TERMS OF USE

This Platform and its Services are operated and provided by Bridge Peer Financial Limited trading as Property Bridges, registered in Ireland, company number 603092. Our registered office is at 22 Fitzwilliam Street Upper, Dublin, D02 WR82, Ireland.

The following Terms of Use explain (i) how a user can register on the Platform (ii) how the lending process works including Auto Invest (iii) how the borrowing process works (iv) how a Loan Agreement is formed, the framework terms of a Loan Agreement and how a Loan is secured (v) the conditions under which a Loan may be sold (vi) the role of Property Bridges and the rights and obligations of Property Bridges and (vii) exclusions from liability, intellectual property rights, and other general conditions applicable to the Platform and the use of the Platform.

These Terms of Use are deemed to incorporate (i) the Conditions (ii) the API Terms (iii) the Privacy Statement and (iv) the Cookies Policy.

Please read these Terms of Use and print off a copy for your future use.

By using this Platform, and the Services provided, you confirm that you have read, understood and agree to be bound by these Terms of Use, and where you are acting on behalf of a corporate, that you are authorised to bind the corporate. If you do not agree to these Terms of Use, you must stop using the Platform immediately.

The agreement for a Loan between each relevant Lender and a relevant Borrower is comprised of (i) these Terms of Use, (ii) the Loan Agreement (as the same may be amended from time to time in accordance with these Terms of Use) (iii) the Security Trust Deed and (iv) Related Security Documentation, and should any conflict arise, the Loan Agreement will prevail.

We may amend these Terms of Use as set out in condition 12 below.

CONDITIONS

1. Definitions

Act: means the Companies Act 2014 as may be amended or extended from time to time.

API: means an application programme interface which is operated by Property Bridges or any company providing services to Property Bridges such as MangoPay.

API Terms: means the API Terms and Conditions accessible through Condition 5.3 below.

Auto Invest: means the automatic investing tool available to a Lender on the Platform resulting in automatic participation in a Loan which meets that Lender’s Investment Criteria.

Arrangement Fee: means a fee payable by a Borrower to Property Bridges for arranging the Loan.

Borrower: means a legal entity (limited company) who is not a Consumer and who warrants and undertakes and otherwise complies with these Terms of Use and who is accepted by Property Bridges in order to borrow and whose details are registered as a Borrower on the Platform by Property Bridges.

Borrower Bank Account: means an account with an authorised credit institution in Ireland, details of which the Borrower must provide to Property Bridges in order to transfer funds to Property Bridges and receive funds from Property Bridges.

Borrower’s Cancellation Fee: means the fee as determined by Property Bridges, to be paid by a Borrower should a Borrower either do nothing or fail to accept offers to fully fund its loan application within the acceptance period.

Client Account: means an account held by MangoPay in ING Bank Luxembourg. All money transferred into a User’s wallet on Property Bridges will be held at this Client Account and not with Property Bridges.

Content: means any item, data, material or information, video, audio clips, graphics, features, the contents and design of the Platform and the Services and any material emailed or made available to a User or otherwise supplied to the User in conjunction with the Platform and or the Services or otherwise made accessible by Property Bridges or its licensors through the Services.

Cookies Policy: means the cookies policy accessible on the Platform at www.propertybridges.com/cookies.

Conditions: means conditions 1 to 29 inclusive below and any other document incorporated by reference. The Conditions also include any amendments thereto made from time to time by Property Bridges.

Consumer: means a person defined as such in (i) the Consumer Credit Act 1995 as amended or (ii) the Consumer Rights Directive (Directive 2011/83) or (iii) the eCommerce Directive (Directive 2000/31).

CRO: means the Companies Registration Office in Ireland.

Deposit Guarantee Scheme: means the Deposit Guarantee Scheme administered by the Central Bank of Ireland.

Due Diligence Fees: means a fee payable by the Borrower to Property Bridges at drawdown in respect of the due diligence carried out on the Loan.

Financial Ombudsman Service: means the service provided by the Financial Services and Pensions Ombudsman in resolving complaints against regulated financial service providers.

GDPR: means the General Data Protection Regulation.

Intellectual Property Rights: means for the purposes of these Terms of Use, trademarks, service marks, trade and business names, domain names, rights in designs, patents, copyrights, database rights, moral rights and rights in know-how and other intellectual property rights in each case whether registered or unregistered and including applications for the grant of the foregoing and all rights or forms of protection having equivalent effect to any of the foregoing, which may subsist anywhere in the world.

Investment Criteria: means the criteria that a Lender can choose to suit their taste in investments in respect of the Auto Invest feature, to include but not limited to investment amount, loan category, maximum term, and risk.

Lender: means a natural or legal person who warrants and undertakes and otherwise complies with these Terms of Use and who is accepted by Property Bridges to lend and whose details are registered on the Platform by Property Bridges as a Lender.

Lender Bank Account: means an account with an authorised credit institution in Europe and all other countries not listed in the MangoPay S.A. restrictive countries list, details of which the Lender must provide to Property Bridges in order to transfer funds to the Client Account and receive funds from the Client Account.

Loan: means such sum as is agreed to be advanced by a Lender(s) to a Borrower (including through Auto Invest).

Loan Agreement: means a loan agreement entered into pursuant to these Terms of Use by (i) Property Bridges as agent for the Lender(s) (ii) the Security Trustee and (iii) the Borrower and which is generated by Property Bridges and contains the key terms and conditions relating to the Loan.

MangoPay: means the mangopay.com website which is the property of MANGOPAY, a public limited company incorporated in Luxembourg, with registered offices at 59 Boulevard Royal, L-2449 Luxembourg, listed under Number B173459 on the Luxembourg Trade and Company Register, and approved as an electronic money institution by the Financial Sector Regulator (CSSF).

Money Laundering Legislation: means the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 as amended from time to time.

Operational Hours: means during the hours of 9am to 5.30pm on weekdays other than bank or public holidays.

Password: means as required by Property Bridges from time to time, a unique letter, punctuation and number combination which as a Lender or Borrower you are required to create, from time to time, in order to access and use the Platform.

