1. December 2021
Each User is bound by these ToU. If you use a CrossLend Service on behalf of a company, organisation, or other legal entity, you represent and warrant that you are authorised to do so and that you have the authority to bind such entity to these ToU. Where the context requires, the words “User” and “you” shall also include such entity.
1.1 The use of the CrossLend Services shall only be permitted on the basis of the ToU, and in CrossLend’s sole discretion.
1.2 CrossLend reserves the right to amend these ToU. Such amendments shall be considered as accepted by the User if no objection is made in writing to CrossLend within 7 days of the User’s receipt of the amendment notification. CrossLend will specifically point out this consequence in the amendment notification.
1.3 CrossLend collects, processes and uses information about each User. The collection of this information is necessary for the performance of the CrossLend Services. CrossLend shall retain this information throughout the contractual term of the ToU. Where applicable, the subscription application data of a User will, for the purposes of allowing the subscription of securities, be transferred by CrossLend to the issuer of the securities and to its and the issuer’s service providers.
2. About the CrossLend Services
2.1 CrossLend makes the CrossLend Platform available, in its sole discretion, to:
qualified investors (as defined in the Prospectus Regulation (EU) 2017/1129) (“Investors”);
institutions such as banks, marketplace lenders or other loan originators (“Originators”); and
other relevant parties.
2.2 The CrossLend Platform allows Users with the required authorisation and Subscription pursuant to the applicable agreement(s) or Service Schedule(s) to:
display historical/expected portfolios to prospective Investors (digitally and or as a pdf summary);
benefit from a third-party validation of loan data;
benefit from benchmarking opportunities (anonymously) to better understand market behaviour in other countries;
prepare unified, customisable and brandable reports;
upload and view their historical loan books and expected origination;
make use of various analytics and reporting tools;
transform loan level data into a unified data model;
access to data formatting, management and integration functionalities;
share the analysis of their loan data with third parties; and
promote their investment opportunities towards Investors.
2.3 The CrossLend Platform provides potential and active Investors with the appropriate Subscriptions, the opportunity to access market insights, information about Originators, information about potential investment opportunities, various analytics tools and insights into the debt markets. Active Investors can also access information and notifications regarding the status of their purchased portfolios.
2.4 CrossLend does not perform any investment advisory services. In particular, no investment recommendations are made nor is tax or legal advice provided. For more information, see the section entitled Disclaimer below.
3. Registration and contractual terms for the use of the CrossLend Services
3.1 A registration as a User is required to use the CrossLend Services.
3.2 The registration requires all requested data to be provided completely and truthfully. Moreover, the User is required to keep their registration data updated at all times.
3.3 With the successful registration of the User to a CrossLend Platform, or otherwise with the creation of a first personal password for access to a CrossLend Service, an agreement for the use of the CrossLend Service becomes effective on the basis of the ToU (and such other written agreements including Service Schedules between the User and CrossLend).
4. General duties of Users
4.1 A CrossLend account shall only be used by its registered User.
4.2 The User is obliged to keep the password(s) of their CrossLend account secret and to carefully safeguard the access to their CrossLend account (“Confidentiality Obligation”). The User will ensure that no third party gains knowledge of their password(s). To prevent misuse, passwords should not be stored electronically (unless encrypted) nor be otherwise put in writing. The User shall immediately change their password if third parties become aware of it, or if the User suspects that third parties have gained access to it. The User is hereby recommended to change their password(s) from time to time for security reasons. Users shall be liable to CrossLend and/or other Users for damages resulting from breaches of their confidentiality obligations.
4.3 The User is obliged to immediately inform CrossLend of any evidence of misuse of their account, of any actual or suspected violation of these ToU by third parties, or of any other misuse of the CrossLend Services in general.
4.4 It is prohibited for the User to use the CrossLend Services in an unlawful manner, in violation of the ToU, or in any other abusive way, such as impairing or disturbing the functionality of the CrossLend Services (e.g. by violating the system integrity). No User may transfer their CrossLend account to third parties or otherwise provide access to their CrossLend account to third parties.
4.5 If the User has designated sub-users and granted them authorisation, such sub-users will be deemed to be authorised to act on behalf of User when using and gaining access to the User account, CrossLend Platform and/or CrossLend Services. CrossLend is not responsible for and shall have no liability for verifying the validity of authorisation of any User. CrossLend may, however, in its sole discretion, request additional information in relation to a User.
