Term Loan Terms and Conditions:

This document will be updated constantly, and it is the responsibility of the Borrower to read & understand the updated Terms and Conditions.

All Term Loan Contracts and these Terms and Conditions will be governed and construed in accordance with the laws of Ireland.

1. General Definitions

2. Loan Definitions

2.1 “Anti-Money Laundering Requirements” means all information and documentation required by the Lender to enable it to comply with all “Know Your Customer” and anti-money laundering procedures under all applicable laws and regulations;
2.2 “Arrangement Fee” means the fee payable by you when you accept a loan and set out in the Term Loan Contract;
2.3 “Borrower” means the company that borrows, or seeks to borrow, money from the Lender;
2.4 “Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in Dublin, Ireland;
2.5 “CRO”, means Irish Companies Registration Office;
2.6 “eIDAS Regulation” means Regulation No. 910/2014/EU of the European Parliament;
2.7 “€” and “euro” are references to the lawful currency of Ireland;
2.8 “Event of Default” means any event or circumstance listed in Clause 10.1;
2.9 “Interest Rate” means the interest rate payable on a Term Loan. By accepting a Term Loan Contract, the Borrower is agreeing to repay the amount that was lent to them in addition to the agreed interest rate as the case may be provided in the Term Loan Contract. The interest cost is set at the outset of the Term Loan and this is the amount along with the capital which must be repaid;
2.10 “Loan Pause” means in respect of any Term Loan a period of one or more interest payment dates agreed to by the Lender when the Borrower under such Term Loan is permitted not to make its regular interest payment in full or partially;
2.11 “Nominated Bank Account” means the IBAN and routing numbers of the Irish bank account that the Borrower wishes to use to receive money from the Lender;
2.12 “Open Banking Connection” means providing access, directly or indirectly, to banking data from the Borrower’s bank to a Lender approved third-party financial service provider;
2.13 “Receivables” means all present and future customer payments made to a Borrower by any means or for the benefit or account of the Borrower arising from or in connection with the operation and carrying on of its business, provision of services or supply of goods and in particular the proceeds of all sales (or any part thereof) but excluding any VAT on any sum mentioned in this definition;
2.14 “Repayment Instalment” means the Receivables received by the Lender pursuant to the Term Loan Contract and is calculated using the Interest Rate;
2.15 “Restructuring Fee” means the fee payable by the Borrower if the Lender agrees to a restructure;
2.16 “Settlement Account” means the payment account of the Lender with its nominated payment services provider for all Receivables, details of which will be provided by the Lender to the Borrower;
2.17 “Term Loan” means any and all loans and financial accommodations from the Lender to the Borrower whether now or hereafter existing, and however evidenced, including, without limitation, those loans and financial accommodations described in the Term Loan Contract;
2.18 “Term Loan Contract” means the loan contract signed by the Borrower accepting a Term Loan. Each Term Loan Contract incorporates these Terms and Conditions and will govern the terms of supplying credit, or other facilities including a Term Loan to the Borrower;

