es
Maclear AG, with its registered office in Wallisellen and number CHE-115.674.165 (Maclear), operates an nline p2p crowdlending platform www.maclear.ch (Platform). The Platform is an intermediary platform providing loans to Borrowers with loan amounts financed by the direct assignment of loan claims to Investors who provide the money. Maclear does not grant loans and Maclear is not a bank.
The Platform aims to bring Investors and Borrowers together. Together, the Investors and the Borrowers are the Users of the Platform.
These General Terms & Conditions explain the terms under which the Users are allowed to access and use the Platform, set out the role of Maclear and the obligation of the Users.
The General Terms & Conditions are effective on the date of the acceptance by the User. The
User’s continued use of the Platform after that will signify that the User has read, understood, and accept and agree to be bound by these General Terms & Conditions.
Maclear may update these General Terms & Conditions from time to time in its sole discretion.
Revisions will take effect when posted, unless stated otherwise.
To be able to use the Platform, the User must agree to these General Terms & Conditions either
as an Investor or as a Borrower.
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. Utilising Secondary Market function implemented in Maclear AG Platform, Maclear also administrates transfers (sale/purchase) of the Claims towards Borrowers between participating registered Investors. This function also realised through Claim Purchase & Assignment Agreement, where the Seller is one Investor and the Buyer is the other Investor.
Users are anonymous on the Platform. There is no direct contract between the Borrower and the Investor. Users do not receive any information about the identity of other Users via the platform.
If the target amount is reached within the offer period and all Investor funds are available in the target amount to Maclear for the project, Maclear will declare the project funding successful. With
this declaration, the suspensive effect of the Claim Purchase & Assignment Agreements between Maclear and the Investors and the suspensive effect of the Loan Agreement between Maclear and the Borrower is realised and both agreements become fully legally binding and valid for all parties.
Maclear transfers instantly the loan amount to the Borrower, minus the success fee as defined in for the specific project and the reserve fund allocation, and assign the claim to each of the Investors as per the investment amount. In the Investment Project Acceptance and Confirmation Agreement, Maclear and Borrower agree on the key data of a project. Two further agreements concluded between Maclear and the Investors govern the payment and management of claim process.
Maclear shall make available the respective agreements to the Investor and the Borrower, respectively, in the User account.
By registering and accepting the General Terms & Conditions, the User accepts that any contract
concluded in connection with Maclear is valid even if it is concluded in several copies. In this case, each copy shall be deemed to be the original of the agreement and all copies together shall be deemed to be one and the same agreement. Signatures to an agreement transmitted by e-mail in ".pdf"-format or by other electronic means intended to preserve the original graphic and pictorial appearance of the agreement shall have the same effect as the physical delivery of the paper document bearing the original signature. By signing on behalf of another person or company, the User declares that he/she is duly authorised to sign on behalf of that person or company.
The Platform is an intermediary platform providing loans to Borrowers with loan amounts financed
by the direct assignment of loan claims to Investors who provide the money for the Borrower’s projects. For their projects, Borrowers are seeking to obtain funds over the Platform. Therefore, Borrowers and Maclear conclude a loan agreement (Loan Agreement). 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.
Investors may finance part or all of the loan by acquiring from Maclear the assignment of the loan
claims under the Loan Agreement. When an Investor finances a project or part thereof, it becomes bound to Maclear by an assignment agreement (Claim Purchase & Assignment Agreement).
For each project, a minimum loan amount that needs to be reached is set during the fixed offer
period as published on the Platform (target loan amount). During this offer period, Investors can
commit funds to a project. A success fee is charged by Maclear on the target loan amount upon successful funding of a project.
A provision fund is set up by Maclear as a fall-back mechanism to continue interest payments on
defaulting Borrowers. A reserve fund percental amount is charged by Maclear on the target loan amount upon successful funding of a project.
Maclear does not charge any additional fees from the Investors or the Borrowers unless explicitly stated otherwise.
Maclear may charge additional fees to the Investors for the administration and processing of Claims between the Investors on the Secondary Market (sale/purchase of the claims) towards Borrowers listed on the Platform. The fees’ structure should be specified in the Claim Purchase & Assignment Agreement.
Each User must create a User account in order to access the services of the Platform. The User
account will be activated as soon as the User has registered.
Amongst others the status of onboarding verification, activated loan applications, status of the corresponding project financing, are visible on the User account. For all successfully concluded contracts between the User and Maclear, the amounts, interest rates and outstanding payments are stored.
