Terms and Conditions for Conventional Loan Investors

Terms and Conditions for Conventional Loan Investors

The following terms and conditions (Investor Terms) explain:

  • how the Beehive online platform (Beehive) works;
  • how to become an investor on Beehive; and
  • how you may use the website beehiveasia.co.th(Site).

If you decide to become an investor on Beehive, you must comply with these Investor Terms. These Investor Terms should be read alongside, and are in addition to, our Terms of Use and our Loan Conditions (accessible online at https://www.beehiveasia.co.th/terms-and-conditions/) and our Privacy Policy (accessible online at www.beehiveasia.co.th/home/privacy) which are incorporated in these Investor Terms by reference.  You should read each of these documents carefully to ensure you understand and agree to be bound by them.

These Investor Terms create legal obligations with which you will be bound to comply. Please read them carefully. We also recommend that you print a copy of these Investor Terms for your future reference. By using this Site and the lending services secured via Beehive, you confirm that you have read, understood and agree to be bound by these Investor Terms, the Terms of Use, the Loan Conditions and the Privacy Policy (each as amended from time to time).

Where you are acting as an appointed representative of a partnership, company or other business you confirm that you have the authority to enter into these Investor Terms on behalf of the partnership, company or business you represent and that your partnership, company or business agree to be bound by these Investor Terms. If you do not agree to these Investor Terms, you will not be able to become an investor on Beehive.

References in these Investor Terms to we, us and our means Beehive Asia Co. Ltd, a company incorporated in Thailand. References to you and your mean you as a user of the Site and the services provided via Beehive, whether as an individual or on behalf of the entity you represent, provided in each case that the investor criteria set out below are satisfied.

Each loan agreement entered into between an investor and a borrower is deemed to include our standard Loan Conditions (the Loan Contract). The Loan Contract is a separate binding legal agreement directly between you and the borrower you lend to and your relationship with the borrower shall be governed exclusively by the relevant Loan Contract. For the avoidance of doubt, we will not be a party to your Loan Contract.

You will be invited to accept the Loan Conditions during your registration to use Beehive and agree to be bound by the same, in your capacity as an investor, in all of your lending transactions entered into on Beehive.

If you enter into a Loan Contract as an appointed representative of a partnership, company, or other business you will be required to 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.

  1. How to Become an Investor

1.1 To become an investor on Beehive you must meet the following minimum eligibility criteria:

  • you must be an individual, or a business in the form of a company, partnership or public body;
  • if you are lending in your capacity as an individual you must: i) be aged twenty (20) years or over; ii) satisfactorily complete the investor questionnaire available on beehiveasia.co.th; and  iii) provide evidence of a permanent residence address.
  • if you represent a business, the business must: i) have a current valid company or partnership registration document issued by the appropriate licensing authority; and ii) have a permanent place of business;
  • if you represent a public body, you must be able to provide documentary evidence that proves that the body is valid and has been established in accordance with any applicable laws; and
  • you must have a valid Thai or international bank account with a valid IBAN or equivalent number.

1.2 The minimum eligibility criteria listed above are not exhaustive and we reserve the right in our sole discretion to reject any application to become an investor on Beehive where we deem appropriate. Where you do not meet the criteria listed above, you may be otherwise permitted to become an investor on Beehive subject to our prior written approval, which may be withheld in our absolute discretion. All decisions made by us shall be final.

1.3 You shall solely be responsible for securing all appropriate permits, licenses, authorities’ approvals and waivers (Permissions) required for performing lending activities on Beehive. We do not make any separate enquiries to find out if you have the appropriate Permissions in place.

1.4 For the avoidance of doubt there are no restrictions on the total amount you can lend to borrower via Beehive unless restrictions are introduced under regulation by the relevant licensing authorities.

  1. Our Role

2.1 Our principal role is to act as a conduit to bring you together with prospective borrowers, to provide a stream-lined process for entering into Loan Contracts and to co-ordinate and facilitate the payment and collection of sums due under or in connection with those loans (including certain limited actions if the borrowers defaults, as set out in these Investor Terms) in coordination with our duly licensed third parties. Other than those activities you authorise us to carry out in these Investor Terms, we will not perform any decision making functions on your behalf. You shall retain complete control and discretion over whether or not to grant loan to a borrower, and on what terms (subject to any criteria you will have selected on Diversification-Plus), as well as over all other aspects of your participation on Beehive.