3. Borrower

1. The Borrower is a registered Irish limited company and does not have any judgments registered against it;
2. The Borrower is not a consumer within the meaning of that term in the Consumer Credit Act 1995;
3. The Borrower is registered in the CRO and the director/s are at least 18 years old;
4. There are no judgments registered against the limited company;
5. At least 50% of the directors of the Borrower are residents of the Republic of Ireland;
6. All filings required by the CRO are up to date and will be kept up to date and the limited company has been actively trading (not dormant) for a period of time that is acceptable to the Lender;
7. A valid tax clearance certificate or explanation of tax position/arrangement must be provided for the limited company and the Borrower;
8. The Borrower’s constitution allows for the borrowing of funds;
9. the Borrower has made full disclosures to the Lender of all information relating to the Borrower, each guarantor of the Borrower (if any) and their respective businesses that would be material to or should be made known to any organisation that is proposing to lend or has lent money to the Borrower; and
10. the Borrower, its directors and senior management have not breached any term or condition applicable to any loan and are not in breach of or in default under any agreement or document to which they are a party or by which they or any part of their assets may be bound which could have a material adverse impact on them or on their ability to perform their obligations under the Term Loan Contract or any guarantees for the Term Loan to which they are a party or will be party; and
11. the Borrower, its directors and senior management have been advised to take, and have been given full opportunity to take, independent legal advice on the Term Loan Contract and the actual and potential consequences of their execution of the Term Loan Contract, all guarantees for the Term Loan Contract and any other document specified, including these Terms and Conditions; and
12. all information supplied by the Borrower and the guarantor/s to the Lender is true, complete, and accurate in all material respects and is not or will not be misleading in any respect; and
13. no litigation, arbitration or other proceedings have been started or threatened against the Borrower, its directors and senior management which could have a material adverse impact on them or on their ability to perform their obligations under the Term Loan Contract or any guarantee for the Term Loan to which they are a party or will be party; and
14. the Borrower is duly incorporated (or constituted where applicable) and validly existing under the laws of Ireland and it has the power to own its assets and carry on its business as it is being conducted; and
15. the Borrower, its directors and senior management have the power to enter into, perform and deliver (and have taken all necessary action required to authorise their entry into, performance and delivery of) the Term Loan and all personal guarantees for the Term Loan to which they are or will be a party and the transactions contemplated by those documents; and
16. the Borrower, its directors and senior management are in compliance with all applicable laws, regulations and practices and they hold and will keep in full force and effect and will comply with all authorisations, consents, approvals, waivers, resolutions, licences, permits, exemptions or registrations to ensure the Term Loan Contract and all guarantees for the Term Loan to which they are a party or will be party is legal, valid, binding and enforceable and to enable them to validly perform their obligations thereunder.

3.8 It is a feature of the Lender’s business that a conflict of interest may arise in a transaction, whether due to an interest of the Lender or a related party of the Lender. By accepting any Term Loan, the Borrower acknowledges the general nature of such conflict and that the Borrower still wishes to proceed with the transaction.