4.6 A visitor and/or User may not, without CrossLend’s prior written consent, access the CrossLend Platform (i) for purposes adverse to CrossLend’s economic interests, (ii) if the User is a competitor of CrossLend, (iii) to monitor the availability, performance or functionality of the CrossLend Services or CrossLend Platform or (iv) for other benchmarking or competitive purposes.
To the extent it is technically feasible and commercially reasonable, CrossLend will endeavour to offer an unrestricted availability of the CrossLend Services subscribed to. However, CrossLend does not guarantee the latter. In particular, maintenance works, security and capacity reasons, technical circumstances as well as events outside of CrossLend’s control may lead to temporary inaccessibility to the CrossLend Services.
6. Use of the CrossLend Services
6.1 You grant CrossLend a non-exclusive, worldwide, royalty-free, irrevocable license to use, process, archive, copy, distribute, publish, create derivative works from and transmit in any manner any data you upload or submit to the CrossLend Services (“User Content”). You represent, warrant and covenant that:
you have all rights necessary to provide the User Content, and to grant the foregoing license, to CrossLend;
all User Content complies with all applicable laws (including data protection laws), rules and regulations, and does not infringe any third party’s intellectual property or other rights; and
providing the User Content to CrossLend is compliant with all applicable law, Including all data protection laws with respect to the transfer of personal data (where applicable).
6.2 The data and material, including trademarks, service marks, pictures, graphics, illustrations, designs, symbols, photos, CrossLend’s derivative works from User Content, texts and other images (“Content”) on the CrossLend Services are protected by copyright law, trademark law, data protection law and/or other laws of intellectual property.
6.3 Any display, reproduction, sale, resale, lease, license, sublicense, distribution, disclosure, or divulgence of the Content outside of the CrossLend Services for the benefit of third parties without the prior written consent of CrossLend constitutes a violation of the ToU and is prohibited except as provided otherwise in these ToU.
For the purpose of this clause 6.4, “Subscription” shall mean those benefits, services and functions chosen by the User and enabling access to certain CrossLend Services.
Certain CrossLend Services are provided to the User for a fee. The User shall select the appropriate Subscription and pay the corresponding fee as may be set forth in the respective CrossLend Service Schedule (as amended from time to time).
Any external display or reproduction of Content from the CrossLend Services permitted by the User’s Subscription shall be subject to the license conditions and display guidelines as advised to the User from time to time.
Unless otherwise authorised by the terms of the CrossLend Service Schedule corresponding to a User’s Subscription, no User shall use Content, or extract any data from the CrossLend Services, for any purpose other than internal business purposes.
7. Data protection.
8. Contractual term and termination of the ToU.
8.1 Unless terminated, the ToU shall remain in full force and effect for an undetermined term.
8.2 Both the User and CrossLend may terminate this contract at any time by serving a written notice of termination (e.g. via email, fax or letter) to the other party at least 2 weeks prior to the end of the month. The written notice of termination will be deemed received upon (a) personal delivery, (b) the third business day after mailing, or (c) the day of sending by email. Termination is precluded prior to the settlement of any ongoing investment.
8.3 The right of termination with cause remains unaffected.
8.4 The termination of a Subscription is subject to the terms and conditions of the respective CrossLend Service Schedule.
9. Liability; Indemnification.
In this clause 9, references to “CrossLend” shall include CrossLend, its affiliates, and its and its affiliates’ officers, directors, employees, agents, shareholders, assigns and successors.
9.1 CrossLend shall only be liable for damages resulting from willful misconduct or gross negligence, death or personal injury caused by CrossLend’s negligence, or fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1, CrossLend will not be liable whether based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in relation to these ToU for any loss of profits, loss of business, loss of revenue, anticipated savings, goodwill or any indirect or consequential damages even if foreseeable and even if CrossLend has been advised of the possibility of such losses.
9.3 Subject to clause 9.1, CrossLend shall not be liable for damages resulting from events outside of CrossLend’s control including where such damages could not have been prevented by mitigation by or on CrossLend’s behalf.
9.4 Subject to clause 9.1, CrossLend shall not be liable for any failures or disturbances in the technical infrastructure of the CrossLend Services.
9.5 CrossLend does not have control over the information and services provided by third parties. CrossLend shall not be liable for any information provided by, or acts of, third parties, and shall not be liable for any damages resulting therefrom.
