Conventional Loan Conditions

Conventional Loan Conditions

If you are entering into a Loan Contract as an appointed representative of a partnership, company or other business you warrant that you are duly authorised to act on its behalf. Breach of this requirement may result in legal action being taken against you personally. We encourage you to seek professional advice regarding any tax and legal requirements with which you must comply if you are an Investor or a Borrower.

1. Introduction

1.1 Each time an RFF is fulfilled by successful Bids and subsequently accepted by the Borrower, a Loan Contract shall be issued in respect of the resulting Loan and the Borrower shall provide to us a signed original of the Loan Contract. Each Loan Contract shall be deemed to include these Loan Conditions, and will set out, among other things, the details of the loan secured, a repayment schedule and the names and passport numbers of the relevant individual investors.

1.2 Where a Loan is made up of various Loan Parts, a separate Loan Contract shall formed for every Loan Part, between the Borrower of that Loan Part and each Investor which has lent the Borrower a Loan Part.

2. Repayment

2.1 The Borrower’s obligation to make repayments to the Investor will be satisfied by the Borrower providing signed and dated cheques from a recognised Thailand bank for the Loan secured; one undated cheque for the full amount of the Loan secured, and separate cheques for each instalment of the Loan which will be payable in accordance with the Key Contract Terms dated on the dates that each payment will fall due. The Borrower hereby authorises Beehive Asia Company Limited to present those cheques on or after the dates specified on each cheque, firstly for deposit into the Beehive Client Account, and thereafter for Beehive Asia Company Limited to repay the applicable amount owed by the Borrower to each Investor. The Borrower may also elect, subject to approval from Beehive to make repayments by Giro through a licensed Thailand bank.

2.2 If, at any time during the term of a Loan Contract, the authorised signatory who signed the cheques provided by the Borrower in accordance with clause 2.1 above, is no longer authorised to bind the Borrower for any reason whatsoever, the Borrower shall provide replacement cheques signed by a duly authorised signatory within three (3) working days of any such change to the authority becoming effective.

2.3 It is essential that the Borrower ensures that sufficient funds are available in the account from which these cheques will be drawn at the time they will be drawn.  If there are insufficient funds at any time at which a cheque is presented, the Investor and Beehive Asia Company Limited may exercise the rights detailed in clause ‎6 (Events of Default).

2.4 The Borrower is responsible for complying with any withholding tax obligations that apply in respect of the payment by the Borrower of any fees, charges, interest and other amounts due to an Investor under the Loan Contract and the Beehive Terms and Conditions, and for grossing up the corresponding amounts payable by the Borrower so that the amount of all repayments made to Investors will be equal to that which would have applied if no tax had been withheld.

2.5 Where a Loan is made up of various Loan Parts, each repayment paid by the Borrower will be pro rated between the various Loan Contracts, with reference to each Loan Part value and the interest rate associated with that Loan Part, that govern the various Loan Parts and all repayments under a Loan Contract shall be used:

  • firstly to pay and any administration charges or other fees due to Beehive Asia Company Limited under the Beehive Terms and Conditions;
  • secondly towards repaying any arrears on the Loan; and
  • lastly to paying the current interest and principal due in respect of the Loan Amount.

3. Interest

The Borrower agrees to pay the Investor interest on the Loan at the interest rate set out in the Key Contract Terms. Interest on the Loan shall be calculated at the outset of the Loan for the whole period of the Loan and shall be stated in the Key Contract Terms. Interest shall be paid in regular instalments as specified in the Key Contract Terms.

4. Early Repayment

4.1 Should the Borrower wish to repay a Loan early, it may do so, provided it repays the entire Loan Amount and not just some of the Loan Parts. The Borrower can repay the Loan early by following the instructions in the “My Account” section of the Site and repaying the full Loan Amount the Borrower owes under its Loan Contract. On an early repayment of a Loan, the Loan Amount will include interest that would have accrued to the end of the month in which the early repayment is made.

5. Covenants

The Borrower covenants with Beehive Asia Company Limited that, as from the date of the Loan Contract until all its liabilities under the Loan Contract have been discharged:

5.1 The Borrower will deliver to Beehive Asia Company Limited:

  1. within ninety (90) days after the end of each of its financial years, its audited accounts (if such audited accounts are applicable to the Borrower);
  2. promptly, all notices or other documents dispatched by the Borrower to its shareholders (if any) or to its creditors generally;
  3. within sixty (60) days post issue, any updates to the Borrower’s memorandum of association, articles of association, register of shareholders or details of its managing partner (if applicable) or affidavit registered with the Department of Business Development; and
  4. promptly, such financial or other information as Beehive Asia Company Limited may, from time to time, reasonably request.