4. Borrowing

4.1 The Borrower must complete the application form online using the System and provide all information that is requested by the Lender to make a decision;
4.2 The Lender will carry out relevant credit, judgment and fraud checks on the Borrower and the directors of the Borrower after a loan application has been submitted. The checks will be performed on (but shall not be limited to) Search4Less, CCR and Comply Advantage;
4.3 The submitted loan application can be withdrawn from the System as long as the System permits. The Borrower can defer a loan approval from the Lender;
4.4 When a loan application is submitted, the Borrower gives consent to the Lender to seek information about its application, credit history and any outstanding judgments;
4.5 The Lender will make a decision on a loan application based on the information received from the Borrower and third-party credit agencies;
4.6 The Lender will decide on the Interest Rate for the Term Loan based on the credit riskiness of the loan application. The information provided on the loan application form can only be edited by the Borrower after it has been submitted and when it is in a pending state. A Borrower can write to the Lender if there are details that the Borrower believes are incorrect. If a Borrower accepts a Term Loan, it will not be allowed to edit the application form page;
4.7. The Borrower is under no obligation to accept or enter a Term Loan Contract and interest will not be charged until the Term Loan Contract has been executed.
4.8 Once the Term Loan has been accepted a binding Term Loan Contract is in place between the Lender and the Borrower. Before the funds are transferred, the Borrower will have to set up a and a direct debit must be set up from this account. The Term Loan funds will be transferred to the Nominated Bank Account subject to any outstanding conditions set out in the Term Loan Contract;
4.9 The Arrangement Fee will be deducted from the Term Loan amount before it is transferred to the Borrower;
4.10 Force Majeure: The Lender may withdraw the offer of a Term Loan if an event occurs which is caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications, or computer (software and hardware) services;
4.11 The Lender reserves the right to demand any financial information and/or documentation that it may require from the Borrower from time to time and the Borrower must provide such financial information and/or documentation in a timely manner but in any event no later than five (5) Business Days of written request by the Lender;
4.12 Where a Borrower has provided a historic direct debit mandate, the Lender may use it for any future loans applied for by the Borrower if an updated direct debit mandate is not provided at time of accepting the future loan offer;
4.13 It is the responsibility of the Borrower to obtain its own independent legal advice prior to entering a Term Loan Contract or any other transaction with the Lender;
4.14 When the Borrower accepts a Term Loan, this will constitute acceptance by the Borrower of these Terms and Conditions;
4.15 The Borrower must ensure that adequate arrangements are in place to meet all Repayment Instalments in respect of a Term Loan Contract;
4.16 The first monthly Repayment Instalment for a Term Loan will be specified in the Term Loan Contract. The direct debit will be called three days before the repayment is due so that the funds are collected in the expected day in a timely manner. It is the responsibility of the Borrower to maintain adequate funds for the repayment in the Nominated Bank Account;
4.17 In case any one or more of the terms and conditions relating to a Term Loan Contract is found to be invalid, illegal or unenforceable in any respect under any law, the validity, legality or enforceability of the remaining provisions will not in any way be affected or impaired;
4.18 All Term Loan Contracts may be executed in any number of counterparts and all of those counterparts taken together shall be deemed to constitute one and the same instrument;
4.19 Transmission of an executed counterpart of the Term Loan Contracts by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of the agreement/deed and each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter;
4.20 Pursuant to the Electronic Commerce Act 2000 and eIDAS Regulation, the Term Loan Contracts shall be executed under seal including by an electronic signature;
4.21 Whatever form the electronic signature takes, this method of signature is conclusive of each parties’ intention to be bound by the Term Loan Contract as if signed under hand by each of the parties or by affixing their respective company seals;
4.22 The Borrower and each guarantor of the Borrower acknowledge and agree the Borrower’s liability to the Lender under the relevant Term Loan Contract;

5. Term Loans

1. The projected Repayment Instalments are not sufficient to repay the Term Loan fully; or
2. There is a non-payment of any sum under the Term Loan Contract;

1. It has full power, authority and legal right to utilise, perform and comply with the Terms and Conditions of the Term Loan;
2. The execution and performance of the Term Loan Contract shall not contravene any agreement indenture or other instrument which is binding upon the Borrower;
3. It is not in default of any of the Terms and Conditions of the Term Loan Contract or any other agreement;
4. No material litigation is pending or threatened in relation to its business or likely to have an adverse effect on its business;
5. None of the assets, including but not limited, to the Receivables over which security has been given to support the Term Loan are the subject of any security, pledge, lien, encumbrance or other security interest;
6. The tax affairs of the Borrower are up to date and in order; and
7. Full disclosure has been made to the Lender of all facts in relation to the Borrower and its business and affairs as ought to properly be made known to any person proposing to provide financial facilities to the Borrower;

5.8 The Borrower indemnifies and shall keep indemnified the Lender against all costs, liabilities, losses, and expenses it may suffer as a result of a breach of any of the provisions of the Term Loan Contract or in respect of the Lender enforcing or attempting to enforce any of its rights pursuant to the Term Loan Contract, including but not limited to the Lender’s collection of Receivables or enforcement of any security;

6. Fees

1. Direct debit fee per transaction: 1% of the transaction amount capped at €2;
   

7. Accepting Term Loans 

7.1 The Borrower can obtain details of the available offer to borrow by visiting the relevant loan deails on the Site;
7.2 Once the Lender receives an acceptance of a Term Loan from a Borrower:

1. The Lender and the Borrower will be bound by the Term Loan Contract;
2. The Borrowers’ Receivables and/or direct debit payments will be used to repay the Term Loan as set out in the Term Loan Contract; and
3. The Lender may demand repayment and enforce the Term Loan if an Event of Default occurs.
   