2.2 If we cease trading, we have arrangements in place with an independent third party administrator who would perform our administration services (see clause 12 for more details).

2.3 We allocate each borrower a risk band classification at the time a Request for Funding (RFF) is processed, which is based on information included in the borrower’s application and the results of our external credit rating agency report. We have no obligation to edit or verify the information submitted or uploaded by a borrower to the Site.

2.4 The provision of a risk band classification is intended to be indicative only and you will need to form your own opinion regarding the creditworthiness of any borrower and undertake your own research, analysis and assessment of each borrower for each loan, and where appropriate, to seek your own independent financial advice.

2.5 We accept no responsibility and disclaim all liability for any information about a borrower made available to you through Beehive. We may from time to time, but accept no obligation, to update or amend the information relating to a borrower or the risk band classification (including between when a RFF is first made available on the Site and during the term of any subsequent Loan Contract).

2.6 You warrant, represent and undertake to us that all information provided to us, including in the course of the investor registration process will be complete, true and accurate in all respects. You acknowledge that fraud and fraudulent misrepresentation are crimes under the Criminal Code of Thailand and may be punishable by a fine and / or a custodial sentence.

2.7 It is your responsibility to ensure that the information we hold on record for you is up to date. You agree to inform us as soon as reasonably possible if any of the information you provide to us changes at any time.

2.8 When you apply to become an investor on Beehive, we will carry out “know your customer” procedures including identity verification, anti-money laundering and fraud checks on you as an individual or appointed legal representative or authorised signatory of the business or legal entity you represent. We use our own internal guidelines and policies when assessing investor applications. As part of the registration process we will need to authenticate your identity, the identity of your business, as well ascertain the identity of key individuals associated with the business and people authorised to act on its behalf. We will do this by conducting searches using publicly available information and by contacting third parties, including credit reference agencies. We may require you to send us certified copies of various documents as part of this process, including passports and other identification documents, powers of attorney and any other documentation we may require in order for Beehive 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. If you do not provide all of the documentation requested by us, or the documentation you provide is not accepted by us, you will not be able to become an investor on Beehive.

2.9 Once you have provided all of the requested information to us we will review it and confirm to you by email whether or not your application to become an investor has been successful. This decision process is likely to take between seven (7) and fourteen (14) days but in most cases should be quicker. The decision process may take longer if unforeseen complications arise or if we find that the information you have provided is incomplete or inaccurate. If your application is successful you will be notified by email and will be allocated a unique reference number (URN). This communication signifies that you are registered on Beehive as an investor and are now eligible to bid to loan funds to Beehive borrowers. You must use your URN for all transactions and communications on Beehive.

2.10 We will have no liability to you if your application to become an investor is ultimately unsuccessful and will in no circumstances be liable to provide you with further details as to why your application has been rejected. All decisions made by us shall be final.

2.11 If your application to become an investor is successful you will be able to credit funds to our Beehive Client Account using your URN. These funds will be added to your individual account (Beehive Account) which you can review via the “My Statement” or “Deposit history” section on the Site.  These funds may be used to fund investments made by you on Beehive. All funds credited by you to make investments, and interest earned by you on your investments, shall be held in the Beehive Client Account and you can review this via the “My Statement” section on the Site. The Beehive Client Account means the cash management or custodian segregated bank account that Beehive Asia Company Ltd maintains, which is directed by Beehive Asia Company Ltd and held at a Thai licensed financial institution 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.

2.12 You will be free to transfer funds into the Beehive Client Account by bank transfer or any payment method we may offer from time to time. We have complete discretion to specify the method by which you may transfer money into and out of the Beehive Client Account depending on the outcome of the checks we have carried out as part of the investor application process. We require you to use an account held with a Thai or international bank and which is maintained in your sole or name or jointly with another person, or in the name of the business or organisation you represent, with an IBAN number or foreign equivalent.  It is important that you quote your URN in the narrative box when you transfer money into the Beehive Client Account.  Transfers will be deemed to be complete as soon as funds are credited to the Beehive Client Account and are included in the “My Statement” as deposit and added to “your funds” at section of the Site.