During a running project, Users should check their User accounts and e-mails at least once a week.
Registration is required for the use of the Platform. Registration requires opening a personal User account and agreeing online to these General Terms & Conditions (“I agree” button at the end).
The User must agree to these General Terms & Conditions either as an Investor or as a Borrower.
Users can either register as Investors or Borrowers. If a User wishes to use the Platform as both an Investor and a Borrower, or if a User wishes to register as a private person and company, separate registry for additional User accounts is needed. The User account is personal and not transferable. Group registrations are not accepted.
The Platform is offered solely to Users above the age of 18 (or the legal age in their local jurisdic-
tion, if higher) and businesses with full legal capacity.
The Platform is solely directed at Users with residency or legal seat in Switzerland. Users outside of Switzerland are solely responsible to verify the tax and regulatory implications of their participation and must, upon registration or request, confirm that they have discovered the Platform on their own and that they have initiated the contact to Maclear.
Each interested User has to complete the customer onboarding form on the Platform completely and accurately, accept these General Terms & Conditions and set a password to create a User account. To activate a User account, the User has to confirm the e-mail address by clicking the link sent by Maclear.
Registrations that remain incomplete can be deleted by Maclear after 30 days.
Registration is free of charge.
The User undertakes to provide the information required for registration truthfully and completely.
In order to access the investment functionalities as an Investor or to submit a project as a Borrower, Maclear is required by law to conduct a know-your-customer (KYC) check for all new Users. The information required is at the sole discretion of Maclear. Each User must go through the verification process when registering for the User account. Users must be identified by Maclear in compliance with the legal requirements and particularly the current legislation on money laundering (Swiss Anti Money Laundering Act, AMLA). Maclear is allowed to outsource its Investor’s AML/KYC identification duties. The Borrower's identification duties are carried out by Maclear itself as part of the overall Borrower and project review process.
After verification of the User’s identity, Maclear needs to store inter alia:
• Extracts from the real-time identification process.
• Photos of the front and backside of the identity document.
• Photo of the User’s face and a photo of the Investor holding her/his passport or ID.
• Further documents provided in the context of the verification process, such as utility bill or
commercial register extracts.
The User’s personal information will 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). The User’s personal information will be used only to comply with Maclear's legal obligations as per its Privacy Policy.
Maclear reserves the right to check the information and to obtain complementary information from third parties if necessary. The KYC-process requires at least a valid identification document and, in the case of a legal entity, a document proving that the natural person is authorised to perform legal acts on behalf of the legal entity. Maclear may request a live interview as well as additional information and documents such as a utility bill. In case of the registration of a legal entity, addi-tional documentation such as commercial register extracts are required and the User shall designate an authorized representative which may act on behalf of the User on the Platform.
Once the User has submitted all the requested information, Maclear will review the application.
Users can view the verification status in the User account ('not verified'/'verification pending'/'veri-
fied'). Once the verification status is changed to 'verified', the User will be informed by e-mail and
the additional functionalities of the Platform will be available.
There is no right to be accepted as a User and registration and access to the Platform may be
denied by Maclear in its sole discretion. Maclear may request further information at any time, also
after the verification and make the continued access to the Platform subject to further requirements in order to comply with laws and regulations. Excluded Users are not allowed to re-register without prior written consent of Maclear.
The User is solely responsible to keep the password strictly confidential. If there are any grounds to suspect the password was compromised, the User must reset the password and contact Maclear immediately (info@maclear.ch). Any action taken with the credentials of the User will be deemed by Maclear to be an action taken and fully authorized by the registered User.
Maclear will never ask the User’s password via e-mail or telephone. Users shall immediately con-
tact Maclear if any suspicious calls or e-mails are received. Maclear will never give the password
to any third party.
The User account is personal and non-transferable. Only the respective User and Maclear can view the User account.
All communication by Maclear to the Users which are not required by law to be sent in written form,
the Users acknowledge and agree that any electronic means of communication such as messages in the User account, e-mails or SMS are sufficient and legally binding. For purposes of calculating deadlines, the time stamp when the message was sent is the relevant time and date for on which the message is delivered to the User.
The Users are solely responsible to ensure continued access to the means of communication provided by Maclear. The User can and, in case of the described circumstances in these General
Terms & Conditions, should contact Maclear via the email-address: info@maclear.ch.
