Terms of Use

Terms of use of isarlend GmbH for commercial borrowers

General

isarlend GmbH, Plant 1, Agnes-Pockels-Bogen 1, 80992 Munich ("isarlend GmbH") legally represented by its managing directors Dr. Alfred Gruber and Nathan Evans, operates a platform for the brokerage of loans (hereinafter "Platform„). The platform serves to provide companies with financing needs (hereinafter "Borrower") to a bank cooperating with isarlend GmbH ("Partner bank") for the purpose of taking out a loan. The respective loan is granted on the basis of a loan agreement and allows a third party or isarlend GmbH to step into the role of creditor.

 

  1. Subject matter of the contract, scope of application and amendments to the terms of use
    1. These Terms of Use apply to commercial borrowers. Commercial borrowers are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) who wish to take out a loan in the course of their commercial or self-employed activities.
    2. These Terms of Use do not apply to the use of the platform for private borrowers. Private borrowers are natural persons within the meaning of Section 13 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) who wish to take out a consumer loan for private purposes within the meaning of Section 491 BGB.
    3. isarlend GmbH provides the use of the Platform as described in these Terms of Use (hereinafter "Terms of Use"). After registration of the Borrower, a contract of use shall be concluded between the Borrower and isarlend GmbH on the basis of these Terms of Use pursuant to section 3.3 ("Contract of Use").
    4. Otherwise, the services owed by isarlend GmbH are limited to the services as described in these terms of use. For the content and provision of services by isarlend GmbH, these terms of use are exclusively authoritative in this respect, unless expressly agreed otherwise in detail. The data protection information of isarlend GmbH provides information on the processing of personal data. The Borrower may download the current version of the Terms of Use and the Privacy Policy on the platform at https://www.fulfin.com/de/privacy-policy/ view, download, save and/or print. The User Agreement does not apply to the relationship between the Borrower and the Partner Bank. If a loan is brokered, the Borrower shall owe isarlend GmbH a corresponding brokerage and provision fee in accordance with section 9.
    5. Unless otherwise stated in these Terms of Use, the following are expressly not owed on the basis of these Terms of Use
      1. the mediation of loan agreements;
      2. the conclusion of loan agreements;
      3. the conclusion of debt purchase and assignment agreements;
      4. the examination and verification of the solvency of borrowers
      5. the review and verification of information and documentation submitted by borrowers;
      6. Consultancy services and information relating to the transactions carried out on the platform.
    6.  By using the Platform, the respective Borrower acknowledges the validity of these User Agreements. The general terms and conditions of the Borrower shall not apply to transactions conducted via the Platform.
    7. These Terms of Use may be amended unilaterally with effect for the future. isarlend GmbH will notify the Borrower of such changes in writing. The changes will become effective if the Borrower has not objected in writing within a period of 2 weeks, calculated from receipt of the notification of the change. isarlend GmbH will separately point out the legal consequences of a failure to object. Irrespective of this, the Borrower shall be entitled to an extraordinary right of termination with regard to the contract on the use of the Platform in the event of notification of the amendment to the Terms of Use. 
  2. Basics and functionality of the platform
    1. isarlend GmbH provides the platform through which loan agreements are brokered between borrowers and the respective partner bank. At the time of mediation, isarlend GmbH is neither a party to the contractual relationships between the borrower and the partner bank, nor does it assume any liability at this time for the rights and obligations arising from these contractual relationships. However, isarlend GmbH can take over certain administrative tasks in loan management outside of the user contract as a vicarious agent on the basis of a separate agreement. Further details on liability can be found in section 7.
    2. isarlend GmbH does not make any recommendations with regard to a loan application or provide any other advisory services, in particular no investment advice. isarlend GmbH does not grant any loans itself and does not act as a partner bank. Borrowers act on the platform in their own name and at their own risk. Reference is made to the provisions of section 6 (risk information). 