5.2 The Borrower will:

  1. promptly, after becoming aware of them, notify Beehive Asia Company Limited of any litigation, arbitration or administrative proceedings or claims;
  2. promptly obtain all consents or authorisations necessary (and do all that is needed to maintain them in full force and effect) under any law or regulation to enable it to perform its obligations under the Loan Contract and to ensure the legality, validity, enforceability and admissibility in evidence of the Loan in any relevant jurisdiction, including Thailand;
  3. notify Beehive Asia Company Limited of any Event of Default promptly on becoming aware of its occurrence; and
  4. will carry on and conduct its business in a proper and efficient manner and will not make any substantial change to the general nature or scope of its business as carried on at the date of these Loan Conditions.

5.3 If Beehive Asia Company Limited is obliged for any reason to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower (and each guarantor as applicable) will, promptly on the request of Beehive Asia Company Limited, supply (or procure the supply of) such documentation and other evidence as is reasonably requested in order for Beehive Asia Company Limited to be able to carry out, and be satisfied that it has complied with, all necessary “know your customer” or other similar checks under all applicable laws and regulations.

5.4 The Borrower agrees that it will not:

  1. borrow any monies from its directors, officers, members, partners, shareholders or any other third party that ranks in priority of recovery to the Loan. In the event that the Borrower does enter into any such loan, the rights to payment of that loan will be subordinated behind the Loan, except to the extent otherwise required by the applicable insolvency law;
  2. enter into any other new unsecured borrowing arrangement (or any arrangement having the effect of a borrowing) with any third party where the total amount of external finance raised from third parties would as a result exceed 75% of the total amount lent to the Borrower through Beehive without the prior written consent of Beehive Asia Company Limited. Such consent shall not be unreasonably withheld. This clause shall not restrict the Borrower from entering into asset-specific financing or invoice purchasing arrangements;
  3. enter into any amalgamation, demerger, merger or corporate reconstruction; or
  4. make any substantial change to the general nature of its business from that carried on at the date of the Loan Contract.

6. Events of Default

6.1 The Borrower agrees that should any of the events or circumstances set out in this clause occur each shall be deemed to be an Event of Default and Beehive Asia Company Limited may on the Investors’ behalf, terminate all Loan Contracts relating to a Loan and demand immediate repayment.  Furthermore, the Borrower agrees that Beehive Asia Company Limited may, on the Investors’ behalf, terminate all Loan Contracts relating to a Loan and demand immediate repayment of the full Loan Amount owed by the Borrower under each Loan Contract in respect of that Loan if:

  • the Borrower has provided incomplete, false or inaccurate information in a way which affects the decision to allow the Borrower to register as a borrower on Beehive, list RFFs on the Site or the risk band that Beehive Asia Company Limited has given to the Borrower;
  • the Borrower has breached the terms of any Loan Contract it is a party to and either notice has been given to the Borrower ending that Loan Contract or Beehive Asia Company Limited has reasonable grounds to believe that as a result: (i) the Borrower will also breach the terms of this Loan Contract; or (ii) any other Event of Default will occur,
  • the Borrower’s access to Beehive is terminated for any reason under the Beehive Terms and Conditions;
  • the Borrower sells or disposes of the whole or a substantial part of its undertaking, property or assets or rights to management of its assets or ceases to carry on the business conducted by it when it entered into the Loan Contract;
  • the Borrower declares to the court in any action that it cannot pay its debts;
  • the Borrower submits to any two or more of its creditors a proposal for composition of its debt;
  • the Borrower receives demand letters from any of its creditors not less than twice, at intervals of not less than thirty (30) days and the Borrower does not pay the debt;
  • notice is given of an intention to appoint a plan administrator, a petition is filed or the Bankruptcy court makes an order for the appointment of a plan administrator in relation to the Borrower;
  • The Bankruptcy court makes an order accepting a petition in relation to rehabilitation of the business of the Borrower;
  • an encumbrancer takes possession or steps are taken for the appointment of a plan administrator or receiver or plan preparer, executing officer over the whole or any substantial part of the undertaking, property or assets of the Borrower;
  • any person who has provided a guarantee for the Loan or any Loan Part disputes or threatens to dispute the enforceability of that guarantee or Beehive Asia Company Limited has any reason to believe that a guarantee has become unenforceable, and in either case, a replacement guarantee has not been provided to Beehive Asia Company Limited’s reasonable satisfaction within fourteen (14) days of a request from Beehive Asia Company Limited;
  • the Borrower (or if any person who has provided a guarantee for the Loan or any Loan Part) dies, becomes of unsound mind, becomes bankrupt or makes a voluntary arrangement with anyone that they owe money to;
  • where the Borrower is a partnership, the composition of the partnership materially, in the reasonable opinion of Beehive Asia Company Limited, changes following the date of any Loan Contract or any partner dies, becomes of unsound mind, becomes bankrupt or makes a voluntary arrangement with anyone that they owe money to;
  • a distress, attachment, execution, expropriation, sequestration or another analogous legal process is levied, enforced or sued out on, or against, the Borrower’s (or a guarantor’s (as appropriate)) undertaking, property or assets;
  • any part of the Loan Contract ceases to be legally valid, binding or enforceable or it is or becomes unlawful for an Investor, Beehive Asia Company Limited or the Borrower or any other person to perform its or their obligations under the Loan Contract; or
  • Beehive Asia Company Limited (in its reasonable opinion) considers there is a serious deterioration in the Borrower’s financial condition or in its creditworthiness or in its operating performance or its management and control or in its general day to day administration and organisation or in its sales ledger, administration or credit control process.