The Users must notify Maclear by email to info@maclear.ch without delay in case of change of any information provided in the registration process, including but not limited to address, electronic contact methods and banking information.
Maclear may offer referral payments, loyalty programs or other special benefits for the referral of additional Users or for loyalty of Users. The details of such referral programs will be published on the website. Referral and loyalty programs may be discontinued or amended by Maclear at any
time.
If a User refers another User, the User must ensure that the referred User mentions the registered User as the basis for contacting Maclear, e.g., by using a referral code or similar. If the new User fails to do so, or if there is any other ambiguity regarding the status of the registered User as the referrer, it is in Maclear's sole discretion to decide whether or not the new User qualifies as a referrer for this customer.
The number of invited new User by a registered User is unlimited. However, the referral program
only runs within the borders of Switzerland. Only registered Users in Switzerland can use the pro-
gram and the referral program is exclusively for new Users in Switzerland. Maclear will refuse new
Users who are not in Switzerland and register with a referral link or code.
It is in Maclear's sole discretion whether or not to accept a referred User on the Platform.
By accepting these General Terms & Conditions, Users represent and warrant that they will not
use the Platform for any illegal activity, including, but not limited, to the following:
• 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;
• submitting information that is untrue, inaccurate, incomplete, misleading, or not current; or failing to maintain the accuracy of such information;
• circumventing, disabling, or otherwise interfering with security-related features of the Platform;
• 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;
• reselling, renting, decompiling, reverse engineering or creating derivative works from the
Platform except as expressly authorized;
• 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.
Users can request the closure of their User account by contacting the Maclear support team (info@maclear.ch) at any time if they are 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. The User account will be locked.
Maclear may suspend a User account or close a User account if it reasonably suspects that the
User has breached or will breach any of its contractual obligations towards Maclear or Investors or Borrowers, or for regulatory reasons, including, but not limited to instance where:
• Maclear has indications that the User provides inaccurate information or documentation;
• the User's activity is suspicious in any way, in particular as regards money laundering or
terrorist financing.
In case of termination by Maclear, Maclear will determine in its reasonable discretion whether any
ongoing claim assignment agreements or project agreements will be continued or also terminated.
The closure will only be effective with the written confirmation by Maclear. Any losses resulting
from the termination of the contract shall be borne by the User.
In case of termination, Maclear shall delete the User's personal data in accordance with the Privacy Policy after the retention period required by law of at least ten (10) years. Until then, information will be kept confidential and provided to local AML/TF authorities only if an official information request is submitted to Maclear.
Investors are natural or legal persons which wishes to, or has, invested into a project over the Platform.
The Platform services are offered to Swiss residents over the age of 18. The offering of the Platform services to Investors outside of Switzerland may be subject to further restrictions as per the laws of the country of residency. Maclear may decline such Investors in its sole discretion. Investors from outside of Switzerland are required to confirm that they have not been marketed to from Maclear directly but that they have initiated the contact with Maclear. By accepting this General Terms & Conditions, Investors from outside Switzerland do attest that they discovered Maclear’s services on their own and they initiated the first contact.
Given the current laws and regulations applied to US citizens in Switzerland, US citizens cannot
invest on the Platform.
Persons and companies that provide loans, credits or similar within the scope of their business or
profession (especially professional credit institutions), are excluded from using the Platform’s services.
It is in Maclear's sole discretion whether or not to accept an Investor on the Platform.
Before an Investor start investing on the Platform, the Investor needs to create an Investor account.
After registering, the Investor will receive an email confirming the registration and containing a link
to activate the User account.
Before the Investor can start investing on the Platform, every Investor needs to go through the
verification process.
For the conduct of the verification process of Investors, Maclear partnered with SumSub, a highly trusted and secure global identity verification provider. SumSub has a detailed verification guide published on its web site (https://www.sumsub.com). The identification is carried out in compliance with the Swiss regulatory AML requirements (AMLA, PolyReg-Regulations and FINMA Circular 2016/7).
In order to successfully go through the verification process, each Swiss or EU citizen Investor
needs a valid passport or valid ID card. For non-EU citizen Investors, a valid passport or valid
foreign passport is required. The document in principle requires a 'Machine Readable Zone' (MRZ).
If the document does not have an MRZ, the Investor can contact Maclear via email info@maclear.ch.
For online identification, the Investor needs to upload a fully readable copy of the passport or ID
card (front and backside as well as all the relevant pages) and of a utility bill containing the Inves-
tor’s address as well as take a photograph of his/her face on the Platform. Maclear will verify the identification document using technology, which permits the information contained in the MRZ to be read and decrypted.