9.6 You shall indemnify and hold CrossLend harmless and indemnified from any claim or demand (including but not limited to reasonable attorney fees and costs of investigation) made by a third party due to or arising out of or related to your use or misuse of the CrossLend Platform, CrossLend Services, the CrossLend Widgets, the Content, your User Content, your violation of these ToU or your violation of any laws, regulations, or third party rights.
If you are accessing the CrossLend Platform as an investor, you must be classified as a “qualified investor” (as defined in the Prospectus Regulation (EU) 2017/1129).
The content of the CrossLend Services is intended solely for information purposes.
Any investment report or other similar report or factsheet depicts an analysis of selected time periods. It is not to be construed, under any circumstances, by implication or otherwise, as a prediction of future portfolio performance, default rates or distribution figures. Past performance may not be indicative of future results. The content may no longer be reflective of current positions given a variety of factors, including changing market conditions.
ALL INFORMATION IS PROVIDED ON AN “AS IS” BASIS WITHOUT GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND (WHETHER EXPRESS OR IMPLIED). CROSSLEND DISCLAIMS LIABILITY FOR ANY INFORMATION NOT BEING COMPLETE, ACCURATE, SUITABLE OR RELEVANT FOR YOU. Some information is provided directly by third parties, or is based on information provided by such third parties. While the information provided is believed to be accurate, it may include errors or inaccuracies.
No information provided by CrossLend forms a fiduciary relationship between it and the recipient, nor does it constitute advice. No information should be construed as an offer, or a solicitation of an offer, to sell, buy or subscribe to Notes or any other form of financial instrument, nor as an invitation or inducement to engage in investment activity (unless expressly provided otherwise).
Investments in Notes are subject to risks, which can be found in the relevant private placement memorandum. Prospective investors should carefully consider those risks, and the content of all offering documents, in consultation with their financial, legal and tax advisors.
11.1 Each User agrees:
to keep all information in password-protected areas of the CrossLend Services strictly confidential (“Confidential Information”);
not to use any Confidential Information for purposes other than for its evaluation of its business collaboration with CrossLend; and
not to disclose any Confidential Information to third parties, with the exception of such third parties who need this information in order to carry on negotiations or evaluation of the business collaboration.
11.2 The confidentiality obligations set out in clause 11.1 shall remain binding for the term of these ToU, and for a period of 3 years from the date of termination of these ToU in accordance with clause 8.
11.3 In the event of breach of this clause 11, CrossLend will be entitled to receive compensation for all loss or damage suffered by it. Nothing in these ToU is intended to limit any remedy of CrossLend. CrossLend shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this clause 11, or for any other relief appropriate under the law of the applicable jurisdiction.
12. General provisions
12.1 Place of performance of the services is the place of business of CrossLend.
12.2 These ToU shall be governed by, and be construed in accordance with, the laws of the Federal Republic of Germany without regard to the rules of private international law and the UN Convention on the Sale of Goods. The District Court of Berlin shall have exclusive jurisdiction over all disputes arising from or in connection with these ToU.
12.3 Should one or more provisions of the conditions hereof be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The Parties undertake to agree on an effective substitute provision as close as possible to the ineffective provision or the intended purpose of the ineffective provision. The same shall apply to gaps in the contract.
19. January 2021
Maintaining the privacy of your data is a top priority at CrossLend. To that end, CrossLend has established standards of data privacy protection for all Users of the CrossLend Services consistent with the applicable statutory requirements of the Federal Republic of Germany and the European Union. One of our main concerns in this regard is allowing you to determine to what extent CrossLend processes your data and to decide the way in which you will share your personal data with us.
Französische Straße 20,
Our Data Protection Officer can be contacted as follows:
ISiCO Datenschutz GmbH
Am Hamburger Bahnhof 4
10557 Berlin, Germany
2. Collection, Processing and Use of Personal Data
In order to provide our services to you, it is necessary for us to collect, process and use your personal data as specified below.
2.1. Personal data
Personal data shall mean any information concerning the personal or material circumstances of an identified or identifiable natural person. This includes, in particular, information which can be traced back to your identity, such as your name, telephone number, mailing address or email address. Statistical data collected when you visit the CrossLend Services and which cannot be directly linked to your identity is, for instance, not considered/classified as personal data.
2.2. Collection, Processing and Use of your Personal Data
Maintaining the privacy of your data is one of our top priorities. As a result, we strictly adhere to applicable legal requirements when collecting, processing and using your personal data. We collect, store and process your data to offer you a better user experience on the CrossLend Services, and to provide you with the technical services that, among other things, enable investments in Notes. We may additionally use your data for the purpose of keeping you informed via engaging, relevant newsletters – which you may opt to receive – for our own marketing purposes. We also collect, process and use your personal data to verify your identity and for fraud prevention.