6.2 Before making any demand the Investor (or Beehive Asia Company Limited on its behalf) will take all the steps an Investor is required to take by law for the Borrower’s protection.  At any time, an investor may decide to enforce its rights under this Loan Contract directly against a borrower and the borrower hereby consents to us providing any of its investors with its relevant contact details for this purpose.

7. Beehive Fees

7.1 If the Borrower accepts a Loan Beehive Asia Company Limited shall charge fees as per the prevailing fee tariff published on the Site. Beehive Asia Company Limited will deduct the arrangement fee from the Loan Amount before it is transferred to the Borrower so the Borrower will receive the Loan Amount less the arrangement fee. A higher arrangement fee may be charged for applications made by registered agents on behalf of a Borrower.  By contrast the Investor shall be obliged to pay annual fees as described in the Beehive Terms and Conditions.

7.2 Other fees or charges that may be charged by Beehive or any collections agency it may appoint in relation to the Borrower’s Loan Contracts and added to the balance outstanding are:

  1. once a sum has been outstanding for three (3) days or more, any debt collection agent that Beehive Asia Company Limited appoints to attempt to collect overdue money from a Borrower on behalf of Investors will charge an administration fee of up to 15% of the overdue amount;
  2. tracing charges (for finding the Borrower if he or she can’t be contacted by Beehive Asia Company Limited or its appointed collection agency);
  3. where a field agent has been employed as part of the collections process, Beehive Asia Company Limited or its appointed collection agency may charge a fee; and
  4. all litigation, enforcement and recovery costs and expenses, including (but not limited to) legal fees and expenses, to cover litigation or enforcement of any judgement in each case to recover any loan or outstanding arrears,

In the case of the fees referred to in ‎(b), ‎(c) and ‎(d) above, the Borrower will be advised of the cost if such action proves necessary. The Borrower will be notified (by way of general update to the Beehive Terms and Conditions or on Beehive) if these charges change in nature or amount.

7.3 The Borrower is responsible for complying with any withholding tax obligations that apply in respect of the payment by the Borrower of any fees and other amounts due to Beehive under the Loan Contract or the Beehive Terms and Conditions, and for grossing up the corresponding amounts payable by the Borrower so that the amount of all such payments made to Beehive will be equal to that which would have applied if no tax had been withheld.

7.4 Where Thai value added tax (VAT) is applicable to any fees or other charges levied by Beehive under the Beehive Terms and Conditions or the Loan Contract, that VAT shall be due and payable by the Borrower or the Investor (as the case may be) in addition to the underlying fees or other charges, and Beehive shall provide the payor with a corresponding VAT invoice.

8. Assignment

8.1 Each Investor may assign his or her right, title and interest in any Loan Contract and all associated rights under the Beehive Terms and Conditions to any other registered Investor on Beehive (or to Beehive Asia Company Limited if a Loan goes into default as anticipated in the Beehive Terms and Conditions) subject to Beehive operating a licensed ‘Secondary Market’ function on its platform within Thailand.