Further, the Investor must wire a small amount from the Investor’s bank account to Maclear.
For online identification, Maclear utilises adequate technical equipment to ensure secure transmission of data.
The verification can either be in real-time (video) or by submitting all necessary documents online.
For video-identification, the Investor needs to be in a will-lit room for its duration. The persons face,
and, on the identification document, the full name, document number, and date of birth must be
clearly visible. The video identification process will be stopped if the picture or audio quality does
not enable unambiguous identification or if there are any doubts regarding the authenticity of the
identification document or the identity of the Investor. For the video verification process the list of supported browsers is:
• Laptop and PC - Chrome and Firefox
• Mobile - Safari on iOS, Chrome on Android
• Mac - Safari and Chrome
Registering a company account on Maclear requires additional documents. The company representative(s) are required to go through the KYC procedures of individuals as mentioned above, additionally Maclear requires a document that certifies the right of the person(s) to represent the company or the right of signature. The company will also need to provide a commercial register extract and documentation that contains the business registration number, the company's registered address, and beneficial owners unless this information is already listed in the commercial register printout. Depending on the country of business, Maclear may require additional documentation to complete the verification process.
For the declaration of the beneficial owner and/or the controlling person, a completed form A and/or
K must be handed in signed by the identified person according to the process as described above.
The duration of the verification process varies from 10 minutes to several working days in special
cases.
The Investors can check the verification status of their User account in the profile section ('not
verified'/'verification pending'/'verified').
• With the status 'not verified', Investors cannot add funds to the personal User account and
cannot see the full information about projects.
• With the status 'verification pending', the Investor’s application is being processed by
SumSub; Investors cannot add funds to the personal User account and cannot see the full
information about projects.
• With the status 'verified', the Investor has full access to all features of the Platform.
If the verification status does not change within 3 working days, the Investor can contact Maclear
via email to info@maclear.ch.
Once the Investor’s identity has fully been verified, the status on the User account changes to
'verified' and the Investor can transfer money to his/her User account and find a loan to invest in.
In the User account for Investors, Investors have access to the following key functions of the Plat-
form:
• Overview of projects, access to further information on the projects and ability to commit to invest in projects;
• Current status of projects the Investor has invested in;
• Ability to view and update User information; and
• Ability to transfer, view and withdraw Investor funds.
• Ability to sell/purchase Claims corresponding to Investments made into certain Borrowing
Projects on the Secondary Market to/from other Investors.
Investors can dispose over their Investor funds through the User account on the Platform. All interest and principal payments will be deposited to the Investor’s Maclear account from which the
Investor can either reinvest accumulated funds further or withdraw them to the personal bank account.
Maclear may add and change the available functionalities from time to time in its sole discretion.
Once the User account of the Investor is activated and verified, the Investor can deposit funds or
receive funds from invested projects. All interest and principal payments will be deposited to the
Investor funds.
To start investing in projects, the Investor needs to deposit funds to his/her Maclear’s Investor account. The minimum investment amount on Maclear is EUR 500 (the minimum amount may be
higher for certain payment methods). The following payment methods are accepted:
• Direct bank payment (SEPA payment) from the Investor's account to the EUR or
CHF account (IBAN) of the Platform;
• CHF or EUR payment through one of the accepted third-party CHF or EUR payment
service provider PSP (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. Maclear does not charge any fees to Investors.
However, the payment service providers may charge fees for the fund transfer. Any such fees are fully charged to the account of the User and only the net amount received by Maclear is credited to the User account.
Each Investor can track the state of his finances at any time on his Maclear's personal account.
Any deposits must be invested within 30 days of receipt by Maclear. Any accrued Borrower pay-
ments must be withdrawn within 60 days of receipt or reinvested by the Investor within 30 days of receipt. The Investor will receive a corresponding 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 may be transferred back to the Investor by Maclear before the expiry of the period.
For each transfer method, the User has to ensure that funds are transferred only from verified
accounts that are in the same name as the User account. Users can verify bank accounts in the
User account. Users are required to observe all instructions of Maclear regarding the transfer, and
need to 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 In-
vestor’s Maclear account. Maclear’s account number must be put in the payment details. The User declares to own the funds in its own name and on its own behalf, and represents and warrants that all funds transferred are from legitimate sources.