Payment Services: are the payment and other services provided by MangoPay and accessible through the API, detailed at (iv) and (v) below under the definition of Services, and all Client Account services as defined in condition 5.3 below.

Platform: means the hardware and software systems operated by Property Bridges which enables the provision of the Services and the operation of the Platform. The Platform includes the website https://www.propertybridges.com and all Content.

PMS Consent: means the Proxy Management Service consent that a User provides to enable Property Bridges to act on behalf of the User in connection with the operation of the Client Account, including the execution of payment instructions, the updating of wallet balances, and the allocation of funds through the Auto Invest feature, all within the framework of the Payment Services provided by MangoPay.

Privacy Statement: means the privacy statement, referred to on the Platform and accessible at www.propertybridges.com/privacy.

Property Bridges: means Bridge Peer Financial Limited registered in Ireland, company number 603092, having its registered office at 22 Fitzwilliam Street Upper, Dublin, D02 WR82, Ireland.

Related Security Documentation: means all security documents detailed in the Loan Agreement providing security over the relevant assets of the Borrower (and any applicable third parties or other obligors) in favour of the Security Trustee in order to secure the Loan.

Security Trust Deed: means a deed whereby the Security Trustee acknowledges and confirms that it holds all Related Security Documentation from a Borrower on trust for the relevant Lenders party to a particular Loan Agreement.

Security Trustee: means Pbridge1 Designated Activity Company registered in Ireland, company number 590615, having its registered office at 22 Fitzwilliam Street Upper, Dublin, D02 WR82, Ireland, a wholly owned subsidiary of Property Bridges.

Services: means the services of (i) introducing prospective lenders to prospective borrowers and prospective borrowers to prospective lenders (ii) the development of standard Loan Agreements and Related Security Documentation documents (iii) providing a process for the entering into a Loan Agreement by a Lender with a Borrower (iv) providing where so agreed by Property Bridges a process for the collection of monies due under a Loan Agreement by a Borrower and the remittance of monies received into the Client Account to the relevant Lender(s) (v) permitting access to Payment Services and the services provided by MangoPay and (vi) where agreed with a Lender, to collect sums under a Loan Agreement for a Lender, or to enforce any security taken under the Related Security Documentation over a Borrower’s assets.

Spyware: means any form of malicious software which enables a User to obtain or gather information about Property Bridges or another User on the Platform without the consent of Property Bridges or that User.

Term: is the period specified in a Loan Agreement representing the term of that Loan Agreement.

User: means a Lender or a Borrower or a potential Lender or potential Borrower.

Us / We: means Property Bridges.

Viruses: means “virus” or “worm”, “trojan horse”, “trap door”, “software switch”, “time” or “logic bomb”, “disabling code” or “routines”, or “expiration dates”.

VOP: means Verification of Payee, being a security feature operated by MangoPay.

Working day / business day: is a weekday in Ireland that is not a national bank or public holiday.

1.2 Any reference express or implied to a law in these Terms of Use includes: (a) references to that law as amended, extended or applied by or under any other law, before or after the date of these Terms of Use; (b) references to any law which that law re-enacts, with or without modification; and (c) references to any sub-ordinate legislation made before or after the date of these Terms of Use under any law including one within (a) or (b).

1.3 Any reference to a person means a natural person or a company as the context requires and as permitted by these Terms of Use.

2. Registration and Related Conditions

2.1 When you access the Platform and register as a Lender or a Borrower, you warrant and / or undertake as the case may be to Property Bridges each time you use the Platform:

2.1.1 (a) in the case of an individual, you are over 18 years of age, and that you are not a nominee for anyone else; (b) in the case of a company, that the company is an Irish registered company in the CRO; (c) you are not bankrupt or insolvent or the subject of any court judgement, nor are you on any sanctions or financial sanctions list; (d) that you will not allow any other person to use the Platform and the Services under your name, nor will you in using the Platform or the Services pretend you are someone else; (e) where you provide money for a Loan Agreement as a Lender, it is with your own money and not with money belonging to or owing to a third party(ies); (f) where you enter a Loan Agreement as a Borrower that you require the Loan and will use the Loan for the purpose specified in the Loan Agreement; (g) you are only using the Platform and the Services for your own benefit and not for the purposes of providing services to others; (h) where you are a company, whether a Borrower or Lender, that the person signing all documents on behalf of the company has the authority to bind the company.

2.1.2 when prompted by the Platform, to provide answers to security questions as specified by Property Bridges from time to time;

2.1.3 to create and register a username, a Password or change a username or Password when required by us. When you register with us or access the Platform, you undertake to provide us with a username and email address and Password and ensure that each username and Password complies with these Terms of Use;

2.1.4 to provide such information as we may require from time to time including without limitation, the correct name, registered office and place of business and registration number in the case of a company, or home address (in the case of an individual), and a correct email address;

2.1.5 to provide from time to time such evidence of identity, address or other information including without limitation source(s) of funds, as required by Money Laundering Legislation.

2.2 You undertake to Property Bridges whether you are accepted for registration as a Borrower or a Lender:

2.2.1 to (i) keep the Password (and any substitute or new Password), and each of the answers to each of the security questions confidential and secure at all times; (ii) not use or attempt to use another User’s account details and not to impersonate any person or entity. You are fully responsible for all information and activity on the Platform in respect of yourself and use of the Services by anyone using your username and Password whether or not authorised by you;

2.2.2 to notify us immediately at team@propertybridges.com if you have forgotten your Password or if you believe your Password has been used without your permission;

2.2.3 to notify us immediately at team@propertybridges.com of any breach of security in respect of the Platform or the Services or your systems, or of any loss, theft or unauthorised use of a username, Password or security information;

2.2.4 when using the Platform and the Services, that your use is secure and that your access to the Platform is not left unattended and that any Password or security information is not retrievable from the Platform by others;

2.2.5 to comply fully with all Property Bridges instructions related to accessing and using the Services, the Platform and the API;

2.2.6 to use the Platform and the Services only for lawful purposes and in accordance with these Terms of Use, and to use the API only in accordance with terms and conditions accessible through it;