8.2 The Borrower’s rights and obligations under a Loan Contract that has been assigned shall not be adversely affected in any way whatsoever.

8.3 A Borrower shall not be entitled to assign or transfer its rights or obligations under any Loan Contract.

8.4 An assignment of a Loan Contract shall be effected by the transferring Investor and the new Investor entering into a Transfer Certificate. A Transfer Certificate will be entered into by electronic means in accordance with the Beehive Terms and Conditions upon the acceptance by the new Investor of an offer by the transferring Investor to sell a Loan Part (including using any automatic bid facility) and this will have the same effect as if the Transfer Certificate was signed in a hard single copy.

8.5 At the time of entry into a Transfer Certificate and notification to the Borrower (the Transfer Time) the Borrower and the transferring Investor shall be released from further obligations towards one another under the relevant Loan Contract (being the Discharged Obligations). The Borrower and the new Investor shall at the Transfer Time assume those Discharged Obligations towards one another Investor. The new Investor will from the Transfer Time onwards become the Investor under that Loan Contract.

8.6 The Borrower confirms:

  • its agreement to these arrangements;
  • waives any requirement for it to be a party to, or receive copy of, any Transfer Certificate; and
  • Beehive Asia Company Limited retains the right to give electronic notice to the Borrower of such assignment of a Loan Contract in the manner described in Clause ‎3 below, and the Borrower accepts such notice as having been duly delivered.

There shall otherwise be no effect on the Key Contract Terms applicable to that Loan Contract.

8.7 Any fees charged by Beehive Asia Company Limited for administering a transfer by assignment shall be paid by the relevant Investor in accordance with the Beehive Terms and Conditions, and the Borrower shall not be liable for any fees in connection with the transfer.

9. General

9.1 If any part of a Loan Contract is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of the Loan Conditions or the Loan Contract.

9.2 The failure on the part of either of the Parties to exercise or enforce any right conferred upon it by a Loan Contract shall not be deemed to be a waiver of any such right or operate so as to prevent the exercise or enforcement of any right conferred upon the Parties by a Loan Contract at any time or times thereafter.

9.3 The records kept by Beehive Asia Company Limited shall be conclusive of the facts and matters they purport to record.

9.4 In the event that the Borrower is a partnership or company, by entering into the Loan Contract the representative of the Borrower makes the following declaration:

“I confirm that I am authorised by the business I represent to enter into this agreement for and on behalf of the business I represent and that I am authorised to bind the business I represent to the terms of this agreement.”

9.5 The Borrower and Investor agree that, while Beehive Asia Company Limited is not a party to this Loan Contract, Beehive Asia Company Limited may take the benefit of and specifically enforce each express term of this Loan Contract and any term implied under it pursuant to the Beehive Terms and Conditions.

9.6 Subject to Clause 1.1, each Loan Contract will be entered into by electronic means in accordance with the Beehive Terms and Conditions upon the acceptance by the Borrower of Bids satisfying its initial RFF and this will have the same effect as if the Loan Contract was signed in a hard single copy.

9.7 The Parties shall do and cause to be done all such acts, matters and things and shall execute and deliver all such documents and instruments as shall be required to enable the Parties to perform their respective obligations under, and to give effect to the transactions contemplated by, each Loan Contract.

9.8 The Loan Contract and the documents referred to in it constitutes the entire understanding and agreement of the Parties relating to the subject matter of the Loan Contract and supersedes, cancels and replaces all prior agreements between the Parties which relate to the same subject matter whether written, oral, implied or as may be inferred from the correspondence, oral statements or conduct of the Parties.

9.9 No amendments or variations to a Loan Contract shall be effective unless made in writing and signed by the duly authorised representatives of the Parties.

9.10 All notices required to be given by either of the Parties to the other pursuant to the provisions of this Agreement must be in writing and shall be sent:

  • by hand;
  • by registered post;

To the Investor / Borrower, c/o Beehive Asia Company Limited at Interchange 21 Building, No. 2509, 25th floor, 399 Sukhumvit Road, Wattana Sub-district, Wattana District, Bangkok (Beehive).

9.11 Any notice delivered by hand shall be deemed to have been served at the time of delivery. Any notice sent by registered mail shall be deemed to have been served on the seventh (7th) day after the date on which it is posted. Any notice sent by facsimile shall be deemed to have been served on the date on which such facsimile is transmitted.  In each case if the date of delivery is not a Business Day the date of service shall be the next succeeding Business Day.