2.13 As soon as we receive funds from you in the Beehive Client Account and we have debited these to your account you can start lending. Any applicable fees may be deducted from time to time from the balance of funds we hold for you.  The funds held in the Beehive Client Account on your behalf will be held until it is withdrawn by you, applied towards applicable fees or lent to a borrower at which time it will be transferred to the relevant borrower’s bank account.

 

2.14 You may only withdraw funds from the Beehive Client Account in excess of the total value of loans made and live Bids (as defined in clause 4.1 below) you have made on Beehive. Funds may only be paid into your specified Thai or international bank account with a valid IBAN number (or foreign equivalent) and which is maintained in your sole name or jointly with another person.

2.15 Withdrawal of funds from the Beehive Client Account are permitted after 90 days from the first deposit made. All bank charges relating to withdrawals from your account will be paid by you in full and netted off your repayment.

2.16 We may suspend or place limitations on your Beehive Account at any time if we believe it is appropriate in order to comply with our legal or regulatory obligations or the terms of these Investor Terms. This may include periods where we need to obtain additional client identification documents.  For more details about how we use your information, please refer to our privacy policy at www.beehiveasia.co.th/home/privacy).

  1. The Lending Process

3.1 There are three ways to lend money on Beehive:

  • by self-selection of businesses using the Beehive search tool to identify RFFs that have not yet been fully funded that you might be interested in and bidding on those RFFs in online auctions via the Beehive marketplace (Marketplace);
  • by choosing to purchase individual parts of loans already loaned by other Beehive investors (Loan Parts) on the secondary market on the Site (Secondary Market); or
  • by pre-selecting the types and profiles of businesses that you would like to lend to and then using an automated tool called Diversification-Plus to automatically select the RFFs that you bid on that match your  pre-selected criteria in online auctions, as well as to purchase Loan Parts on the Secondary Market that match your pre-selected criteria.

You can also use a combination of the above ways to lend.

  1. The Bidding Process

4.1 All applications to borrow funds on Beehive are carefully reviewed by our credit team, and classified at the initial application stage into risk bands. The risk classifications awarded are based on our review and data obtained from external credit reference agencies. Borrowers which pass this screening process will be permitted to create an RFF. You can review the live RFFs at [investor.beehiveasia.co.th/Marketplace].

4.2 Once you have decided which Business(es) you want to lend to, you will be invited to choose the amount of money that you want to lend and the annual interest rate to charge for your Loan Part. Provided you have credited sufficient funds to the Beehive Client Account, this offer to lend, known as a Bid, then becomes active and shall be entered into the live auction on Beehive. You can increase your Bid by increments of THB 1,000. The maximum Bid you may submit per business is unlimited, subject to the remaining amount of loan to be raised at the time of your Bid and the funds you have credited to the Beehive Client Account and any other restrictions or limits imposed though regulation by the relevant licensing authorities.

4.3 If two investors bid the same amount at the same interest rate then the investor who submitted their Bid first in time will have their Bid ranked in preference. Once an RFF is fully funded new investors for that RFF may reduce the average interest rate, or “bid down” the rate attached to their Bid in a reverse auction. If the amount of your Bid exceeds the amount required by the borrower to fully fund the RFF, the borrower will be able to borrow of part of your Bid, which will create a Loan Part for an amount less than your original Bid and which will effectively mean that your Bid has been partially accepted. Where interest rates are fixed at auction, Beehive will implement a priority-ranking algorithm designed to facilitate the investment choices of all participating investors.

4.4 All Bids on Beehive will be subject to such minimum bid rate as we may set from time to time, and shall be no less than THB 1,000 per Bid.