2.2.7 not to use meta tags or any other hidden text using Property Bridges’ name. You also undertake not to link or attempt to link the Platform with other platforms or services or use meta tags or other devices containing any reference to us in order to direct a person to any other platform or services;

2.2.8 not to (i) use the Platform in any way that causes, or is likely to cause, the Platform or access to it to be interrupted, damaged or impaired in any way; or act in a way that could damage, disable, overburden, impair or compromise our systems, servers or security or interfere with other users; (ii) use automated scripts to collect information from or otherwise interact with the website; (iii) collect or harvest any information or data from the website or our systems or attempt to decipher any transmissions to or from the servers running the website; or (iv) act in any way which breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

2.2.9 to ensure no Viruses or Spyware are introduced into the Platform;

2.2.10 not to introduce onto the Platform any item, information or material which is confidential to others or which infringes the Intellectual Property Rights of any other person;

2.2.11 to be responsible for the accuracy and completeness of all items, material or information which you input into the Platform;

2.2.12 not to use the Platform or the Services in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

2.2.13 not to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation on the Platform;

2.2.14 not to adapt or circumvent the Platform or its controls, whether access related or otherwise, nor attempt to access the Platform other than by using the username, Password and answers to security questions and by following the instructions provided by the Platform;

2.2.15 not to select or use as a username or domain name a name which another party has Intellectual Property Rights in, unless under licence from that other party, nor to use as a domain name or username, any name which is defamatory, offensive, vulgar, obscene or in breach of any applicable law or code of practice;

2.2.16 to provide such information in relation to the Borrower Bank Account as we or MangoPay require from time to time, including without limitation account number, IBAN, and any information required in compliance with VOP.

3. Applying as a Lender

3.1 When applying to lend through the Platform and when accepted, you undertake, in addition to all applicable undertakings in condition 2 above:

3.1.1 to open and maintain the Lender Bank Account and ensure that funds transferred to the Client Account are transferred only from the Lender Bank Account, and that funds transferred from the Client Account to you can be transferred to the Lender Bank Account;

3.1.2 to provide such information in relation to the Lender Bank Account as we or MangoPay require from time to time, including without limitation account number, IBAN, and any information required in compliance with VOP.

3.2 You authorise Property Bridges to effect any searches, including legal searches, and make enquiries with any third party in order to verify any information provided by you and to enable Property Bridges to comply with its obligations at law including under Money Laundering Legislation. You acknowledge that if you do not provide us with all information required, you will not be able to lend through the Platform.

3.3 You warrant that all information provided by you on the Platform to Property Bridges and to MangoPay (where required) is true, accurate and complete.

3.4 You acknowledge that Property Bridges has complete discretion whether to register you on the Platform and if accepted, how much you can lend. You will be notified by us if and when accepted for registration as a Lender, and at that stage your account on the Platform will be notified to you and titled ‘Account / Dashboard’.

4. Lending on the Property Bridges Platform

4.1 When accepted for registration on the Platform, you will be able to login to your secure account using the username and password you have provided. This is labelled ‘Account’ on screen.

4.2 Property Bridges reserves the right to place any restriction or condition under which a Lender may lend to a particular Borrower or to different Borrowers via the Platform.

4.3 The Platform will display several different categories of investors. Investor categories are based on guidelines set out by the Central Bank of Ireland. The different risk classifications are explained during the account set up process.

4.4 The interest rate for each Loan is determined by Property Bridges based on risk factors, security, and the current applicable market rates for property and development loans. The interest rate must be accepted by the Borrower before the application process can proceed. The interest rate applicable to a Loan will be set out in the offering card.

4.5 To lend as a Lender you must have transferred funds from your Lender Bank Account into the Client Account and have received confirmation from MangoPay via Property Bridges that the funds have been cleared by MangoPay. Your cleared funds will be displayed in the dashboard of your user account. Funds placed by you in the Client Account will be held and administered on the terms accessible through the API. You acknowledge and agree that we have complete discretion to specify the method by which you may transfer funds into the Client Account.

4.6 As a Lender, the limit which you can lend at any one time will be viewable in your ‘My Wallet’ accessible through the Platform. It will be labelled “spendable balance”. This represents monies paid into the Client Account which have cleared. This balance will reduce as offers to lend are made or Loan Agreements are entered into. Interest will be accrued throughout the duration of the Loan and deposited into the Client Account at the expiration of the Term.

4.7 A Lender who has been accepted by Property Bridges may make offers to lend in such minimum amounts, for such term, and at such interest rate as specified on the Platform from time to time. Each loan offer made by a Lender is subject to a 4 day pre contractual reflection period during which the Lender may cancel the investment. After expiry of the 4 day period, the loan offer becomes binding on the Lender. Once a loan application is fully funded by one or more Lenders, the relevant Lenders shall be deemed to enter into the Loan Agreement on the terms generated by the Platform, which supplement these Conditions of Use, and which are entered into by Property Bridges and the Security Trustee on behalf of the Lender(s). Notwithstanding the above, Property Bridges may proceed with the completion and funding of a loan prior to the expiry of the 4 day reflection period. In such circumstances: any Lender exercising their right of cancellation within the reflection period shall be released from the investment without penalty; and Property Bridges may replace the cancelled commitment with alternative funding.

4.8 In a situation where two Lenders make identical loan offers at the same interest rate in respect of a particular loan application, then the Lender who offered first will have their loan offer ranked in preference of the second and subsequent loan offers.

Auto Invest

4.9 A Lender may elect to activate the Auto Invest feature on the Platform by selecting predefined Investment Criteria.

4.10 Where Auto Invest is activated, Property Bridges will automatically allocate available funds held in the Lender’s “My Wallet” to Loan opportunities that match the selected Investment Criteria at the time such opportunities are made available on the Platform.

4.11 Auto Invest operates on a non discretionary basis strictly in accordance with the Investment Criteria selected by the Lender. Property Bridges does not provide investment advice or portfolio management in connection with the Auto Invest feature.