  3. Use of the platform
    1. Borrowers may use the Platform and submit loan applications in accordance with the following provisions.
    2. Personal requirements
      The use of the Platform on the basis of these Terms of Use shall be open to Borrowers within the meaning of Section 1.1 who have their administrative headquarters in Germany or in other EU countries.
    3. Registration, data protection
      1. Each borrower must register once on the platform. After entering the personal or company-related data to be transmitted to isarlend GmbH, a personal user account is generated for the borrower. The processing of personal data of the borrower is carried out in accordance with the applicable data protection regulations. Information on the processing of personal data can be found in our data protection declaration. This can be accessed at any time at https://www.fulfin.com/de/privacy-policy.
      2. The Borrower is obliged to provide truthful and complete information when registering and to keep this information up to date at all times by adjusting it in the protected area on the platform. In particular, the business address and account details must be updated immediately in the event of changes.
      3. Registration is confirmed to the Borrower by isarlend GmbH subject to the provision of all information required in the registration process and concluded by the Borrower's reconfirmation (e-mail, link confirmation). Only with the reconfirmation by the borrower does the user contract come into effect on the basis of these terms of use and the data protection declaration. With the generated user data, the borrower can log on to the platform and access the protected area. There is no entitlement to registration. In addition, isarlend GmbH reserves the right to exclude individual Borrowers from the platform at its own discretion or to make the use of the platform dependent on the fulfilment of special conditions.
      4. The Borrower is obliged to use the platform only as intended and only within the scope of legally permissible purposes. The Borrowers concerned are obliged to indemnify isarlend GmbH against all possible claims of third parties (including other Borrowers) resulting from or in connection with the culpable violation of these conditions of use by them. This applies in particular in the event that Borrowers culpably post, publish or otherwise use on the Platform content of an anti-competitive nature and/or such content to which they do not have the rights required for use and/or publication.
    4. Identification
      1. Loan applications can only be submitted via the platform by registered borrowers who have been identified in accordance with the Money Laundering Act.
      2. Identification is carried out by means of a procedure specified by isarlend GmbH. In the case of legal entities, isarlend GmbH may demand suitable proof of identification from the members of the respective management body or other authorised representatives and beneficial owners.
    5. Availability of the platform
      isarlend GmbH is obliged to keep the platform available for use during the availability periods specified by isarlend GmbH. However, isarlend GmbH is not obliged to keep the platform available at all times. In particular, isarlend GmbH is entitled to discontinue the operation of the platform in whole or in part or otherwise restrict it if the platform requires maintenance, the security of the platform (in particular data security) requires this, isarlend GmbH is exposed to events which isarlend GmbH itself cannot influence (e.g. defects, limited availability or failure of telecommunications networks, data transmission by third parties, energy supply as well as natural disasters, shutdown orders by supervisory authorities not caused by isarlend GmbH and similar events) or measures are necessary to ensure the security of the servers of isarlend GmbH (for example in the event of attacks from the Internet) or technical measures are indicated in order to maintain or improve the standard of the platform.
    6. Data transmission
      Data entered on the platform is transmitted in encrypted form. Despite encrypted data transmission, isarlend GmbH has no influence on the transmission of data on the Internet itself. isarlend GmbH points out that isarlend GmbH secures its systems against unauthorised access by third parties to data stored by isarlend GmbH exclusively with the security systems currently available at isarlend GmbH and that absolute protection against attacks by third parties is not possible according to the current state of technology and is not owed by isarlend GmbH.