7.3 All submitted Term Loans will be displayed in the home page of the platform;

8. Cancellation of an offer

8.1 The cancellation of an outstanding offer to borrow becomes effective when an instruction by the Borrower to cancel is successfully received and processed by the Lender;
8.2 If the Borrower attempts to cancel an offer to borrow that is outstanding, it may not be able to do so if any signatory has partially or wholly accepted your offer before a cancellation request has been processed by the Lender. In this case, the original offer, or part thereof, will be validly accepted and settled;
8.3 The Lender may, at its absolute discretion, cancel a Term Loan before it is drawn down if it determines that there has been a material change in the circumstances of the Borrower or any guarantor of the Term Loan which is, in the Lender’s opinion, prejudicial to its interests;

9. Interest, Fees, and Repayments

9.1 The Borrower agrees to pay the Lender interest and fees on the Term Loan in the amount specified in the Term Loan Contract. Interest on the Term Loan shall accrue at the Interest Rate from the date the Borrower draws the Term Loan until the Term Loan is fully repaid. The interest/fees shall be calculated at the outset for the whole period of the Term Loan and be stated in the Term Loan Contract. Interest shall be paid in regular instalments as specified in the Term Loan Contract;
9.2 Each of the Borrower’s repayments will be made via direct debit and the Borrower must maintain adequate funds in the Nominated Bank Account;
9.3 The Borrower may, subject to the terms of the Term Loan Contract, repay an entire Term Loan early at any time together with the any outstanding interest and fees at the time of repayment. No early repayment fee will be charged. The Borrower is obliged to pay the remaining capital and all interest/fees identified in the Term Loan Contract;
9.4 Any tax obligations or reliefs that are due to or from the Borrower in relation to Term Loans are the sole responsibility of the Borrower;
9.5 If the Borrower fails to make a payment on the due date, a grace of three (3) Business Days will be provided to make the payment and cure the breach; Default interest of 0.05% per calendar day will be accrued until the default is cured;
9.6 The default interest will be calculated as follows: For example, consider a loan with an outstanding balance of €100,000 at an interest rate of 10% per annum and an expected payment date of 15th October. If the payment is not received on 15th October, a grace period of three (3) days will be provided until the payment is cleared. No default interest will be charged until 18th October. If the payment is not received, default rate of 0.05% per day is applied on the outstanding balance. If the missed repayment is cleared on the 25th of October, default interest will be applied from 19th October to 24th October i.e. 6 days. The default interest for this period will be calculated using the formula: (100000 * 0.05% * 6)/360 = €83.33. This interest may be added to the outstanding loan balance and compounded each month if it is not cleared. 

10. Term Loan Termination

1. the failure by the Borrower to make any repayment of principal and/or interest on the date it is due;
2. on the Borrower ceasing or threatening to cease carrying on business or any substantial part thereof;
3. on the death of the guarantor of the Borrower;
4. if any guarantor notifies the Lender that they no longer wish to act as guarantor or that the guarantee is to be terminated (subject to the conditions of the guarantee);
5. on the bankruptcy of, or commission of any act of bankruptcy by, the guarantor of the Borrower;
6. in respect of a Borrower's organisation, if there is a petition for winding up, appointment of an examiner, SCARP, receiver, or liquidator;
7. on distress being levied against the goods of the Borrower or on the same being taken in execution pursuant to any decree, judgment, or order of a court of competent jurisdiction;
8. on judgment being obtained against the Borrower and remaining unpaid for a period of fourteen days from the date of such judgment;
9. on a material change relevant to the Borrower occurring which is prejudicial to the Lender’s interests;
10. on the breach, non-performance or non-observance by the Borrower of any of the Terms and Conditions of the Term Loan Contract and/or these Terms and Conditions;
11. on discovery by the Lender that any information supplied by the Borrower was false, misleading, or inaccurate;
12. on any change in the shareholding, management, or control of a Borrower which is prejudicial to the Lender’s interests; and
13. Cancellation of a direct debit mandate or any other methodology for repayment of a Term Loan;
14. If the Open Banking Connection is not maintained until the end of the Term Loan;
15. Unauthorised refunding of direct debit(s) that were contractually obliged;