4.12 Funds will only be allocated where sufficient cleared balance is available in the Lender’s Client Account at the relevant time. Where a Loan is oversubscribed, allocations may be made on a pro rata or other fair and reasonable basis determined by Property Bridges.

4.13 Each investment made through the Auto Invest feature remains subject to the 4 day pre contractual reflection period during which the Lender may cancel the investment in accordance with applicable law.

4.14 Property Bridges does not guarantee that funds will be allocated to any Loan or that available Loan opportunities will match the Lender’s Investment Criteria at all times.

4.15 Property Bridges shall not be liable for any loss arising from the non allocation or partial allocation of funds where the Auto Invest feature operates in accordance with the Lender’s selected criteria.

4.16 The Lender may amend or deactivate the Auto Invest feature at any time via the Platform. Any such amendment or deactivation will apply only to future allocations and will not affect investments already made.

Key Investment Information Sheet (KIIS)

4.17 Property Bridges prepares and publishes a Key Investment Information Sheet (KIIS) for every project listed on the Platform. The KIIS is accessible under the ‘Invest’ section, which contains detailed information on each offering. As a Lender, it is strongly recommended that you read same.

5. Client Account Services and the API

5.1 Property Bridges does not hold Client Monies. The Client Account and the Payment Services are provided by MangoPay.

5.2 Payments to the Client Account are accepted by MangoPay bank transfer or debit card in Euro. All other conversion or transfer fees in respect of currency exchanges shall be borne by the party specified in the API Terms.

5.3 Any funds transferred by a Lender to the Client Account will be held in a segregated account for that Lender held with MangoPay. Please note that your funds are not protected by the Deposit Guarantee Scheme and you do not have access to the Financial Ombudsman Service should you require any help. The MangoPay terms and conditions are accessible through the API here.

5.4 The API permits Lenders and Borrowers who have been accepted by Property Bridges to access the Payment Services including applications necessary to use the Payment Services.

5.5 An accepted Lender or an accepted Borrower who has been given an access number to the API undertakes to Property Bridges and to MangoPay to be bound by the MangoPay terms and conditions which must be accepted prior to using the API. If you are unable to comply with the MangoPay terms and conditions you must immediately discontinue using the Platform.

5.6 While using the API, you as an accepted Lender or an accepted Borrower continue to be bound by the Terms of Use. If there is any conflict between the MangoPay terms and conditions and the Terms of Use, the Terms of Use shall prevail.

5.7 You acknowledge that interest will not be paid on any sums in the Client Account by MangoPay unless specified in the API Terms. Any interest which may accrue in the Client Account will be used to cover the costs incurred by MangoPay of managing the Client Account. Funds transferred by a Lender to the Client Account which are the subject of a loan offer will be transferred to the Borrower or the Borrower’s legal representative once the Loan Agreement and Related Security Documentation has been executed by the Borrower and returned to the legal representative acting for Property Bridges in that particular Loan. Funds may be transferred from the Client Account directly or indirectly to the Borrower, the Borrower’s legal representative, the vendor’s legal representative, or to an approved third party (including, where applicable, a third party funder in the case of a refinance), in each case in accordance with the completion of the relevant transaction.

5.8 Detailed records are kept and reconciled on a daily basis by MangoPay which clearly outlines each Lender’s share of the Client Account, and which a Lender can view in their My Account area on the Platform.

5.9 Once funds have been received into the Client Account from the relevant Borrower Bank Account, the Lender will receive a notification within 24 hours and the funds will be visible in the Lender Bank Account as “Available Funds”.

5.10 Certain functionalities of the Platform — including the timely updating of your wallet balance, the allocation of funds under the Auto Invest feature, and the funding of offerings — depend on Property Bridges holding a valid PMS Consent from each User. The PMS Consent is given through the “Consent” section of the User’s account on the Platform.

5.10.1 New Users will be prompted to provide the PMS Consent during onboarding and, in any event, before they may make their first investment on the Platform. A User who has not provided the PMS Consent will not be able to make investments on the Platform.

5.10.2 Existing Users will be notified by Property Bridges that the PMS Consent is required and will have thirty (30) days from the date of that notification to provide the PMS Consent through the “Consent” section of their account. Where an existing User does not respond within that period and continues to use the Platform after the expiry of the 30 days, the PMS Consent shall be deemed to have been given by the User in accordance with condition 12 (Amendments to the Terms of Use). The User may withdraw the PMS Consent at any time by contacting team@Propertybridges.com; withdrawal of the PMS Consent will not affect the lawfulness of any processing or transaction carried out before withdrawal but may result in the restrictions described in condition 5.10.3 applying to the User from the date of withdrawal.

5.10.3 Where a User has not given, or has withdrawn, the PMS Consent, Property Bridges may restrict or suspend the User’s access to specific Platform functionality, including without limitation the updating of wallet balances, participation in the Auto Invest feature, and the ability to participate in fully funding offerings, until the PMS Consent is provided.

6. Loan Repayments

6.1 All Borrower repayments and interest must be paid without deduction of tax by the Borrower to the Client Account. Upon the completion of the Loan, Property Bridges will then instruct MangoPay to transfer the initial capital and interest to the Lender’s account.

6.2 Each Borrower undertakes to repay the principal and interest without deduction of tax in accordance with the conditions of the Loan Agreement.

6.3 Property Bridges will provide a statement (accessible through ‘My Account’) within 30 days of the end of each year of the Term of the Loan to the Lender, setting out the interest to be paid to the Lender.

6.4 The Lender is solely responsible for all corporation tax or income tax on repayments including interest paid by a Borrower to that Lender, via the Client Account, and holds Property Bridges freed and discharged from all and any liability in this regard.

7. Registration as a Borrower

7.1 You acknowledge that Property Bridges has complete discretion whether to register you on the Platform as a Borrower and if accepted, how much you can borrow. You further acknowledge that a Borrower must be an Irish registered company in the CRO.

7.2 You acknowledge and agree that Property Bridges does not advise a Borrower whether or not to enter into a Loan Agreement and that the decision whether or not to do so, is a decision entirely for each Borrower and its legal and professional advisors.