It is the sole responsibility of any person assuming the role of Investor to provide Maclear with all
required payment information. Maclear shall be freed from any obligations by payment to the last
registered User.
Maclear may decline the acceptance of deposits in accordance with its internal AML policies. Once
the funds are credited to the Investor funds, the Investor will be notified by e-mail.
Maclear and the Investors conclude an agreement on the establishment/processing of funds for
the payment processing and the deposit, which is concluded between the registered and verified
Investor and Maclear as a payment agent.
The Users may use any Investor funds solely for the purposes of investing in projects or the with-
drawal to their own account. Maclear does not pay any interest on the funds. The Users may not
transfer the funds to any third party.
The Investor's funds are held in a separate escrow account of the Platform. This account is separate from Maclear's operational bank account and protected from unforeseen circumstances that may happen to Maclear. Maclear does not use the Investor funds for any other purpose than safe custody for the Investors. The Investor funds are not subject to the Swiss bank deposit insurance and in line with Swiss regulatory requirements. Funds collected for a particular project are transferred to the Borrower from the Platform's escrow account via a targeted wire transfer.
Maclear is not supervised by the Swiss Financial Market Authority FINMA directly. Also, as per
Swiss bankruptcy laws, Investor funds are not privileged in case of bankruptcy of Maclear. Unless otherwise explicitly stated on the Platform in relation to a project, the Borrowers are also not supervised by the Swiss Financial Market Authority FINMA. Investors acknowledge and agree that there is a risk of complete loss of Investor funds.
Investor funds available in one currency can only be used for a project in the same currency. In-
vestors can use any of the third-party conversion services provided on the Platform. These third
parties may charge a fee for the conversion.
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. Any accrued Borrower
payments must be withdrawn within 60 days of receipt or re-invested within 30 days of receipt by
the Investor. Maclear may, however, return funds to the Investor’s private account at any time. The
Investor is required to provide Maclear with up-to-date payment information in order to enable
Maclear to repay the funds at any time.
Maclear may be required to freeze Investor funds in case of suspicious activity or requests by
authorities.
Investors may finance part or all of the loan by acquiring from Maclear the assignment of the loan
claims under the Loan Agreement. When an Investor finances a project or part thereof, it becomes bound to Maclear by an assignment agreement (Claim Purchase & Assignment Agreement). Further agreements concluded between Maclear and each Investor govern the corresponding modalities (Payment Processing & Deposit Agreement and Debt Collection Procedure 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 project concludes the corresponding agreement.
Any project will be displayed on the Platform to registered Investors for a pre-defined offer period.
Investors can commit to invest the selected investment amount in a project by clicking the 'invest' button for the specific project. By clicking the 'invest' button, the Investor accepts to purchase a claim against the Borrower from Maclear based on the Claim Purchase & Assignment Agreement, conditional on the target amount being reached within the offer period.
The Investor requires Investor funds in at least the investment amount in order to commit to invest.
The Investor funds will be blocked for the project and the Investor is bound by its commitment for
the offer period.
If the target amount is reached prior to the end of the offer period, the project will be blocked for
further investment. In case of over-subscription, the Investors that invested first are eligible to invest and over-invested amounts will be returned to the Investors.
If the target amount is not reached, the Borrower may extend the offer period. However, after the
end of the initial offer period, Investors can withdraw their commitment to a project at any time.
Investor funds will be automatically unlocked if the project has not received the target amount within the extended offer period and the Loan Agreement between Maclear and the Borrower null and void.
The Investor can invest as many times as he wants in the same project until the project is com-
pletely funded. All loans on the Platform have a fixed interest rate throughout the entire loan period.
The interest rate can be up to 12% per annum return from invested funds depending on the type
of project and each specific project’s terms and conditions. The interest payment frequency and
rate can differ depending on the type of project and each specific project’s terms and conditions.
Maclear advises Borrowers to list their projects on the platform for 30 days. However, Borrowers
have the option to extend their fundraising campaign if the funds have not been raised during the initial fundraising period. This is subject of an approval by Maclear.
Investment also can be executed through the Secondary Market Claim Purchase and Assignment Agreement, which is concluded between the Assignor (one Investor) and Assignee (another Investor) and governs the terms of the claim purchase and the simultaneous assignment of the loan amount invested into Borrowing Project from one Investor to another Investor, as well as the further management of such claim by Maclear. This allows the Investor (Assignee) to invest funds over the Maclear’s platform into the Borrowing Project previously successfully funded. It consolidates all the rights of claims of the Investor (Assignee as a new lender) participating in the consolidated loan given to the certain Borrowing Project through Maclear’s platform.
