Internal Client Policy
Maclear AG

VERSION EFFECTIVE AS FROM 9TH OF JANUARY 2023

1. Introduction

As Maclear operates as an online p2p crowdlending platform aiming to bring investors and borrowers together by providing loans to borrowers with loan amounts financed by the direct assignment of loan claims to investors who provide the money, it is crucial that all activities related to that – especially the onboarding and verification of users, the control and acceptance of projects, the investing activities and the controls of the accounts – are at any time compliant to all regulatory rules (especially AML regulations, Banking regulations and Privacy regulations).

The purpose of this policy is to guarantee compliance and to mitigate risks as well as to frame the internal procedures related to that.

It is therefore of utmost importance that this internal guideline is strictly adhered to. In particular, the following provisions regarding the amounts of the investor’s funds and regarding the duration of the custody of the funds in the accounts must always strictly be complied with.

The policy applies to all directors and employees as well as all decision-makers of Maclear AG. It also applies to any external persons called in by Maclear who undertake actions that have an impact on the operational activities of Maclear.

This policy is to be reviewed regularly, at least within one year after the first entry in force and at least within two years after every review.

2. Internal Directives and General Terms & Conditions

This policy supplements Maclear’s internal AML- and compliance directives. While the Compliance Concept sets out general principles and the framework, this Internal Client Policy contains concrete obligations with regard to the activities of Maclear, which are to be implemented at the operational level.

Towards third parties, the principles of this Internal Client Policy are reflected in the General Terms & Conditions and in the agreements concluded with the users of the platform, i.e. the investors and the borrowers.

Adjustments to this policy must be examined with regard to the necessity of adjustments to the General Terms & Conditions, the model contracts for the agreements and any other internal directives.

3. Platform Operative Contracts

3.1 Between Maclear and Borrower:

Borrowers that are seeking to obtain funds over the platform will have to conclude a Loan Agreement with Maclear. The loan amount that has been issued to the borrower shall be repaid to Maclear by the borrower plus the interest set in advance and transferred to the investors by Maclear in proportion to their investments.

If the requirements are given on a project, an Investment Project Acceptance and Confirmation Agreement (Project Agreement) will be concluded between the borrower and Maclear in which the key data of the project is regulated.

3.2 Between Maclear and Investor:

Claims against borrowers arising from the Loan Agreement are transferred by Maclear to the Investors in accordance with the Claim Purchase & Assignment Agreement. The Claim Purchase & Assignment Agreement is an agreement between Maclear and the investors regarding the purchase and transfer of the claims of Maclear against borrowers, as well as management by Maclear of such claims.

Further, a Payment Processing and Deposit Agreement concluded between Maclear and the investors settles the rules relating to investor accounts. The Debt Collection Procedure Agreement concluded between Maclear and the investors settles the management of the claims in case of payment failure by the borrower.

There is no direct contract between the borrower and the investor. Users are anonymous on the platform. Users do not receive any information about the identity of other users via the platform.

4. Registration

Maclear must control whether a new user is older than 18 and has residence or, in case of a legal entity, legal seat in Switzerland. If the user is resident / has its legal seat outside of Switzerland, it must be checked whether the reverse solicitation declaration was made by approval of the General Terms & Conditions and assessed whether a separate additional declaration must be obtained from the new user.

In case of legal entities, the user must designate an authorized representative which may act on behalf of the user on the platform.

If a registration is not complete, it must be checked whether the registration is to be deleted. This may happen not before 30 days since the last entry of the user.

It must be checked whether a user is re-registering after having been excluded. If this is the case a registration is excluded without the written consent of Maclear. A written consent can be given when there are no longer any elements that speak against registration, and it is guaranteed that the elements that had led to exclusion have been sustainably eliminated and that there are no residual risks.

The referral program runs only within the Swiss boarders. No new user outside of Switzerland can register within the referral program. Controls must guarantee that no user domiciled outside Switzerland registers the platform using a referral code.

5. Contact/Communication

Important user contacts to Maclear are made via the email address info@maclear.ch. It must be guaranteed at all times that the message will be read within one working day and responded to as quickly as circumstances require.

A user must never be asked for the password by telephone or e-mail. A password must never be given to a third party.