11. Missed Repayments

11.1 If the Borrower believes that it will miss its next payment or will not be able to make its next repayment in full, it should contact the Lender immediately;
11.2 If the Borrower misses, fails to pay, or only makes partial repayment, it will be charged a direct debit This fee will be applied on all direct debits which need to be re-presented. The Lender will contact the Borrower to confirm that there will be another attempt to collect the outstanding payment. If the payment is not received within 10 Business Days, the Lender will consider it an Event of Default and may engage a debt collector to recover the funds. Any fees that the debt collector charges will be added to the Term Loan amount that is outstanding;
11.3 If the Borrower fails to pay any amount due under the Term Loan Contract on its due date, a grace of three (3) Business Days will be provided to make the payment and cure the breach. Default interest of 0.05% per calendar day will be accrued until the default is cured. Interest at the default rate on the unpaid amount must be paid immediately and, if unpaid, the interest may be compounded with the overdue amount monthly. The Borrower acknowledges that this default rate represents a fair and reasonable pre-estimate of the Lender’s additional administrative and funding costs in the event of the Borrower’s failure to pay any sum due to the Lender and is not a penalty. Refer to clause 9.6 for default interest calculation; 
11.4 If the Borrower misses, fails to pay, or only makes partial repayments, its Term Loan will be placed in default and handed over to a Collector. The Collector will deploy its resources to collect the outstanding balances. The Collector will charge up to 30% of the balances collected and this will be added to the balance outstanding (the "Collection Fee"). For the avoidance of doubt the Collection Fee is added to the outstanding debt that is repayable by the Borrower;
11.5 If further action is necessary in relation to missed payments, it is likely that significant costs will be incurred via the legal recovery process which will be borne by the Borrower;
11.6 The Lender may take such steps as it considers necessary or desirable in its absolute discretion to collect the outstanding debt including, without limitation, pursuing guarantors, enforcing security, assigning the debt to a debt purchaser, and commencing formal legal action or insolvency processes through the courts. If further action is necessary, a collector fee, further third party legal and other costs may be incurred, and the Borrower and/or guarantor will be liable to pay all such costs;

12. Term Loan Modification

12.1 If the Borrower requests to restructure the term of the Term Loan after signing the Term Loan Contract, the Lender may agree to the request at its sole discretion and subject to the following:

1. An increase in the Term Loan term may result in an increase in the Interest Rate;
2. A Restructuring Fee will be charged to the Borrower;

13. Pausing Term Loan Repayments

13.1 The Borrower may request a Loan Pause by writing to the Lender or by emailing to info@santiagosme.ie and the Lender may agree to the request at its sole discretion;
13.2 The Borrower can only request a Loan Pause once during the term of the Term Loan;
13.3 The Lender, if agreeable to a Loan Pause, will decide on the Loan Pause period at its sole discretion subject and not limited to:

1. The performance of the Borrower and receipt of Repayment Instalments;
2. Term remaining under the Term Loan Contract;
3. Seasonal impact on the Borrower’s business operations;

13.4 No Repayment Instalments will be required from the Borrower during the Loan Pause and if any Repayment Instalments are received, the Lender will transfer them to the Nominated Bank Account;
13.5 The Borrower’s credit score will not be impacted negatively because of a Loan Pause;
13.6 The maturity date of the Term Loan will not change because of a Loan Pause and accrued interest during this period must be repaid by the Borrower within the term;
13.7 The Repayment Instalment may increase after the Loan Pause to collect outstanding interest accrued during the Loan Pause;

14. Disputes/Complaints

14.1 If the Borrower wants to make a complaint to the Lender about any of its products, it can email with details of the complaint to info@santiagosme.ie.