       

  4. Loan applications and loan brokerage
    1. Loan application
      1. The Borrower may submit loan applications via the Platform in accordance with the options offered on the Platform. After selecting the respective options, the Borrower will be shown the following draft contracts before submitting a loan application:
        1. A qualified subordinated loan agreement based on his information according to the model of isarlend GmbH;
        2. A loan agreement based on his information according to the respective model of the partner bank;
        3. one or more collateral contracts.
      2. By applying for a loan, the borrower submits an offer to the partner bank or to isarlend GmbH to conclude the aforementioned agreements.
      3. The conclusion of the aforementioned contracts is governed by the provisions of Section 4.7 of these Terms of Use, unless otherwise stipulated in the respective contract. The Borrower shall remain bound by its declarations until 14 calendar days after submitting the loan application.
    2. Loan brokerage contract
      1. When submitting a loan application in accordance with section 4.1, the Borrower simultaneously makes isarlend GmbH an offer to broker the loan applied for in return for payment. isarlend GmbH accepts the respective offer by forwarding the loan application to the partner bank in accordance with section 4.4.
      2. The respective loan brokerage agreement can be terminated by the Borrower and isarlend GmbH with a notice period of 14 calendar days, insofar as the loan application has not yet been forwarded to the partner bank. The termination must be in text form. The right to terminate for good cause remains unaffected.
      3. The respective loan brokerage agreement shall end without the need for termination if a loan agreement is concluded between the Borrower and the partner bank and the brokerage fee has been paid to isarlend GmbH in accordance with Item 9.
    3. Credit information; Rating
      1. Before forwarding a loan application to the partner bank, isarlend GmbH checks the loan application formally and prepares an internal loan rating for each loan for the purposes specified in section 4.3.2.
      2. The loan rating is carried out to determine the creditworthiness of the borrower. Since isarlend GmbH will take over loans issued to the Borrower instead of the Partner Bank in accordance with Clause 5 and will ultimately become a creditor of the Borrower, it requires the information of the Borrower's loan rating to decide whether it will forward loan applications to the Partner Bank.
      3. The loan rating procedure is a trade secret of isarlend GmbH; there is no entitlement to the provision of information.
      4. In addition, isarlend GmbH will obtain external credit information on the Borrower for each Borrower from service providers selected at its own discretion for the purposes stated in section 4.3.2 before forwarding the loan application and, if applicable, thereafter in the event of repeated use of the platform by the Borrower at times to be determined by isarlend GmbH. Furthermore, isarlend GmbH may request a Schufa report (http://www.schufa.de).
      5. The privacy policy provides information on the use of user data for obtaining the above information. The rating is created by isarlend GmbH.
    4. Forwarding the loan application to the partner bank
      1. Based on the information obtained and made available to it about the Borrower, isarlend GmbH shall make a decision on forwarding the loan application to the partner bank. There is no entitlement to forwarding of a loan application. isarlend GmbH may terminate or pause the processing of the loan application at any time (for example, if there are justified doubts about the correctness of the information or if the borrower terminates his user agreement or revokes the consent to the inclusion of the data protection declaration concerning him or to the collection of required data and information from third parties). Until the loan application is forwarded, the Borrower may correct the information provided by him or clear up any doubts on the part of isarlend GmbH.
    5. Mediation of the loan agreement
      Only in the event of the partner bank's consent can a loan agreement be brokered for the borrower in return for payment. For its part, the partner bank checks the loan application in advance. In doing so, it relies on the information provided by isarlend GmbH (information on the use of the loan, credit information, etc.). The partner bank always makes its own independent loan decision when granting the loan and is not obliged to grant the loan.
    6. Effect of the conclusion of the loan agreement
      Upon conclusion of a loan agreement between the Borrower and the Partner Bank and the existence of all disbursement conditions of the loan agreement, the Partner Bank shall disburse the loan amount to the Borrower in one sum. Furthermore, the Partner Bank may assign the claims resulting therefrom to a third party or isarlend GmbH; in doing so, it also assigns its other rights with regard to the loan agreement (e.g. structuring rights, securities) to the third party or isarlend GmbH within the scope of a debt-discharging assumption of contract (see section 5).
    7. Electronic declarations of intent
      The declarations and consents of the Borrower required for the conclusion of contracts are made electronically on the platform. This means that the respective conclusion of the contract takes place without signature and only by electronic confirmation / electronic signature on the platform. To this extent, the Borrower agrees to receive electronic communication from isarlend GmbH and agrees that all consents and other communication to be submitted by the Borrower do not require written form in this respect, unless mandatory applicable statutory provisions require a different form of communication. If declarations of intent are made on behalf of the Borrower via electronic confirmation or e-mail using the Borrower's access data, these shall be attributed to the Borrower as the owner and addressee of the access data in accordance with the general statutory regulations on representation. isarlend GmbH will forward electronically submitted declarations as messenger of declaration to the respective lending institution.

       

  5. Contract takeover
    1. Debt-discharging assumption of contract and purchase of the loan receivables by a third party or isarlend GmbH instead of the partner bank
      isarlend GmbH takes over the respective loan agreement concluded between the borrower and the partner bank, including all claims to interest and repayment as well as all collateral and other rights, instead of the partner bank and buys the loan claims from the respective loan agreement from the partner bank.
    2. Enforcement and administration of loan claims, securities and other rights
      isarlend GmbH asserts and administers the loan claims, securities and other rights acquired by it. isarlend GmbH may also use third parties as vicarious agents for the assertion and administration of the loan claims, securities and other rights. 
  6. Risk information
    Each borrower is responsible for independently and carefully weighing the opportunities and risks of a loan project. isarlend GmbH does not make any recommendation with regard to loan applications from borrowers, nor does isarlend GmbH provide any consulting services. In particular, a loan rating does not replace an independent weighing of the opportunities and risks of a loan application.