6. Termination & Suspension of User Account

Users can request the closure of their user account via the email info@maclear.ch at any time. In this case, it must be checked without delay whether the user is not involved in any project as an investor or borrower, if all open loans are fully repaid and if no new loan inquiry is active. If so, the user account shall be locked.

The user account must be suspended instantly if there is break of contractual obligations, or regulations such as:

1. indications that the user provides or provided inaccurate information or documentation;

2. the user’s activity is suspicious in any way, in particular as regards money laundering or terrorist financing.

In such cases, it must be determined on a case-by-case basis whether any ongoing claim assignment agreements or project agreements will be continued or also terminated. The closure becomes effective with the written confirmation issued to the user by Maclear.

In case of termination, the user’s personal data must be deleted after the retention period required by law of at least ten (10) years. Meanwhile, information will be kept confidential and provided to local AML/TF authorities only if an official information request is submitted to Maclear.

7. Verification and Onboarding – Risk Mitigation and Measures

7.1 All Users

7.1.1 Generalities

Measures, controls and checks must be implemented to guarantee that all risks, be they regulatory, reputational or legal, are effectively contained at all times. Persons under the age of 18; US persons; persons who lend on a professional basis; new users using the referral program; persons who carry other regulatory, MLA, legal or reputational risks are not accepted on the platform. User outside of Switzerland are only accepted on a reverse solicitation basis.

7.1.2 Illegal Activities by Users

The appropriate measures and controls must be in place to ensure that users do not use the platform for illegal activities, such as for example:

1. using, or encouraging, promoting, facilitating, instructing, or inducing others to use the platform for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others;

2. submitting information that is untrue, inaccurate, incomplete, misleading, or not current; or failing to maintain the accuracy of such information;

3. circumventing, disabling, or otherwise interfering with security-related features of the platform;

4. engaging in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools, including artificial intelligence and machine learning applications;

5. reselling, renting, decompiling, reverse engineering or creating derivative works from the platform except as expressly authorized;

6. uploading or transmitting (or attempting to upload or to transmit) viruses, Trojan horses, or other malicious material, and spamming, that interferes with any party’s uninterrupted use of the platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance.

If there are indications of any illegal activities and misuse of the platform, the appropriate measures shall be initiated immediately. The measures to be taken shall be decided on a case-by-case basis. In any case, the measures must be suitable to ensure that the platform is no longer used for illegal purposes, that the user can no longer carry out such activities and that all appropriate steps are taken against the user. During a review of indications of illegal activities, the user account concerned shall be closely monitored or blocked, depending on the severity of the alleged misconduct.

7.1.3 Cross Border

If the user is a natural person and is resident outside of Switzerland, or if the user is a legal person and has its legal seat outside of Switzerland, the user must declare the contact to Maclear was initiated by the user and that they have not be marketed by Maclear. This declaration must be available when the registration is checked. There are no exceptions. If the declaration is not available, the natural or legal person cannot become a user, neither as an investor nor as a borrower. The declaration is made by the natural or legal person by accepting the General Terms & Conditions. An additional declaration may be requested.

Given the current laws and regulations applied to US citizens in Switzerland, US citizens cannot use the platform. Controls must guarantee that no US citizens register the platform.

Similarly, the referral program runs only within the Swiss boarders. No new user outside of Switzerland can register within the referral program. Controls must guarantee that no user domiciled outside Switzerland registers the platform using a referral code.

7.1.4 Other Registration Restrictions

It must be checked whether the natural and legal persons that wish to register, to invest or to submit a project provide loans, credits or similar within the scope of their business or profession (especially professional credit institutions). If so, no registry is possible respectively the account is to terminate since such persons and entities are excluded from using the platform’s services.

7.1.5 AML Due Diligence by Third Party

For the AML identification measures of investors, Maclear involves SumSub (www.sumsub.com) as a third party. This includes the identification of the customer and the representatives of legal entities, to establish the identity of the beneficial owner, to repeat the identification or the establishment of the identity of the beneficial owner and to implement the special duty of clarification. It must be ensured that the activities of SumSub are monitored with regard to the fulfilment of all delegated duties according to §38 and § 39 of the SRO PolyReg AML-Regulations. This must be stated accordingly in the Maclear’s AML Policy.