Detailed information about the projects, the loan conditions for each project and the interest rate
and payment is available in the projects page (https://maclear.ch/projects).
Auto invest is a multi-level risk diversification system available on the Platform. Auto invest feature enables Investors easily and safely investment to the various projects preselected according to chosen specific criteria. Investors can choose the criteria while selecting the auto invest function.
If the Borrower is more than 3 days late on monthly interest payments according to the payment schedule, Maclear will initially continue paying out interest payments 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. While Maclear takes all reasonable measures to avoid any default on payments by projects, loan investments are inherently risky and a full or partial loss of the investment funds is possible.
In a situation where the loan is repaid early by the Borrower, Maclear will return the entire principal
investment sum and all the interest that was accrued during that time. The minimum period of time for which Investors will receive interest is three months, even if the Borrower repays the loan sooner.
Maclear acts as a collateral agent in favour of and on behalf of Investors and is responsible for the
management of the claims. The agreement on the assignment of claims is required for the purpose
to consolidate all the rights of claims of the Investors (as lenders) participating in a particular investment project on the Platform. It is also required so that Maclear can engage in the process of collecting debts if the Borrower does not fulfil his repayment obligations.
In the event of a failure of the project, Maclear will have to cover all participating Investors in addi-
tion to the interest and the amount of the main investment, which can finally be done only through enforced realization of all collaterals and collection of all funds received from this. As the holder of collaterals provided by Borrowers, the Platform will enable to all Investors flawless fulfilment of all interest payment schedules, which is also backed up and secured by the Maclear reserve fund.
The Investors authorize Maclear to solely take all actions as reasonably required for the manage-
ment of the claims, including but not limited to:
- assert all claims and rights of the Investor against the Borrower;
- collection of the Borrower's payments;
- distribution of payments to the respective Investors;
- conclusion of a prolongation or deferment of payment agreement with the Borrower re-
garding terms of repayment;
- enforcement against collateral provided by the Borrower; and
- involvement of third parties for the debt enforcement process.
Unless specifically entitled to do so by Maclear, Investors may not take any direct action against
the Borrowers.
The start date of the interest accrual is calculated on the date of the successful funding of the
project. Interest rates are paid monthly unless specified otherwise for a specific project.
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, se-
curities, collateral and guarantees provided by the Borrower with a view of mitigating the risks for
Investors. The measures shall specifically be the following:
• 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.
• 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.
• 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.
The Investors hereby authorize Maclear, and agree to sign any documents or authorizations that
Maclear may require, in order to execute the debt collection measures Maclear deems appropriate
as collateral agent on behalf of the Investors.
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.
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). The effective transfer
may require several days for processing and may be subject to fees from the payment services
provider.
Maclear does not charge any fees for withdrawals over EUR 200. For withdrawals of EUR 200 or
less, Maclear may charge a handling fee of up to EUR 10. Any charges from third-party providers
are borne by the User.
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 re-
quired to dispose of the funds and the Investor forfeits any claims against Maclear with regards to
such funds.
For the Investor's financial security, Maclear will 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 reserve fund is filled by the transferring of 2% from each project successfully funded on
the 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. However, the Maclear reserve fund cannot guarantee full payment of interest or full repayment of the principal loan amount.
The reserve fund will be used by Maclear 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 held in a segregated bank account. Maclear keeps 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 here.
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 conducts a thorough evaluation of the Borrower company to ensure that it can repay the loan.
Maclear carries out a full legal due diligence, including the AML identification and verification process of the Borrower, and a thorough risks assessment of 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.
Projects targeting CHF 1 million or more than CHF 1 million in revenue cannot be listed on the
Platform without additional regulatory measures. Borrowers are not allowed to operate in the inter-
est differential business.
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.
Maclear may deny a project or a Borrower without giving any reasons in its sole discretion.
Interested Borrowers that wish to submit a project are required to first register a User account on
the Platform.
Before the Borrower can start submitting a project on the Platform, every Borrower needs to go
through the AML verification process. The Borrower’s AML verification process is is carried out by Maclear by means of personal appearance and in accordance with §7 et seq. of the PolyReg Regulations.
The Borrowers can check the verification status of their User account in the profile section ('not
verified'/'verification pending'/'verified').