9.12 The Borrower undertakes that it shall not at any time after the date of the Loan Contract use, divulge or communicate to any person (except to professional representatives or advisers or as may be required by law or any legal or regulatory authority) any Confidential Information, and will use best endeavours to prevent the unauthorised publication or disclosure of any Confidential Information, and will only use such Confidential Information for the purposes of proposing, considering or making transactions through Beehive.

9.13 Each Loan Contract, and any non-contractual obligations arising out of or in connection with them, shall be governed by the laws of Thailand. The Borrower and the Investor irrevocably submit to the exclusive jurisdiction of the Courts of Thailand over any claim or matter arising under or in connection with these Loan Conditions or any Loan Contract.

10. Interpretation

10.1 Unless the context otherwise requires references in a Loan Contract to:

  • persons includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having a separate legal personality and irrespective of their jurisdiction or origin, incorporation or residence);
  • a Party means a party to this Agreement and includes its successors and permitted assigns;
  • time shall be construed by reference to the Gregorian calendar;
  • Clauses and Schedules shall be references to the relevant clause or schedule of this Agreement; and a reference to a paragraph is to the relevant paragraph in the Schedule in which it appears;
  • the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  • the singular includes the plural (and vice versa) and use of any gender includes the other genders.

10.2 The headings in a Loan Contract are for convenience only and shall not affect the construction or interpretation of the Loan Contract.

11. Defined terms

In each Loan Contract the following words have the meanings set out next to them below:

Beehive means the Beehive online lending platform operated by Beehive Asia Company Limited;

Beehive Client Account means a segregated cash management or custodian account held at a Thai licensed financial institution, the bank account that is instructed by Beehive Asia Company Limited for the sole purpose of holding funds on behalf of each individual Borrower and Investor, and which contains the uninvested funds which the Investor has credited to the Beehive Client Account and the funds which the Borrower is entitled to withdraw in accordance with any Loan Contract to which it is a party;

Beehive, Beehive Group means Beehive Asia Co. Ltd, a company incorporated in Thailand and whose registered office and principal place of business is at Interchange 21 Building, No. 2509, 25th floor, 399 Sukhumvit Road, Wattana Sub-district, Wattana District, Bangkok (Beehive).

Beehive Terms and Conditions means the Borrower terms and conditions, the Investor terms and conditions and the general Beehive terms of use, available on the Site, as the same may be amended or replaced from time to time;

Bid means a bid which an Investor posts on Beehive making that Investor’s offer of funds in part satisfaction of an RFF, including any such bid posted automatically on that Investor’s behalf using the Beehive ‘Diversification-Plus’ tool;

Borrower means the member of Beehive identified as the borrower in the Key Contract Terms;

Business Day means any day except a Saturday, Sunday or public holiday, and on which the banks in Bangkok, Thailand are open for business;

Confidential Information means all information in whatever form (including in visual, oral or electronic form) relating to Beehive Asia Company Limited or any Investor (including all Investor profiles) or a company that was previously a Investor, which is provided or disclosed through Beehive (or to any employees or agents) in connection with the use of Beehive;

Investor or Investors means the member or members of Beehive identified as the investor in the Key Contract Terms (and their permitted successors and assignors);

Key Contract Terms the key commercial terms provided only to a borrower applicable to a particular Loan derived from the RFF and subsequent winning Bids that form the Loan Contract;

Loan means the individual loan transaction entered into between a Borrower and an Investor or multiple Investors in response to the RFF and the subsequent Bids being placed by the relevant Investors and accepted by the Borrower for those Loan Parts;

Loan Amount means the total amount of principal and interest outstanding under the Loan Contract relating to that Loan;

Loan Conditions means these Beehive loan conditions;

Loan Contract means the agreement governing the terms on which an Investor makes a Loan to a Borrower, in each case made up of the Loan Conditions and Key Contract Terms applicable to the relevant Loan;

Loan Part means the individual part of a Loan which has been lent by a particular Investor;

My Account means the part of the Beehive website which can only be accessed by a member of Beehive, using his or her own secure login details;

RFF means a request for funding which the Borrower posted on Beehive requesting loan funds;

Site means the website accessible at www.beehiveasia.co.th used to access Beehive; and

Transfer Certificate means the pre-determined form to be entered into between two Investors who have agreed on Beehive to buy and sell their Loan Part and assign their rights under the relevant Loan Contract.