Maclear remains responsible for the fulfilment of the delegated tasks. It must be ensured that all appropriate measures are taken to ensure that the documents maintained in his files correspond to the original documents which have served to fulfil the due diligence. Therefore, SumSub must provide confirmation about the fact that the documents correspond to the one which have served to fulfil the due diligence and use encrypted transmission while transmitting the AMLA due diligence documents to Maclear.

It must be ensured that there is no further delegation.

7.1.6 Registration Procedure Controlling – AML Identification

On a risk-based-approach basis, it must be regularly checked whether the delegated onboarding of new users was correctly executed in terms of compliance with the AML regulations and if all necessary documents have been handed in and properly stored (see below 6.3.2 and 6.4.2).

If not, correspondent measures must be taken, 1) in order to restore the correct legal identification for the concerned user, and 2) to ensure that upcoming identifications do not go through the same errors again.

The ongoing monitoring of users and their activities is governed by the corresponding separate AML Policy.

7.1.7 AML Risks

In the event of relevant facts in connection with money laundering or terrorist financing, all measures must be taken immediately in accordance with the corresponding separate AML Policy.

This may include re-identification, determination of the beneficial owner or the controlling person, requesting additional information and documents, carrying out other in-depth investigations, reporting to MROS. All measures must be documented. Any additional information received must also be checked for plausibility. The plausibility check must also be documented. This is governed by the corresponding separate AML Policy.

7.2 Investors

7.2.1 Restrictions

Restrictions on registration (see above 4.) shall be integrated into the processes and monitored as far as possible.

7.2.2 AML Due Diligence / Verification

The AML verification process for the investors is delegated to SumSub (www.sumsub.com), a global verification services provider. All identification and other due diligence measures undertaken by SumSub need not be controlled by Maclear. All due diligence measures not undertaken by SumSub shall be undertaken by Maclear. Further, Maclear shall take and implement the appropriate measures to maintain control over the actions taken by SumSub as well as to ensure that the client documents match those of the verification performed by SumSub. For this purpose, SumSub must confirm about the fact that the documents correspond to the one which have served to fulfil the KYC/due diligence. Encrypted transmission is to be used while transmitting the AMLA due diligence documents from SumSub to Maclear.

The identification and other AML due diligence requirements are governed by the AMLA, the PolyReg regulations and FINMA Circular 2016/7. The internal AML aspects to be observed in relation to AML requirements are governed by the relevant AML Policy of Maclear.

If the required identification document does not have an MRZ, the investor can contact Maclear via email info@maclear.ch. In such cases, feedback must be given to the user within one working day on a case-by-case basis. In principle, identification remains possible, but additional steps must be taken on a case-by-case basis to enable equivalent identification.

Only when the verification process has been fully completed, i.e. in particular when all the necessary identification procedures have been carried out and the relevant documents have been submitted and checked, can the investor's access to the platform be activated ('verified' status). During the verification phase, the status is 'verification pending'.

If the verification status does not change within 3 working days, the investor can contact Maclear via email at info@maclear.ch. In such cases, feedback must be given to the user within one working day on a case-by-case basis. In principle, the user can be generically informed that the AML requirements are delaying verification.

7.2.3 Funds

Cashflow starts from investors to separated omnibus account of Maclear and then within 60 days upon receipt to the account of borrower. Interest payments go from borrowers via Maclear separated omnibus account to investors. In this regard, the following regulatory requirements must be complied with:

1. Regarding consolidated investor’s funds on escrow accounts, only up to CHF 1 million of investor’s funds can be kept long-term, anything above CHF 1 million needs to be invested/re-invested by investors into projects listed on the platform or withdrawn by investors with no breaching of the 60-days rule. The decisive factor to establish the CHF 1 million limit is the liabilities at the respective current point in time. If funds flow out of the platforms account, the value of the liabilities decreases accordingly and vice versa.

2. Any investor’s deposits must be invested within 60 days of receipt by Maclear. The funds must have been settled within this period. Regulatory requirements prohibit an extension of the 60-day deadline. Settlement is either the transfer of funds from the investor account to the borrower (if a project has been successfully achieved), or the withdrawal of funds.

These two requirements must be strictly adhered to at all times.

As the projects run for 30 days, the investor must allocate the funds deposited in the account to a project within 30 days in order to meet the 60 days limit.