• With the status 'not verified', Borrowers cannot offer projects on the Platform.
• With the status 'verification pending', the Borrower’s application is being processed by
SumSub; Borrowers cannot offer projects on the Platform.
• With the status 'verified', the Borrower has full access to all features of the Platform and
can submit projects to Maclear and, if approved, offer them on the Platform.
If the verification status does not change within 3 working days, the Borrower can contact Maclear
via email at info@maclear.ch.
Once the account is verified and accepted, a Borrower can submit a project to the Platform for
review by Maclear. Borrowers shall provide all information as reasonably requested by Maclear
and represent and warrant that all information is complete, accurate and up to date. Maclear may
decide in its sole discretion whether or not to list a project by a Borrower on the Platform.
Each project that the Borrower wishes to submit to Investors on the platform is subject to a thorough
review conducted by Maclear. If the review is successful, Maclear can conclude an Investment
Project Acceptance and Confirmation Agreement as well as a conditional Loan Agreement with the
Borrower.
Borrowers must fill a special questionnaire with a set of numerous legal and financial data about
the Borrower, beneficiaries, and possible guarantees. Decisive for a loan offer to be admitted are in particular, but not limited to, the following parameters:
- History of potential Borrower;
- Financial solvency;
- Background check of Management and beneficiaries of the borrowing company;
- Viability assessment;
- Presence of collateral or additional securities;
- Business plan and financial plan;
- Payback period plan (including EBITDA and ROI);
- Schedule for repayment (basis: bullet loan and annuity schedule); and
- Analysis and evaluation of the proposed collateral guarantees and additional collateral
assessment of other possible risks based on the analysis of the market and the scope of the project.
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.
Maclear is carefully inspecting all mentioned 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.
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 the mentioned legal agreements. After that, the project appears on the Platform with all key data
information.
Maclear shall keep the information provided by the Borrower confidential and will not disclose any
information on the Platform or the Investors without prior approval of the Borrower. If Maclear deems the project viable for the Platform, Maclear and the Borrower shall define the scope of disclosure of information on the Platform to enable the Investors to take an informed investment decision.
If Maclear deems a project suitable for the Platform, Maclear and the Borrower shall conclude a conditional Loan Agreement. In the Investment Project Acceptance and Confirmation Agreement, Maclear and Borrower define 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, which are binding for the Loan Agreement.
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 the Investment Project Acceptance and Confirmation Agreement and disclosed on the Platform.
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 in view of its regulatory barriers. Maclear may decline an extension request at its sole discretion.
Borrowers shall immediately notify Maclear if they notice any specific errors in the information pro-
vided or published on the Platform. Maclear will then take the necessary actions to correct the
published information in a reasonable time and, in its sole discretion, suspend or extent the offer
period or stop the lending process.
At the date of the respective maturity as defined in the Investment Project Acceptance and Confir-
mation Agreement, the Borrower has to pay periodic instalments (interest and amortisation) by
means of payment transfer to Maclear. Third parties’ cost or fees are borne by the Borrower.
If the Borrower is late with an instalment payment, the Borrower is in default without further notice.
If the Borrower does not pay within the agreed period, 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:
• If the Borrower is late on scheduled interest payments for more than 7 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.
• 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.
• 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.
The Borrower and the Investor are solely responsible to ensure full payment of any tax obligations and other government fees or charges that may apply, such as stamp duty, withholding tax or income tax.
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 (info@maclear.ch), or phone.
The service centre is offered by Maclear on an “as is” and “as available” basis.
Except as explicitly stated otherwise herein or in the relevant documentation, Maclear, its related
entities and its licensors own and retain all right, title, and interest in the Platform and in its related
patents, registrations, filings, applications, trademarks, trade names, logos, inventions, copyrights, know-how, trade secrets and other intellectual property relating to the design, processing, production or operation of the Services (the "Intellectual Property Rights").
Except as expressly provided herein, nothing in the General Terms & Conditions agreement will
transfer, assign, license or otherwise grant any party any right or interest in any other party’s In-
tellectual Property Rights. If and to the extent any Intellectual Property Rights are licensed under
an open-source license as per the relevant documentation, the Users warrant and guarantee to comply with the terms of such license.
Maclear is a crowdlending platform subject to the supervision of the PolyReg General Self-Regulatory Organisation for compliance with the Swiss anti-money laundering act (AMLA).