2.2.1. Visiting the CrossLend Services
Every time the CrossLend Services is accessed, we collect the access data which your browser or other client software automatically transmits to make your visit to the CrossLend Services possible. This access data comprises in particular:
IP address of enquiring device or service
Date and time of enquiry
Address of the website or service called up and of the website or service enquiring
Information on the browser and operating system used, including HTTP headers and other meta data
Online identifiers (e.g. device identifiers, session IDs)
The processing of this access data is necessary to make your visit to the CrossLend Services possible and to ensure the permanent functionality and security of our systems. The access data is saved for the foregoing purposes in internal logfiles, in order to develop the CrossLend Services further according to the usage patterns of our visitors (e.g. if our websites are increasingly accessed on mobile rather than desktop devices) and to manage the CrossLend Services in a general way. The legal basis is Art. 6 (1) lit. f of the GDPR. The information saved in the logfiles allows no direct conclusion to be drawn about you as a person – in particular, we only save IP addresses in an anonymised form.
2.2.2. Registration with the CrossLend Services
To register an account, Users will be required to provide certain information to CrossLend. We have highlighted with an identification mark the compulsory information which Users are required to provide. Without this data a registration is not possible:
Name of company
First name and last name of the respective authorised person to represent the company
Email address and mobile phone number of the respective authorised person to represent the company
This personal data is stored in order to set up your account and to enable you to gain access to these authorisation required areas. You agree to treat your log in information as confidential and not to share this information with third parties. You may amend your log in details at any time in your user profile. The legal basis for this processing is Art. 6 (1) lit. b of the GDPR.
2.2.3. Potential and Active Investments on the CrossLend Platform
For these purposes, CrossLend collects basic data about you, as well as subscription application data. To facilitate the subscription of securities, CrossLend will, on your behalf, and within the scope of the services of the CrossLend Platform, transfer data regarding the subscription application to the issuer of the securities and to its service providers.
The legal basis for this processing is Art. 6 (1) lit. b of the GDPR as it serves the purpose of the subscription of securities.
2.2.4. Identity verification
Obliged entities under German Anti Money Laundering legislation (e.g. credit institutions, financial services providers) and under comparable national regulations are required to obtain information about the identity and address of a customer. This process aims to prevent the misuse of the services of obliged entities for unlawful activities such as identity theft, identity fraud or money laundering. Verifying the identity of a customer (or “knowing your customer” –”KYC”) is a legal requirement and an essential aspect of risk management practices.
The legal basis for this processing is Art. 6 (1) lit. c of the GDPR, as we are legally obliged to verify your identity under Anti Money Laundering legislation.
2.2.5. Use of your Data for Marketing Purposes
If you are a User of the CrossLend Services, we will collect additional information from you for marketing purposes. In addition to processing your data to enable registration or to process an investment, we will use your data to send you information via email, SMS, letter or phone about products, services and marketing campaigns that may be of interest to you. You may withdraw your consent for the use of your personal data for marketing purposes at any time without incurring any costs other than the transmission costs at standard rates.
This processing is based on your explicit consent, pursuant to Art. 6 (1) lit. b of the GDPR.
You have the possibility of subscribing to our Newsletter, in which we tell you the latest news about our products and campaigns.
For Newsletter subscriptions we use the so-called double opt-in procedure i.e. we shall only send you the Newsletter by email if you confirm, by clicking a link in our registration email, that you are the holder of the email address provided. Should you confirm your email address, we shall store your email address, the time of registration and the IP address used for the registration for such time until you cancel the Newsletter. This storage serves only the purpose of sending you the Newsletter and providing you with your registration. You can cancel the Newsletter at any time. A link to this effect is placed in every Newsletter. A message to the contact details given above or in the Newsletter (e.g. by email or letter) is likewise sufficient for this. The legal basis is Art. 6 (1) lit. a of the GDPR.
In our Newsletter we use various established technologies to measure user interactions (e.g. opening of the email, links clicked). We use this data in a pseudonymised form for general statistical evaluations and to optimise and develop further our contacts and customer communication. This is done with the aid of graphics which are embedded in the Newsletter (so-called pixels). This data is collected in a pseudonymised way. The legal basis for this is Art. 6 (1) lit. a of the GDPR. In our Newsletter, we aim to share with our customers those topics which are of the most relevance to them. If you do not wish for your user patterns to be analysed, you can cancel the Newsletter or disable graphics in your email program in a standard way.