Accordingly, any deposits must be invested within 30 days of receipt by Maclear on projects of the platform or withdrawn by the investor within 60 days. Any accrued borrower payments on the investor account must be withdrawn within 60 days of receipt or re-invested by the investor within 30 days of receipt on projects of the platform.

All accounts are monitored electronically in order to guarantee that. Funds held too long trigger an automatic message. The investor shall receive a reminder 5 days before the expiry of the 30-day period and 10 days before the expiry of the 60-day period. If the funds are not invested, withdrawn or reinvested within the period limits by the investor, they must be transferred back to the investor by Maclear before the expiry of the period if the CHF 1 million limit of liabilities is reached at this respective current point in time.

Therefore, Maclear can return funds at any time to the user. It must be ensured that the payment information of the user must be up-to-date in order to enable Maclear to repay the funds at any time.

Any funds that are committed to or invested in a project cannot be withdrawn until such project is closed. Apart from these funds, the investor can request the withdrawal of investor funds through the user account at any time. Funds that are not currently invested in projects will be marked in the investor’s account as ‘Available funds’. The investor will need to submit a withdrawal request for that. The withdrawal of these funds can only happen to the same bank account the investor used to deposit the money to Maclear, i.e., the verified investor’s bank account(s).

Maclear may transfer the investor funds to the investor at any time. In case Maclear is unable to transfer funds to the bank account of the investor, and the investor does not provide updated and accurate account information within 30 calendar days of Maclear's request, Maclear may be required to dispose of the funds and the investor forfeits any claims against Maclear with regards to such funds.

7.2.4 Transfer of Funds

The following payment methods are accepted:

1. Direct bank payment (SEPA payment) from the investor's account to the EUR or CHF account (IBAN) of the platform;

2. CHF or EUR payment through one of the accepted third-party CHF or EUR PSP (payment service provider) solutions (e.g., Monetley, Caxton, Narvi or other);

The terms and conditions of the respective payment services provider apply and have to be accepted by the user prior to making the transfer.

It must be verified that for each transfer method, the user transfers only from verified accounts that are in the same name as the user account. Users must ensure that Maclear can clearly identify the source of the payment in order to credit the transferred funds to the investor funds. The bank account must be on the same name as the investor’s Maclear account. Maclear’s account number must be put in the payment details.

The acceptance of deposits may be declined in accordance with Maclear’s internal AML Policy.

Once the funds are credited to the investor account, the investor is to be notified by e-mail.

Any investor funds can only be used for the purposes of investing in projects or the withdrawal to their own account. Transfers to third parties are excluded from the investor's Maclear account.

7.2.5 Investing in Projects

If the target amount is reached prior to the end of the offer period, the project will be blocked for further investment.

Investor funds available in one currency can only be used for a project in the same currency. Investors can use any of the third-party conversion services provided on the platform.

In case of over-subscription, the investors that invested first are eligible to invest and over-invested amounts will be returned to the investors.

Investor funds will be automatically unlocked if the project has not received the target amount within the (extended) offer period. If the 60-day limit is reached the investors must immediately withdraw the funds. Otherwise, the investor can reinvest the funds. It is also possible that Maclear agree to an extension of the project. Hereby, it must be guaranteed that the 60-day limit will not be breached, if the CHF 1 million liability limit is reached.

Detailed information about loan conditions for each project must be updated and available any time in Maclear’s projects page (https://maclear.ch/projects).

7.2.6 Repayment

At the date of the respective maturity as defined in the Loan Agreement, the borrower has to pay monthly instalments (interest and amortisation) by means of payment transfer to Maclear. The amounts are credited on the investor’s account according to their investment.

If the borrower is more than 3 days late on monthly interest payments according to the payment schedule, the interest payments must initially continue to be paid out as per the terms of the reserve fund until the borrower resumes interest payments according to the repayment schedule. If the allowance from the provision fund is depleted before the borrower resumes interest payment, the debt enforcement proceedings will be initiated (see below 10.).

In a situation where the loan is repaid early by the borrower, the entire principal investment sum and all the interest that was accrued during that time shall be returned to the investor. The minimum period of time for which investors will receive interest is three months, even if the borrower repays the loan sooner.