7.3 If and when accepted for registration on the Platform as a Borrower, you will be notified by email and will be able to access your account using the username and password you provided.

7.4 When registering as a Borrower, in addition to the undertakings in condition 2, you undertake to Property Bridges, or authorise Property Bridges, or warrant as specified below:

7.4.1 where you register as a Borrower, that each of the directors of the Borrower comply with the Act and are not required to vacate office in accordance with the Act, or are not disqualified or restricted from acting as a director;

7.4.2 to open and maintain the Borrower Bank Account and ensure that funds transferred to the Client Account are transferred from the Borrower Bank Account;

7.4.3 you authorise Property Bridges to effect any searches and make enquiries with any third party in order to verify any information provided by you and to enable Property Bridges to comply with its obligations at law including under Money Laundering Legislation. You acknowledge that if you do not provide us with all information required, you will not be able to borrow through the Platform;

7.4.4 you warrant that all information provided by you from time to time is true, accurate and complete;

7.4.5 you undertake as a Borrower to Property Bridges to comply promptly with the Loan Agreement and your obligations under the Security Trust Deed and all Related Security Documentation, including to repay all monies borrowed and owed pursuant to a Loan Agreement and the Security Trust Deed and Related Security Documentation when required to do so.

8. Borrowing from One or More Lenders

8.1 In order to make a loan application, you must provide such information as may be required by Property Bridges from time to time, including the amount of the Loan required and the proposed Term.

8.2 A director or more than one director of the Borrower may be required to provide a personal guarantee where specified as a pre-condition of a Loan Agreement.

8.3 The Loan Agreement will require that the Borrower enters into the Security Trust Deed and Related Security Documentation and provides such additional security and documentation as may be specified in the Loan Agreement.

8.4 You acknowledge and agree and consent to Property Bridges carrying out relevant credit and fraud checks on the directors, officers and shareholders of the Borrower making the loan application and on the Borrower’s credit history. In this regard Property Bridges will use one or more of our credit reference agencies.

8.5 You acknowledge and agree that Property Bridges has complete discretion whether to allow your loan application to be published on the Platform. Property Bridges may, at our discretion, amend or remove any details you as Borrower have provided on your loan application.

8.6 The loan application once accepted by Property Bridges will be posted to and displayed on the relevant page of the Platform and will be viewable by Lenders.

8.7 Once the loan application is posted on the Platform, prospective Lenders may make offers to lend on the loan application. Once an offer to lend on your loan application has started, you will not be able to amend the contents of the loan application. If you accept a loan you will not be able to amend the contents of the loan application. A publication period for the loan application on the Platform will be agreed by Property Bridges with you before the loan is published on the Platform.

8.8 You undertake to Property Bridges as required and prior to any funds release to you as Borrower, to execute a direct debit with MangoPay or with any payment service provider nominated by Property Bridges, in order to facilitate monthly repayments. Once the Loan Agreement, the Security Trust Deed and Related Security Documentation has been executed and all conditions in the Loan Agreement fulfilled, the loan monies in the Client Account received from the Lenders, less the Due Diligence Fee, is then transferred to the Borrower’s Bank Account or the account of the Borrower’s legal representative as may be applicable.

8.9 In the event that a Borrower’s loan application request has not been fully funded by the end of the pre-agreed publication period, Property Bridges will remove the loan application from the Platform. In such an event, all offers to lend made by one or more Lenders will expire and any Due Diligence Fee paid by a Borrower to Property Bridges in respect of the loan application will be retained by us.

8.10 The Platform does not currently allow a Borrower to accept a loan for an amount less than the amount of the Borrower’s loan application request.

8.11 If a Borrower decides not to accept an offer or offers from a Lender or Lenders to fund the loan application or the Borrower does nothing, the loan offers will lapse at the end of the acceptance period. Thereafter the loan offers are deemed to be withdrawn and that loan application will be cancelled and will be removed from the Platform. A Borrower is not under an obligation to accept offers to fully fund its loan application; however if the Borrower does not accept within the acceptance period or does nothing, the Borrower must pay a Borrower’s Cancellation Fee.

9. Loan Agreements

9.1 Each Borrower agrees that all notices and communications to be given to a Lender will be sent to Property Bridges’ address on the Lender’s or Lenders’ behalf, and that this is sufficient to identify the Lenders for the purposes of the Loan Agreements and the Related Security Documentation, and also constitutes adequate notice or adequate communication to the Lender concerned for the purposes of these Terms of Use.

9.2 It is not currently possible to sell parts of loans on the Platform, nor is it possible to transfer the rights and obligations in respect of parts of loans on the Platform.

9.3 The Security Trust Deed on a given Loan Agreement will be held in the name of the Security Trustee. Its sole purpose is to hold security for and on behalf of the Lender or Lenders concerned pursuant to all Related Security Documentation, and to hold the legal rights, title and interest to any Loan which has defaulted.

9.4 In the event that a Borrower fails to make a payment when due or defaults in any obligations on a Loan, each Lender hereby authorises Property Bridges and / or the Security Trustee to collect the outstanding debt and to instruct the Security Trustee to enforce any security on your behalf. In such circumstances, each Lender agrees that the Security Trustee will act on your behalf as Lender in respect of the Borrower’s liabilities to you under the Loan Agreement. All communications to a Borrower will be made by Property Bridges acting on behalf of the Security Trustee.

9.5 Where Property Bridges or the Security Trustee have been provided with information by a relevant Borrower, Property Bridges or the Security Trustee may provide to you as Lender certain information about the assets of that Borrower and / or an asset register detailing such assets together with the estimated retail value of such assets on enforcement. In such circumstances, any assets valuation provided will be indicative only and the actual value recovered may be less or more as the case may be.

9.6 The Security Trustee is irrevocably appointed by each Lender to hold the assets charged under the Security Trust Deed upon trust for all Lenders on a particular Loan. The Security Trustee shall have certain powers and discretions conferred by law on trustees and may also rely on representations, notices or documents believed to be genuine and appropriately authorised, and any statements made by any director, authorised signatory, or employee of the Borrower regarding any matters relating to a Borrower which may reasonably be assumed to be within their knowledge or within their power to verify.