Unsubscribing from the Newsletter is possible at any time e.g. via the unsubscribe link at the bottom of every Newsletter. Alternatively you can direct your request to unsubscribe at any time to the contact details set out above.
In order to complete your registration as a User of the CrossLend Services, and to keep you updated with the status of your investment and other product-related and service information, we will communicate with you via email, phone, SMS or letter, using the addresses and phone number provided. Users of the CrossLend Services are hereby expressly informed that, in principle, the possibility of third parties being able to view, read, manipulate and/or delete electronically transmitted data cannot be excluded.
The legal basis for this is Art. 6 (1) lit. b of the GDPR, as contacting you serves the purposes of our contractual relationship.
2.2.8. Market and Opinion Research
To improve our services, we may ask you to provide your data for general market and opinion research. We will use your data only for statistical purposes in an anonymised form. Your responses to survey questions will not be published or disclosed to third parties without your consent. We will not store your responses to our surveys in combination with your email address or other personal data.
You may withdraw your consent for the use of your personal data for general market and opinion research at any time without incurring any costs other than the transmission costs at standard rates.
This processing is based on your explicit consent, pursuant to Art. 6 (1) lit. a of the GDPR.
3. Technical Monitoring with New Relic
The CrossLend Services use New Relic, provided by New Relic Inc., 188 Spear Street, Suite 1200, San Francisco, CA 94105, United States of America.
For these purposes, New Relic places a cookie in the cache of your browser. The collected statistical data is used exclusively by the respective CrossLend Service for the purpose of monitoring and is not merged with other New Relic customer data.
HTTP headers (the IP address, browser information and referrers) are processed.
Your collected information is pseudonymised immediately after collection and before storage to exclude any personal reference.
In the event that personal information is transferred to the US, New Relic has submitted to the EU-US Privacy Shield. You can find more information here: https://www.privacyshield.gov/participant?id=a2zt0000000TNPiAAO. For more information about privacy at New Relic, visit https://newrelic.com/termsandconditions/privacy.
The legal basis for processing is Art. 6 para. 1 lit. f) GDPR, namely our legitimate interest in providing and evaluating our services. Your data will only be stored until the processing purpose is fulfilled.
You should never share your login credentials with third parties and you should change them regularly. Every time you leave a CrossLend Service, you should log out of your session and close your browser window to prevent unauthorised users from accessing your account.
5. Right of Access to Information
You have the right at any time to require us to provide information about the processing of your personal data (right of access). When providing you with this information, we shall explain the data processing and supply an overview of the data relating to you which has been stored. Should data stored with us be inaccurate or no longer up-to-date, you enjoy the right to have this data corrected (right to rectification). You can also require the erasure of your data (right to erasure or right to be forgotten). Should the erasure not be possible due to other legal regulations, the data processing will be restricted so that your data is only available to serve the purposes required under those other legal regulations. You can also have the processing of your data restricted if you believe that the data which we have stored is not correct (right to restriction of processing). You also have the right of data portability, which means that we can send you at your request a digital copy of the personal data which you have provided to us.
To exercise your rights as set out here, you can communicate with us at the above contact details. This also applies should you wish to receive copies of guarantees for certification of an adequate data-protection level.
You also have the right to object to the data processing based on Art. 6 (1) lit. e or f of the GDPR. Finally, you have the right to complain to data protection supervisory authorities. You can exercise this right at a supervisory authority in the member country of your place of residence, of your workplace, or of the place of alleged breach. In Berlin, the competent regulatory authority is: Data Protection and Freedom of Information Officer, Friedrichstrasse 219, 10969 Berlin.
6. Right to withdraw consent and object to processing activities
Under Article 7 (3) of the GDPR you have the right at any time to withdraw your consent which you have given previously for the processing of your data. This will mean that CrossLend will no longer process your data based on that previous consent. The withdrawal of consent shall not affect the lawfulness of processing based on consent before its withdrawal.
Insofar as we process your data on the basis of legitimate interests under Art. 6 (1) lit. f of the GDPR, you have the right under Art. 21 of the GDPR to object to the processing of your data and to mention grounds relating to your particular situation that in your opinion speak in favour of prevailing legitimate interests. Where personal data is processed for direct marketing purposes, you have a general right of objection which will also be implemented by us without your stating reasons.