     

  7. Liability
    1. Liability of isarlend GmbH with respect to loan agreements prior to assumption of the agreement by isarlend GmbH
      1. isarlend GmbH is not liable for the conclusion and effectiveness of contracts between borrowers and the partner bank or for their proper execution. The provisions of section 6 (risk information) remain unaffected.
      2. In particular, isarlend GmbH excludes any warranty and liability that may result from contracts initiated or concluded on the basis of the platform not being enforceable or otherwise leading to legal or economic disadvantages for one or both contracting parties. The latter refers in particular, but not exclusively, to payment defaults arising from claims against the Borrower.
      3. isarlend GmbH is liable for damages - regardless of the legal grounds - only in the event of intent and gross negligence. In the event of simple negligence, isarlend GmbH shall only be liable in each case (i) for damages arising from injury to life, limb or health, and (ii) for damages arising from the breach of a material contractual obligation (obligation, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the Borrower regularly relies and may rely); in this case, however, isarlend GmbH's liability shall be limited to compensation for the foreseeable, typically occurring damage.
      4. Liability for force majeure is excluded.
    2. Liability of isarlend GmbH with respect to loan agreements after assumption of contract by isarlend GmbH
      1. The liability of isarlend GmbH is based on the respective contract assumed by isarlend GmbH.
      2. Unless otherwise stipulated in the respective contract, isarlend GmbH shall only be liable for damages - regardless of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, isarlend GmbH shall only be liable in each case (i) for damages arising from injury to life, limb or health, and (ii) for damages arising from the breach of a material contractual obligation (obligation, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the Borrower regularly relies and may rely); in this case, however, isarlend GmbH's liability shall be limited to compensation for the foreseeable, typically occurring damage.
      3. Unless otherwise stipulated in the respective contract, liability for force majeure is excluded. 
  8. Term, termination
    1. The contract of use between the Borrower and isarlend GmbH established by the conclusion of the registration runs for an indefinite period and can be terminated by either party with a notice period of two weeks to the end of the month. The right to extraordinary termination remains unaffected.
    2. In the event of termination, the rights and obligations established up to the end of the usage relationship shall remain unaffected. Termination of the usage relationship shall have no effect on the validity of the other agreements (in particular the loan brokerage agreement, the loan agreement and the receivables purchase agreement).
    3. Notice of termination must be given in writing or by e-mail. 
  9. Remuneration
    1. Registration on the platform is free of charge, unless otherwise stated in the following provisions.
    2. For the brokerage, provision and processing of each loan agreement, isarlend GmbH receives a brokerage fee from the borrower depending on the loan amount plus the statutory value added tax, which is owed by the borrower directly to isarlend GmbHThe amount of the brokerage fee is shown in the loan agreement
    3. The claim to payment of the brokerage fee arises in each case with the disbursement of the brokered loan agreement and is due immediately after disbursement of the loan amount to the borrower. 
  10. Final provisions
    1. These terms of use and the legal relationship between the Borrowers and isarlend GmbH shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the provisions of private international law, insofar as these would lead to the applicability of a substantive law other than German law.
    2. As far as legally permissible, the place of jurisdiction for all legal disputes arising from or in connection with the user agreement and these terms of use (including the validity of the user agreement) is Munich.
    3. Unless otherwise agreed, all declarations transmitted within the scope of the contract of use concluded with isarlend GmbH must be made in text form within the meaning of § 126b BGB (German Civil Code).
    4. Should provisions of the contract of use or a future contractual provision not be legally effective in whole or in part or lose their legal effectiveness at a later date, this shall not affect the validity of the remaining provisions of the contract of use. The same shall apply if a loophole should become apparent in the contract of use. In place of the invalid provision or to fill the gap, an appropriate provision shall apply which, as far as legally possible, economically comes closest to what the parties intended or would have intended according to the sense and purpose of the usage agreement on the basis of these terms of use, if they had considered the point