7.2.7 Contractual Framework

By investing in a project, the investor acquires part of (or all of) the loan receivable from Maclear under the loan agreement entered into between Maclear and the borrower.

Investors may finance part or all of the loan by acquiring from Maclear the assignment of the loan claims under a loan agreement. When an investor finances a project or part thereof, it becomes bound to Maclear by an assignment agreement (Claim Purchase & Assignment Agreement).

The Claim Purchase & Assignment Agreement between Maclear and the investor regulates the purchase and transfer of the claim of Maclear against the Borrower, as well as management by Maclear of such claim. Each investment in a Borrowing Project concludes the corresponding agreement.

The following sample contracts are to be used for the agreement between Maclear and the investor:

1. Claim Purchase & Assignement Agreement

2. Payment Processing Agreement

3. Debt Collection Procedure Agreement

7.3 Borrowers

7.3.1 Restrictions

The platform is offered solely to users above the age of 18 (or the legal age in their local jurisdiction, if higher) and legal entities with full legal capacity.

The Platform is solely directed at users with residency or legal seat in Switzerland. Users outside of Switzerland must, upon registration or request, confirm that they have discovered the platform on their own and that they have initiated the contact to Maclear.

Borrowers can only apply for a loan with clear business objective. The decision whether to consider an objective as business oriented is exclusively with Maclear. Before approving the borrower’s project and adding it to the platform, Maclear must conduct a thorough evaluation of the borrower company to ensure that it can repay the loan (see below 7.3.3).

Borrowers are not allowed to operate in the interest differential business.

Projects targeting CHF 1 million or more than CHF 1 million in revenue cannot be listed on the platform without additional regulatory measures (see below 7.3.4).

7.3.2 AML Due Diligence / Verification

The AML verification process for the Borrowers is not delegated to SumSub. All identification and other due diligence measures shall be undertaken by Maclear. The identification is not done online or by video, but as part of the in-depth review of Borrowers and its Projects.

The identification and other AML due diligence requirements are governed by the AMLA and the PolyReg regulations. The internal AML aspects to be observed in relation to AML requirements are governed by the relevant AML directives of Maclear.

Only when the verification process has been fully completed, i.e. in particular when all the necessary identification procedures have been carried out and the relevant documents have been submitted and checked, can the investor's access to the Borrowing Project listed on the platform be activated ('verified' status). During the verification phase, the status is 'verification pending'.

If the verification status does not change within 3 working days, the Borrowing Project can contact Maclear via email at info@maclear.ch. In such cases, feedback must be given to the user within one working day on a case-by-case basis. In principle, the user can be generically informed that the AML requirements are delaying verification.

7.3.3 Evaluation of the Borrower and the Project

Maclear carries out a full legal due diligence and a thorough risks assessment of the borrower and the borrower's project, evaluate market trends in the segment, determine a full risk measurement of each project and evaluate the borrower's assets and capitalization, capability, and experience in carrying out such projects. The evaluation aims to ensure that the borrower can repay the loan.

Borrowers must fill a special questionnaire with a set of numerous legal and financial data about the borrower, beneficiaries, and possible guarantees.

The borrower shall provide access to, and entitles Maclear to access, any registers, third-party databases and other sources to collect further information on the borrower and the project for the entire duration of a project.

The assessment includes:

1. Thorough project’s verification, including a set of parameters and criteria by which it is carried out (for example, checking the history of a potential borrower as a legal entity, assessing its financial solvency, checking the management and beneficiaries of the borrowing company, assessing the viability, checking the project itself proposed for financing, checking and evaluating the proposed collateral and additional security).

2. Drawing up a business plan and financial model for the financed project, calculating and drawing up the payback period of the project (including EBITDA and ROI), as well as a schedule for repayment of borrowed funds (payment schedule on the basis of both a bullet loan and an annuity schedule).

3. Analysis and evaluation of the proposed collaterals, guaranties and additional securities.

4. Assessment of other possible risks based on the analysis of the market and the scope of each project.

Maclear must carefully inspect all information related to the project, including the project’s risks assessment. Borrowers must fill a special questionnaire with a set of numerous legal and financial data about the borrower, beneficiaries, and possible guarantees. Further, the borrower must provide information about the legal entity's financial position, jurisdiction and previous experience.