9.7 If the Security Trustee is required to enforce any Related Security Documentation and any proceeds of recovery become available, it is possible that the available proceeds will not be sufficient to discharge all obligations owed by the Borrower at that time to the Lenders under the relevant Loan Agreements. If that is the case, then the Lender shall only be entitled to recover their proportionate share of such recoveries. In addition, it is possible that there may be other creditors of the Borrower who have claims that may be recovered prior to those of the Security Trustee. Therefore, the existence of the Related Security Documentation is not a guarantee of all repayments in the event of failure by the Borrower to meet its repayments.

9.8 Each Lender agrees that the Security Trustee shall be entitled to be repaid and reimbursed out of the proceeds of any recovery and that the reasonable costs incurred by Property Bridges or on behalf of the Security Trustee in enforcing the security or in complying with a Lender’s instructions in respect of enforcement, may be deducted from any sums recovered in priority of any repayment to a Lender. If a Borrower misses, fails to pay or only partially pays any monthly instalment, or if the Borrower is otherwise in breach of these Terms of Use, the Loan Agreement or the Related Security Documentation, the Loan may be placed in default and we may engage field agents to attempt to collect the total amount outstanding. The field agents may deduct up to 20% of the amount they recover from the Borrower and the remaining proceeds will be distributed to relevant Lenders.

9.9 If the Loan is placed in default, Property Bridges will notify you by way of electronic communication to your account on the Platform. All Lender rights in respect of default will be assigned to the Security Trustee to hold as legal owner on trust for the Lenders. You as Lender agree to such assignment, and this will be done to enable us to commence legal proceedings against the Borrower for the full amount outstanding. Property Bridges acting on behalf of the Security Trustee will then investigate the amount of debt that is likely to be recovered. If we deem it appropriate, we will instruct solicitors to issue the appropriate court proceedings to recover the debt. The Security Trustee will pay to Lenders their proportionate share of any funds successfully recovered, less all costs incurred during that recovery process.

10. Property Bridges Fees

10.1 The following fees are payable under these Terms of Use and / or under a Loan Agreement:

Borrower Loan Fee: as set out in the Loan Agreement.

Lender Loan Fee: There is no Lender fee.

10.2 A Borrower who has entered into a Loan Agreement acknowledges and agrees that Property Bridges will issue an invoice to the Borrower for the Arrangement Fee through the My Account area of the Platform. The Borrower undertakes to pay the Arrangement Fee plus VAT (if applicable) within 30 days of the date of the Property Bridges invoice.

11. Business Continuity

In the event that Property Bridges should cease to operate, or in the opinion of Property Bridges is likely to cease to operate, Property Bridges shall transfer the loan servicing obligations to Lenders and Borrowers under these Terms of Use, to a third-party loan servicing entity. In such an event, no Lender is entitled to assign or transfer any Loan Agreement it had previously entered into.

12. Amendments to the Terms of Use

Property Bridges may at its discretion make changes to these Terms of Use. In the event of any changes being made, Property Bridges will place a notice of the change on a prominent position on the Platform, together with the amended Terms of Use. It is the User’s responsibility, whether registered as a Lender or a Borrower, to check the Terms of Use from time to time, and the User’s continued use of the Platform whether as Lender or Borrower after any change to these Terms of Use has been published will be deemed to be their acceptance of the changes.

13. Termination of Rights to Access and Use the Platform

13.1 Property Bridges may terminate a User’s rights to access and use the Platform at any time and for any reason including but not limited to any one of the following occurring:

(a) Whether as Lender or Borrower you are in breach of the Terms of Use, or you are in breach of any regulatory requirements relating to your activity as a Lender or a Borrower;

(b) You are in breach of a Loan Agreement, a Security Trust Deed or any Related Security Documentation;

(c) We suspect that you have committed fraud, been involved in money laundering or other criminal activities;

(d) You use the Platform to send, use or re-use any material that is illegal, offensive, abusive, indecent, defamatory, obscene or malicious, or in breach of copyright, trademark, confidence, privacy or any other right, or is otherwise injurious to third parties or objectionable;

(e) You use the Loan for a purpose that is contrary to the provisions of the Loan Agreement.

13.2 Any termination by Property Bridges of a User’s rights of access and use of the Platform shall (i) not relieve a Borrower from any obligation of the Borrower under a Loan Agreement, a Security Trust Deed, any Related Security Documentation or any obligation of a Borrower under these Terms of Use which remains unfulfilled or which by its nature survives such termination; and (ii) not cause the termination of any right granted to Property Bridges under these Terms of Use or granted to the Security Trustee under these Terms of Use.

14. The Services

14.1 Subject to compliance with these Terms of Use, access to the Services is available to Users during the Operational Hours.

14.2 Occasionally it may be necessary to interrupt the Services to carry out essential or routine maintenance, upgrade or repair work.

14.3 If for any reason the Services are interrupted or unavailable or the User is unable to access the Services, the User should contact team@propertybridges.com by email and explain the extent of the difficulty.

15. Property Bridges Rights, Obligations and Exclusions

15.1 Property Bridges may refuse to act on any instruction whether from a Lender or a Borrower which Property Bridges considers: (a) was unclear; (b) was not given by the person concerned; or (c) where the Lender or Borrower concerned is in breach of any of these Terms of Use.

15.2 Each User agrees that Property Bridges has the right to disclose a User’s identity to any third party who is claiming that any items, material or information uploaded by a User to our Platform constitutes a breach of their Intellectual Property Rights, or of their right to privacy.

15.3 The Lender, subject to the functionality set out in the Platform and these Terms of Use, retains complete control and discretion over whether or not to make a Loan to a Borrower and over all aspects of its participation in a Loan. Nothing Property Bridges does and nothing on the Platform is intended to operate or to be construed as advice or recommendation by Property Bridges to enter into a particular Loan.

