Borrower fails to pay on time. Recovery is carried out by, or on behalf of, the Company, and its outcome cannot be guaranteed.

Stages of arrears

A Loan moves through stages depending on how overdue it is — from current, to late (a payment is past due), to default (a payment remains unpaid beyond the period defined for that Loan). The specific thresholds are stated in the information for each Loan.

Recovery process

Once a Loan is in default, we — or a partner acting on our behalf — take steps to recover the amounts owed. This may include contacting the Borrower, agreeing a repayment plan, enforcing any security, and, where appropriate, pursuing the claim through legal proceedings.

Collateral

Where a Loan is secured, we may enforce the security and realise the collateral. The amount recovered depends on the value of the collateral relative to the outstanding amount and on the costs of enforcement.

Provision Fund

Some Loans may benefit from the Provision Fund. The warning the regulation prescribes reads:

“The contingency fund we offer does not give you a right to a payment so it may happen that you do not receive a pay-out even if you suffer loss. The contingency fund operator has absolute discretion as to the amount that may be paid, including making no payment at all. Therefore, investors should not rely on possible pay-outs from the contingency fund when considering whether or how much to invest.”

Any payment is in addition subject to the funds available in the Provision Fund at the time.

Distribution of recoveries

Amounts recovered are applied in a defined order (a "waterfall"): first to the costs of recovery, then to the interest and principal owed to Investors, in the proportions in which they participated in the Loan. Where recoveries are insufficient, Investors bear the shortfall in proportion to their participation.

Communication

We will keep you informed about the status of a defaulted Loan through your account. Recovery can take a long time and may not result in full repayment.

Rewards and loyalty

We may from time to time offer bonuses, rewards, or loyalty benefits. These are governed by their own rules, are offered at our discretion, and may be changed or withdrawn. We may reclaim benefits obtained through abuse or in breach of their rules or these Terms.

Your representations

By using the platform you represent that the information you provide is true and complete, that you are acting on your own behalf and not for an undisclosed third party, that the funds you use are your own and come from a lawful source, and that your use of the platform complies with the laws that apply to you.

Prohibited use

You must not use the platform for any unlawful purpose, including money laundering, terrorist financing, fraud, or the evasion of sanctions. In particular, you must not:

• provide false, misleading, or incomplete information;
• hold, or attempt to hold, more than one account, or use another person's account;
• attempt to gain unauthorised access to the platform or interfere with its operation;
• use the platform in any way that breaches these Terms or any applicable law.

Intellectual property

The platform and its content — including software, text, graphics, and trademarks — belong to the Company or its licensors and are protected by law. We grant you a limited, non-exclusive, non-transferable right to use the platform for its intended purpose. You may not copy, modify, distribute, or create derivative works from it without our permission.

Liability and disclaimers

The platform is provided on an "as is" and "as available" basis. To the extent permitted by law, we exclude implied warranties and are not liable for the performance of any Loan or Borrower, for losses resulting from your investment decisions, or for events beyond our reasonable control.

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law, including liability for our fraud or for death or personal injury caused by our negligence.

Term and termination

These Terms apply for as long as you have an account. You may close your account once you have no active investments and no outstanding obligations to us. We may suspend or close your account where you breach these Terms, where we are required to do so by law, or on reasonable notice.

Closing your account does not affect investments already made, or rights and obligations that arose before closure; these continue until they are settled.

Changes to these Terms

We may update these Terms from time to time, for example to reflect changes in our services or in the law. We will make the updated version available on the platform and, where changes are significant, take reasonable steps to notify you. Your continued use of the platform after a change takes effect means you accept the updated Terms.

Governing law and disputes

These Terms and your use of the platform are governed by the laws of the Republic of Bulgaria and applicable European Union law. The competent Bulgarian courts have jurisdiction over any dispute, subject to any mandatory consumer-protection rules that give you the right to bring proceedings in your country of residence.

If you have a complaint, please contact us first so that we can try to resolve it. You may also be entitled to use an out-of-court dispute-resolution mechanism.

Contact and effective date

These Terms take effect on the date shown at the top of this page. If you have any questions about them, you can contact us using the contact details published on the platform.