Only after having obtained the necessary documents, and the borrower having passed the multi-level verification, which includes but is not limited to compliance, due diligence, and risk assessment processes, a borrower’s project can be considered.

Maclear may deny a project or a borrower without giving any reasons in its sole discretion.

7.3.4 Project Restrictions

Projects targeting CHF 1 million or more than CHF 1 million in revenue cannot be listed on the platform without additional regulatory measures. Additional measures may be taken through the issuance of bonds and other unified and mass-issued debt securities or non-certificated rights with the same function (uncertificated securities).

Such debt instruments do not qualify as a deposit if additionally, at the time of the offer, the creditors receive information in one of the forms pursuant to Article 64 paragraph 3 of the Financial Services Act (FinSA; prospectus) about the name, registered office and purpose of the issuer set out in a brief description, the interest rate, the issue price, the subscription period, the payment date, the term and the terms of repayment, the latest annual financial statements and consolidated financial statements with the audit report and, if the balance sheet date is more than six months ago, the interim financial statements, if any, of the issuer and the collateral provider, the collateral furnished, the representation of the bondholders, if contained in the investment conditions.

After obtaining the necessary documents, and passing the multi-level verification, which includes but is not limited to compliance, due diligence, and risk assessment processes, the project is considered. Maclear then conducts the final stage of negotiations with the project initiators and sign all necessary and obligatory legal agreements. After that, the project appears on the platform.

Maclear may deny a project or a borrower without giving any reasons in its sole discretion.

If the project is accepted, Maclear conducts the final stage of negotiations with the project initiators and sign the agreements (Loan Agreement and Investment Project Acceptance and Confirmation Agreement). After that, the project is to be placed on the platform.

7.3.5 Contractual Framework

Provided that the borrower complies with the regulatory requirements and the project is successfully verified, Maclear concludes with each borrower an Investment Project Acceptance and Confirmation Agreement as well as a Loan Agreement.

If Maclear deems a project suitable for the platform, Maclear and the borrower shall conclude a suspensive Loan Agreement. In the Investment Project Acceptance and Confirmation Agreement the key terms of the loan based on the project submission including, as a minimum, the interest rate, the duration of the loan, the offer period, the target loan amount and the collateral is defined.

The Loan Agreement is binding on the borrower from the date of signature. For Maclear, the Loan Agreement is conditional on the full receipt of funds from investors in the entire loan amount.

The borrower may use the loan amount solely for the purposes defined in the Loan Agreement and Investment Project Acceptance and Confirmation Agreement and disclosed on the platform.

The following sample contracts are to be used for the agreement between Maclear and the Borrowing Project:

1. Loan agreement

2. Investment Project Acceptance and Confirmation Agreement

8. Project Publication

8.1 Extension of Publication Period

Maclear advises borrowing companies to list their projects on the platform for 30 days. Borrowers have the option to extend their fundraising campaign if the funds have not been raised during the initial fundraising period. For this, the borrower must request Maclear at least five days before the end of the period. Maclear will check the possibility of extension. It can only grant the extension if the regulatory requirements are met. The extension can be granted if the following regulatory requirements are complied with:

1. Regarding consolidated investor’s funds on escrow accounts, only up to CHF 1 million of investor’s funds can be kept long-term, anything above CHF 1 million needs to be invested/re-invested by investors into projects listed on the platform or withdrawn by investors with no breaching of the 60-days rule. The CHF 1 million limit is an amount that moves over time. The decisive factor is the liabilities at the respective current point in time.

2. Any investor’s deposits must be invested within 60 days of receipt by Maclear. The funds must have been settled within this period. Regulatory requirements prohibit an extension of the 60-day deadline. Settlement is either the transfer of funds from the investor account to the borrower (if a project has been successfully achieved), or the withdrawal of funds.

These two requirements must be strictly adhered to at all times.

No extension can be granted if the mentioned regulatory requirements are not fully observed.

8.2 Published Project Information

Borrowers shall immediately notify Maclear if they notice any specific errors in the information provided or published on the platform. Maclear must control that and take the necessary actions to correct the published information within the shortest possible time and decide to suspend or extent the offer period or stop the lending process on a case-by-case basis.

