Switchr Loan Agreement, User Agreement and Terms Of Service
Loan agreement between Switchr AS as "Borrower" and Lenders dated 23.12.2020.
Standard terms for granted loans at switchr.com
This Loan Agreement refers to the offer from the Borrower to the public. This agreement states the terms and conditions for the Loan Agreement between the Borrower and the Lender.
The Borrower’s statutory purpose is development and operation of a digital platform for financing renewable energy production, as well as everything that is naturally related to this, including ownership in similar companies, shares and other securities.
The hereby offered Bond is limited to EUR 1 000 000. The Bond is not transferable in a secondary market and can only be redeemed by the Borrower. When the limit is reached, new Investors can only invest to the extent already existing lenders have terminated their bonds.
The minimum maturity is 12 months, with a default maturity period of 10 years. Interest rate of 6% (Ripa) and 4,5% (Falkenberg), plus campaign interest rate when applicable, on the loan will be distributed annually within 31st January.
An investment in the Borrower involves inherent risk. Before making an investment decision with respect to the Bonds, Investors should carefully consider all related risks including the Borrower’s dependence on government subsidies, political risk, changing prices for electricity which may influence on the profitability of the Borrower, Covid-19 related risks, increasing inflation and climate changes.
The Loan Amount under this Loan Agreement will be used to fulfil the Borrower’s vision to allow investors to be a part of the transition to a sustainable future of renewable energy
1. Definitions and interpretation
The following definitions apply in this Loan Agreement:
- Bank account: The bank account of the Borrower in the Norwegian bank DNB with IBAN no. NO4112506218517 and SWIFT/BIC no. DNBANOKKXXX.
- Borrower: Switchr AS, incorporated and registered in Norway with company number 921 200 080 whose registered office is at Markensvegen 1B 2212 Kongsvinger, Norway.
- Business Day: a day other than a Saturday, Sunday or public holiday in Norway when banks in Norway are open for ordinary business.
- Early Repayment Date: any date prior to the Repayment Date, as determined by the Borrower.
- EUR: the official currency of the euro-countries in the European Union
- Event of Default: any event or circumstance specified as such in 8.
- Interest Rate: the interest rate of the Loan Amount, as stipulated
- Lender: the natural person or the entity depositing money related to this Loan Agreement.
- Loan Amount: the principal amount which is deposited by the Lender.
- Loan Agreement: this agreement, which states the terms and conditions for the Lender’s Loan Amount to the Borrower.
- Repayment Date: The last Business Day of January of the year following ten years from the subscription.
In this Loan Agreement a reference to an authorisation includes an approval, authorisation, consent, exemption, filing, licence, notarisation, registration and resolution.
2. The Loan
The Lender grants to the Borrower an unsecured EUR loan of a total principal amount as ordered on the website on the terms, and subject to the conditions, of this Loan Agreement.
3.1 The Borrower shall pay Interest Rate on the Loan Amount at the rate of 6% per annum (Ripa) or 4,5% per annum (Falkenberg), plus campaign interest rate when applicable.
3.2 Interest shall accrue daily and shall be payable in arrear on the last Business Day of each year and on the Repayment Date or on the Early Repayment Date (as the case may be), provided that no interest shall accrue following the Repayment Date or the Early Repayment Date.
3.3 If the Borrower fails to make any payment due under this Loan Agreement on the due date for payment, interest on the unpaid amount shall accrue daily, from the date of non-payment to the date of actual payment, at 0,5 % above the rate specified in 3.1. Interest accrued under this clause 3.3 shall be immediately payable by the Borrower on demand by the Lender.
4.1 Subject to the provisions of this Loan Agreement, the Borrower shall repay the Loan Amount in full on the Repayment Date.
4.2 The minimum maturity is 12 months, with a default maturity period of 10 years. After 12 months, the Lender can apply the Borrower to redeem the Loan Amount.