Maclear is not directly supervised by the Swiss Financial Market Authority (FINMA) and deposits
to Maclear are not insured by the Swiss deposit insurance scheme.
Before accessing, using or in any other way interacting with the Platform or any part thereof, the Users should carefully consider risk factors associated with the Platform and especially with the lending business.
The following is not an exhaustive list or explanation of all risks which Users may face when using the Platform and should therefore be used as guidance only. Additional risks and uncertainties relating to the Platform may individually or cumulatively also have a material adverse effect on the User.
Changes in laws or regulations, including but not limited to those concerning regulatory requirements, taxes or trade barriers, could have a negative impact on the Platform. Each User is responsible for the usage of the Platform in compliance with the laws applicable to such User and there is no warranty that the Platform is or will be compliant with any laws outside of the jurisdiction in which the Platform actively operates.
Any IT system is subject to potential security weaknesses, hacking attacks, disruption and failure and the Platform or any part thereof may temporarily or permanently be dysfunctional.
The Borrower may be unable to pay back the loan and/or make any of the interest payments at all
or on time. Also, any of the risk mitigation measures taken by Maclear do not provide a guarantee of repayment and/or interest payments. As with any investment, there is a potential risk of complete loss of the invested amount and/or delays in the payment by the Borrowers. Investors should only invest amounts that they are capable of losing.
Also, the Borrower may be given the right of early repayment. In such case, the Investor may not
receive the full amount of anticipated interests on the loan.
THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT
YOUR USE OF THE PLATFORM WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT
PERMITTED BY LAW, MACLEAR (AND ANY PERSON INVOLVED DIRECTLY OR INDIRECTLY
IN THE PROVISION OF THE SERVICES) DISCLAIMS ALL WARRANTIES, EXPRESS OR IM-
PLIED, IN CONNECTION WITH THE PLATFORM, AND YOUR USE THEREOF, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILTIY OF MACLEAR
(AND ANY PERSON INVOLVED DIRECTLY OR INDIRECTLY IN THE PROVISION OF THE SER-
VICES) OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PLATFORM IS
EXCLUDED. NO ONE WILL ASSUME LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS,
MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (II) PERSONAL INJURY OR
PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS
TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR
SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, AND (IV) LOSS OF
ANY INVESTED AMOUNTS, LOSS OF BUSINESS, LOSS OF INTEREST AND ANY OTHER FORM OF FINANCIAL LOSS OR DAMAGE.
To the fullest extent permitted by law, the Users agree to defend, indemnify, and hold Maclear
harmless, including its subsidiaries, affiliates, and all of Maclear’s respective officers, agents, part-
ners, and employees, from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (i) the
Users’ breach of these General Terms & Conditions; (ii) any breach of the Users’ representations and warranties set forth in these General Terms & Conditions; (iii) the Users’ violation of the rights of a third party, including but not limited to Intellectual Property Rights; (iv) any other party's access and use of the Platform with the Users’ username, password or other appropriate credentials.
For further information on privacy, please refer to the Privacy Policy.
For any dispute not subject to arbitration, exclusive venue are the courts of Wallisellen, Switzerland. The General Terms & Conditions agreement is governed by the laws of Switzerland exclusive of conflict or choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
These General Terms & Conditions, together with any amendments and any additional agreements
the User may enter into, shall constitute the entire agreement concerning use of the Platform. If
any provision of these General Terms & Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms, which shall remain in full force and effect. If a provision of these General Terms & Conditions is or becomes illegal, invalid or unenforceable in any country, that will not affect the legality, validity or enforceability in that country of any other provision or in other jurisdictions of that or any other provisions of these General Terms & Conditions.
This General Terms & Conditions agreement, and any rights and licenses granted hereunder, may
not be transferred or assigned by the User. Any attempted transfer or assignment in violation hereof shall be null and void.
Any notice or other communication given under or in connection with these General Terms & Con-
ditions will be in English. All other documents provided under or in connection with these General Terms & Conditions will be in English.
For general inquiries, the User may contact info@maclear.ch.
By signing below, you indicate that you have read, that you understand, and that you agree
to the terms presented in the General Terms & Conditions.
I am an Investor and have read and understood the General Terms & Conditions.
In particular, I understand all the restrictions relating to investors and hereby declare that
none of these restrictions apply to me.
I am a Borrower and have read and understood the General Terms & Conditions.
In particular, I understand all the restrictions relating to investors and hereby declare that
none of these restrictions apply to me.