8.3 Target amount reached

If a target amount of a project is reached and all investor funds are available in the target amount, Maclear declares the successful completion of the crowdfunding on the platform without delay. At the same time with the declaration, the respective Loan Agreement as well as the respective Claim Purchase and Assignment Agreements become fully binding.

Without delay, Maclear must transfer the funds from the platform’s escrow account to the borrower. From this amount is deducted the success fee and the reserve fund percental amount.

8.4 Target amount not reached within 30 days

If a target amount of a project is reached within the initial project period, Maclear must check the possibility to extend the period if the borrower wishes an extension. The regulatory limits must be observed and complied with (see above 8.1).

If an extension is not possible, the user must be informed. The investors are further informed to withdraw or reinvest their funds depending on the duration and amounts in compliance with regulatory requirement (see above 7.2.3).

9. Reserve Fund

For the investor's financial security, Maclear shall conduct a comprehensive and in-depth review of all Borrowers and projects. In addition, Maclear itself is liable with the business assets for defaulting payments. As additional security, a separate Maclear reserve fund is formed and maintained to secure and cover recurrent interest payments to investors on their investments made in case of temporary defaults of payments from borrower’s projects.

Maclear will be transferring 2% from each project successfully funded on the Maclear platform to the fund. In the future, Maclear will also add all commissions earned for transactions on the secondary market to the reserve fund.

The fund is set up to bridge gaps in interest payments by borrowers or fully or partially make up for the default of borrowers. The Maclear reserve fund cannot guarantee full payment of interest or full repayment of the principal loan amount. The reserve fund is to be used to the extent funds are available to cover potential losses of investors on interest and/or principal payments. The reserve fund is not an insurance scheme and does not guarantee full payment.

The reserve fund is to be held in a segregated bank account. Maclear shall keep a separate bank account for the assets of the reserve fund. The assets in it are blocked for any other use than the one mentioned above.

10. Management of Loan

Maclear acts as a collateral agent in favour of and on behalf of investors and is responsible for the management of the claims. On the basis of the agreement on the assignment of claims, Maclear engages in the process of collecting debts if the borrower does not fulfil his repayment obligations.

The start date of the interest accrual is calculated on the date of the successful funding of the project. At the date of the respective maturity as defined in the Loan Agreement and the Investment Project Acceptance and Confirmation Agreement, the borrower has to pay monthly instalments (interest and amortisation) by means of payment transfer to Maclear.

Maclear shall act as collection agent for the recurring interest and principal payments from the borrower to investors. Maclear credits all interest and principal payments without delay after receipt from the borrower to the investor funds as per the quota of their investment amount.

Maclear shall, on behalf of the investors, act as a collateral agent and take all reasonable measures to secure timely and full payment, including enforcement measures and securing the provided guarantees, if any. Maclear shall analyse, assess and execute any and all available pledges, securities, collateral and guarantees provided by the borrower with a view of mitigating the risks for investors. The measures shall specifically be the following:

1. If the borrower is late on scheduled interest payments for more than 3 days, Maclear shall start analysing measure to remedy the situation immediately. At the same time, Maclear will continue to pay out interest payments to investors from the reserve fund.

2. If the borrower is more than 30 days late on interest payments, Maclear shall immediately initiate a soft debt collection process to resolve the problems resulting in delayed payments and/or find appropriate solutions with the borrower.

3. If the borrower defaults on payments for more than 60 days, Maclear shall initiate legal proceedings, and enforcement of collaterals, and other securities for their realization.

If Maclear is unable to collect the outstanding amount and such amount is not covered by the reserve fund or another mechanism, any collected amount will be distributed among the investors on a pro-rated basis.

11. Privacy Policy

The user’s personal information must be stored and handled in full compliance with the applicable privacy regulations including the Swiss Data Protection Act and the EU General Data Protection Regulation (EU GDPR) according to Maclear’s Privacy Policy.

The user’s personal information must be used only to comply with Maclear's legal obligations as per its Privacy Policy.

12. Service and Support

Maclear shall make available to the users a service centre that can be contacted at any stage of the process for questions related to Maclear's services by chat, email, or phone.

This policy was approved by the management on 9th of January 2023 and will be reviewed regularly thereafter.

Aleksandr Nikitin

Member of the Board

Maclear AG