4.3 Notwithstanding clause 4.1, the Borrower shall on Early Repayment Date be entitled to repay the Loan Amount in full. If the Borrower redeems the Loan Amount on Early Repayment Date, the Lender will receive a premium. The premium will be 1% of the Loan Amount.
4.4 The Borrower has the right to redeem the Loan Amount at any time if any of the following occur;
a) The solar power plant suffers severe physical damages
b) The solar power plant is being sold
c) The Borrower needs to refinance the solar power plant
5.1 All payments made by the Borrower under this Loan Agreement shall be in EUR and in immediately available funds to the Lender at the account designated by the Lender or such other account as the Lender may notify the Borrower.
5.2 If any payment becomes due on a day that is not a Business Day, the due date of such payment will be extended to the next succeeding Business Day, or if that Business Day falls in the following calendar month, such due date shall be the immediately preceding Business Day.
5.3 All payments made by the Borrower to the Lender under this Loan Agreement shall be made in full, without set-off, counterclaim or condition and free and clear of and without any deduction or withholding, provided that if the Borrower is required by law or regulation to make such deduction or withholding, it shall ensure that the deduction or withholding does not exceed the minimum amount legally required.
5.4 This Loan Agreement applies to all Lenders until the Borrower has loaned 1 million EUR. Thereafter, the Borrower will not accept any additional Loan Agreements. New lenders will only be accepted insofar as existing lenders terminate their contract.
6. Representations and warranties by the Borrower
The Borrower makes the representations and warranties set out in this 6 to the Lender on the date of this Loan Agreement.
6.1 The Borrower:
a) is a duly incorporated limited liability company validly existing under the law of its jurisdiction of incorporation; and
b) has the power to own its assets and carry on its business as it is being conducted.
c) the entry into and performance by it of this Loan Agreement do not and will not contravene or conflict with the Borrower's constitutional documents.
6.2 The Borrower has obtained all required authorisations to enable it to enter into, exercise its rights and comply with its obligations in this Loan Agreement and to make it admissible in its jurisdiction of incorporation. Any such authorisations are in full force and effect.
6.3 The Borrower's obligations under this Loan Agreement are legal, valid, binding and enforceable in accordance with terms.
7. Representations and warranties by the Lender
7.1 The Lender makes the representations and warranties set out in this 7 to the Borrower on the date of this Loan Agreement.
7.2 The Lender (if a natural person) is of age and is domiciled within the EEA area and has the capacity to enter into binding contracts.
7.3 The Lender (if an entity) has the appropriate legal authority to enter into this Loan Agreement and the person acting on behalf of the Lender is duly authorised to do so. The Loan Amount will not contravene or conflict with the Lender's constitutional documents.
8. Events of default
Each of the events or circumstances set out in this 8 (other than 8.4) is an Event of Default.
8.1 The Borrower fails to pay any sum due under this Loan Agreement for more than ten Business Days following the due date.
8.2 Any action, proceedings, procedure or step is taken for winding up or dissolution of the Borrower.
8.3 The Borrower ceases to carry on all or a substantial part of its business.
8.4 On and at any time after the occurrence of an Event of Default which is continuing, the Lender may by notice to the Borrower: declare that the Loan Amount (and all accrued interest) are immediately due and payable, whereupon they shall become immediately due and payable.
9. Collecting of personal data and record keeping
9.2 The Borrower will keep the information for as long as the due performance of this Loan Agreement by the parties renders necessary, and thereafter as required by Norwegian law.
If any provision (or part of a provision) of this Loan Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this clause shall not affect the legality, validity and enforceability of the rest of this Loan Agreement.
11. Assignment and transfer
The Lender may not assign or transfer the Loan Agreements or any of its rights and obligations under this Loan Agreement. The Loan Agreement can only be redeemed by the Borrower.
12. Governing law and jurisdiction
12.1 This Loan Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Norway.
12.2 Each party irrevocably agrees that, subject as provided below, the courts of Norway shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this Loan Agreement or its subject matter or formation.