15.5 Whilst the taking of security over the assets of a Borrower via the Security Trust Deed and the Related Security Documentation provides comfort to a Lender on a particular Loan, Property Bridges accepts no responsibility for the likelihood of a Borrower meeting its financial obligations to the Lender on a particular Loan even when the security is in place.

15.6 Property Bridges will not accept a Lender becoming a Borrower or a Borrower becoming a Lender on the Platform at the same time.

15.7 Property Bridges accepts no responsibility and disclaims all liability for any information about a Borrower made available to prospective Lenders through the Platform. Property Bridges may update or amend any Borrower’s information if further information becomes available, but is under no obligation to do so.

15.8 Property Bridges makes no warranty or representation regarding the ability of a Borrower to repay Loans or their credit risk and accepts no liability for any monies owed by a Borrower to a Lender. Investments through the Platform involve a significant risk of loss, including the potential for total loss of the capital invested, and there is no guarantee or investor compensation scheme coverage. By lending via the Platform, you acknowledge and accept that you are lending entirely at your own risk.

15.9 Any calculations Property Bridges may provide regarding the likely rate of return on Loans are for guidance purposes only and are not guaranteed. The information which Property Bridges provides through the Platform does not constitute advice, recommendation or the endorsement of any loan application or of a Borrower or Borrowers or potential Borrower. No Lender or Borrower should rely on the information available on the Platform as a sole basis for deciding whether or not to lend or to borrow through the Platform.

15.10 Property Bridges makes no representation or warranty as to the accuracy of the data displayed on the Platform for loan requests, or whether the information is up to date.

15.11 Property Bridges does not guarantee that there will be sufficient offers to fully fund any loan application, allowing your offer to be lent out, or that there will be sufficient Borrowers for you as a Lender to lend to.

15.12 Whilst the security required pursuant to a Loan Agreement will be put in place pursuant to the Related Security Documentation, you as Lender accept that the enforceability of such security will be subject to normal legal risks and limitations. In the case where a personal guarantee is being provided, it will be sufficient for a guarantor to confirm that they have been advised to obtain independent legal advice but have waived their right to do so. You should be aware that personal guarantees can be open to challenge in circumstances where the individual guarantor has been subject to undue pressure or influence from a third party, or has no shareholding in the Borrower, or was not independently advised.

15.13 The Platform is not intended or designed to be used as a vehicle for generating loan assets as part of a Lender’s strategy whether by securitisation or fundraising. It must not be used by a Lender on that basis.

15.14 You agree to use the Platform only for lawful purposes in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else’s use and enjoyment of the Platform.

15.15 Whether registered as a Lender or a Borrower, you will be liable to us for any loss or damage suffered by us as a result of your breach of any of these Terms of Use, of a Loan Agreement, Security Trust Deed, Related Security Documentation or for any fraudulent use of the Platform.

15.16 A Lender or Borrower acknowledges and agrees that Property Bridges shall not be liable to either of them or to any third party for any loss, damage, liability or expense suffered by either of them or any third party arising directly or indirectly from:

15.16.1 the inability to access the Platform or the Services to access and use the Services during the Operational Hours;

15.16.2 their internet connection becoming or being unavailable resulting in a Lender or a Borrower being unable to access and use the Platform or Services.

15.17 Each Lender and each Borrower acknowledges and agrees that Property Bridges shall not be liable under these Terms of Use to either of them or to any third party for any indirect, consequential or special loss or damage or for any loss of profits, whether or not foreseeable and whether arising in contract, tort, breach of statutory duty or otherwise.

15.18 Each Lender and each Borrower agrees that the maximum aggregate liability of Property Bridges under these Terms of Use for any direct loss or damage suffered by either of them and whether arising in contract, tort, breach of statutory duty or otherwise shall not exceed in aggregate the fees net of VAT that Property Bridges has received from the claiming party in the 120 days preceding the breach, or if the Lender or Borrower has been using the Services for a lesser period, that lesser period.

15.19 Property Bridges shall not be in breach of any provision of these Terms of Use, caused by a Lender or Borrower’s failure to observe or breach of any of the Terms of Use.

15.20 Property Bridges shall not be obliged to provide the Services where the party being a Lender or Borrower has failed to follow the instructions relating to the use of the Services.

15.21 Notwithstanding the provisions above, Property Bridges does not limit or exclude its liability for death or bodily injury claims arising from its negligence. Property Bridges’ maximum aggregate liability for physical damage to the User being a Lender or Borrower’s tangible property arising from all events of our negligence whether or not connected and arising pursuant to these Terms of Use or otherwise shall not exceed the sum of one thousand Euro. Damage to software or damage to data or loss of or corruption of data shall not constitute physical damage to tangible property.

15.22 The provisions of this clause 15 in their entirety shall survive the expiry or termination of these Terms of Use, howsoever occurring.

16. Intellectual Property Rights

16.1 Property Bridges are the owner or the licensee of all intellectual property rights in the Platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may not print off, adapt, reproduce or download the Platform or any extracts from it save where specifically permitted under these Terms of Use.

16.2 If you print off, copy or download any part of our Platform in breach of these Terms of Use, your right to use our Platform and the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

17. Links to Other Platforms

This Platform may contain links and references to third-party platforms. The linked platforms are not under the control of Property Bridges and we are not responsible for the content of any linked platform or any link contained in a linked platform. Property Bridges provides these links only as a convenience, and the inclusion of a link or reference does not imply the endorsement of the linked platform by us.

18. Proper Law

The construction, interpretation and application of these Terms of Use, the Loan Agreement, the Security Trust Deed and the Related Security Documentation shall be governed by the laws of the Republic of Ireland. Each party irrevocably agrees that the courts of Ireland shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms of Use or its subject matter or formation.

19. Written Communications

When the User accesses the Platform or the Services or sends emails to Property Bridges, or Property Bridges emails the User, the User is communicating with Property Bridges electronically. The User agrees that for all purposes of the use of the Platform and Services pursuant to these Terms of Use, Property Bridges can communicate with the User electronically by email or by posting notices in the Borrower or Lender’s account on the Platform as the case may be. Each Borrower and each Lender also agrees to Property Bridges communicating and / or serving notices on them at the most recent email address the User provided to Property Bridges. The User agrees that all notices and communications which Property Bridges provides to the User electronically satisfy any legal requirement that such communications be in writing.

20. Consumer

The User where registering as a Borrower and who enters a Loan Agreement as a Borrower represents and warrants to Property Bridges that they are not a Consumer and are acting solely within their trade, business or profession in accessing the Platform and using the Services.

21. Complaints

21.1 If you have a complaint relating to Property Bridges or any aspect of the Platform, you may submit it via the Property Bridges website on the Contact page (https://www.propertybridges.com/contact/) using the General Inquiry form by selecting the “Topic” option “Complaint.” Alternatively, you can write to us at team@propertybridges.com. Complaints should be submitted as soon as possible and, in any event, within seven days of the issue arising. Please provide sufficient information in writing to enable us to verify and assess your complaint.

21.2 Property Bridges shall acknowledge receipt of your complaint within five (5) working days and provide a final response within thirty (30) working days from the date the complaint is received. The timeframe for our response may vary depending on the complexity of the complaint, the need to contact you for additional information, and whether third-party information is required to address the matter. Subject to these terms, we will try our best to reach a satisfactory resolution. However, this does not apply to complaints that are vexatious, clearly unsubstantiated, or made with malicious intent.

22. Transfers and Assignments

22.1 A Borrower may not transfer or assign any of its rights or obligations under these Terms of Use or under any Loan Agreement. Any such purported transfer or assignment constitutes a breach of these Terms of Use and any Loan Agreement concerned.

22.2 A Lender may not transfer or assign any of its rights or obligations under these Terms of Use. A Lender may only transfer its rights and obligations under a Loan Agreement strictly as provided in that Loan Agreement.

23. Transfers and Assignments by Property Bridges

Property Bridges may transfer its rights and / or obligations under these Terms of Use to any purchaser of its assets or of a majority control of the issued shares in Property Bridges. Property Bridges and the Security Trustee may also transfer their respective rights and obligations under a Loan Agreement, a Security Trust Deed or Related Security Documentation as provided in those documents.

24. Waiver

24.1 If Property Bridges fails at any time to insist upon strict performance by a User of its obligations under these Terms of Use, or if Property Bridges fails to exercise any of the rights or remedies to which Property Bridges is entitled, this will not constitute a waiver of such rights or remedies and will not relieve the Borrower or Lender as the case may be from compliance with such obligations.

24.2 A waiver by Property Bridges of any breach will not constitute a waiver of any subsequent breach.

24.3 No waiver by Property Bridges of any of these Terms of Use will be effective unless it is expressly stated to be a waiver and is communicated to the User in writing in accordance with condition 19 (Written Communications) above.

25. Data Protection

Property Bridges will collect and process personal data in accordance with the Data Protection Acts 1988 and 2018 (as amended) and the Privacy Statement, which may be updated from time to time. Users have rights under the GDPR, including the right to access, correct, erase, or restrict the processing of their personal data, as detailed in the Privacy Statement. Where Property Bridges engages third parties to process personal data on its behalf, it will enter into agreements ensuring that such data is kept confidential, secure, and processed only according to Property Bridges’ instructions. Property Bridges is committed to upholding these rights and maintaining the security of User data.

26. Bridge Peer Financial Limited and Pbridge1 DAC

26.1 Bridge Peer Financial Limited trading as Property Bridges is a company incorporated in Ireland, company number 603092. Our registered office is at 22 Fitzwilliam Street Upper, Dublin, D02 WR82, Ireland.

26.2 Pbridge1 DAC is a company incorporated in Ireland, company number 590615. Its registered office is at 22 Fitzwilliam Street Upper, Dublin, D02 WR82, Ireland.

26.3 Users acknowledge that funds invested via the Platform are not covered by the Financial Services Compensation Scheme or any other deposit guarantee or investor compensation scheme. Investments are made entirely at the Lenders’ own risk.

26.4 Property Bridges may exercise any of its rights under these Terms of Use by itself or through any company or other legal entity which is under the control or ownership of Property Bridges including without limitation Pbridge1 DAC.

27. Confidential Information

In consideration of Property Bridges agreeing to make available to you information relating to the Borrowers with the knowledge and approval of the Borrowers (the “Confidential Information”), you agree and undertake as follows:

27.1 to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent required by law, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information;

27.3 to use the Confidential Information only for the permitted purpose of advancing a loan to the Borrowers through the Platform (the “Permitted Purpose”);

27.4 to inform us:

(a) of the circumstances of any disclosure of Confidential Information made by you to your professional advisors for the Permitted Purpose; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of these Terms of Use.

27.5 if you do not participate in the Loan and we so request in writing, to return or destroy all Confidential Information made available to you by us, and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by you, and use your reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent required by law.

28. Non-Reliance

28.1 You acknowledge and agree that neither Property Bridges nor any of our officers, employees or advisers (each a “Relevant Person”) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us, or the assumptions on which it is based; or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us, or be otherwise liable to you or any other person in respect of the Confidential Information or any such information.

28.2 You acknowledge and agree that we may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of these Terms of Use by you.

29. No Front Running

Upon your acceptance of these Terms of Use, you acknowledge and agree that:

(a) you will not, and you will procure that no person connected to you (as such term is construed by section 10 of the Taxes Consolidation Act 1997 as amended) (a “Connected Person”) will engage in any direct or indirect communication with a Borrower or their representatives prior to the advancing of a Loan to a Borrower which in the opinion of Property Bridges is intended to or is reasonably likely to encourage business dealings except comprised in a Loan being arranged by Property Bridges (“Front Running”);

(b) if you or any Connected Person engages in any Front Running, Property Bridges may suffer loss or damage and your position in future financings with Property Bridges and any Borrower may be prejudiced;

(c) you confirm that neither you nor any Connected Person has engaged in any Front Running.

When you accept these Terms of Use, you will, if Property Bridges so request, confirm to Property Bridges in writing that neither you nor any Connected Person has engaged in Front Running.

[Version May, 2026]