4.5 If you are using Diversification-Plus, you will be free to choose your preferred average Bid rate and activate Diversification-Plus. We will automatically bid funds available to you in the Beehive Client Account on all live RFFs that match your pre-selected criteria up to the levels you have set. The interest rate offered is calculated for each risk band classification. The average interest rate you offer may be increased or decreased depending on the mix of risk band classifications you have elected to invest in. Diversification-Plus will also automatically purchase Loan Parts listed for sale that offer a rate equal to or above the offer rate for each risk band classification you have selected. Diversification-Plus will only purchase Loan Parts that have no mark-up or mark-down applied to the principal value outstanding. Diversification-Plus and any average bid rate selected on Diversification-Plus will be subject at all times to any minimum bid rate set from time to time by us and the relevant bid rate for the RFF will be the higher of the selected offer rate or any minimum bid rate. Diversification-Plus will lend up to the maximum amount per Bid that you have specified to any one business identified as matching the latest rate as advised in the ‘Diversification Plus’ section of the Site, assuming you have sufficient funds held by you in the Beehive Client Account. If there are insufficient funds, Diversification-Plus will default to the minimum bid amount of THB 1,000 per business.

4.6 All Bids made by you in an auction are final and shall be binding unless:

  • there are sufficient Bids from other investors at lower interest rates to fully fund the total RFF;
  • the RFF auction period expires and the RFF in respect of which you submitted your Bid is not fully funded;
  • the borrower declines the aggregated loan offer (Loan Offer), including your Bid, made by you and other investors on Beehive;
  • the borrower cancels the auction prior to expiry of the auction period; or
  • we withdraw an auction for an RFF, including due to any breach of any applicable terms.

4.7 An RFF must be fully funded in order for a Bid to be accepted. A completed RFF will be made up of the sum of the Bids made with the lowest annual interest rate or pre-designated fixed interest rate sufficient to fully fund the RFF at the time the borrower accepts the loan or the RFF auction period expires. The borrower can then accept the Loan Offer or allow it to lapse (which will happen five (5) days after the date of expiry of the RFF auction period) in which case your Bid shall be deemed unsuccessful and the amount of the Bid shall be released back into your Beehive Account.

4.8 Diversification-Plus will also search for Loan Parts that are listed for sale by existing investors on Beehive, which you can purchase if you have sufficient funds credited to the Beehive Client Account and your Beehive Account.

4.9 We reserve the right to withdraw auctions on Beehive, and to suspend availability of the Diversification-Plus tool, at any time for any reason and without prior notice. We may also change the minimum and maximum amounts that you can bid in an auction and will notify you of relevant changes on the Site from time to time.

4.10 You can monitor your portfolio of investments on Beehive in the “My Bids” section of the Site.

  1. The Loan Contract

5.1 Every Loan Contract you enter into on Beehive is deemed to incorporate the Loan Conditions. You will be invited to accept the Loan Conditions when you sign up as an investor on Beehive. Each time you submit a Bid you will be agreeing to be bound by the Loan Conditions.

5.2 Once an RFF is fully funded (by your Bid and Bids made by other investors) the Business will be invited to accept the Loan Offer. Once the Loan Offer has been accepted by the borrower it cannot be cancelled or amended by the borrower and the borrower will be required to enter into a Loan Contract with you. As a condition precedent of the Loan Contract, the borrower will be required to provide signed and dated cheques from a recognised Thai 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 on the dates that each payment will fall due.

5.3 Provided the Loan Offer is accepted, and the condition precedent specified in clause 5.2 above satisfied, your Beehive Account will be debited and your investment will be updated which you can review in the “My Investments” section of the Site. The Loan Contract shall be entered into between you and the Business for your Loan Part. No interest will accrue on the loan until the Loan Contract is formed.

5.4 Once the Loan Contract is formed, the amount of your Bid shall be transferred from the Beehive Client Account to the bank account of the borrower.

5.5 If the borrower fails to provide the requested cheques within the specified timescales the condition precedent will not be satisfied and the Loan Contract shall not be formed. In these circumstances your Bid will be released and will be free for you to invest in other businesses on Beehive.

5.6 If you purchase a Loan Part from another investor, the relevant Loan Contract will be assigned to you from the selling investor and you will become a party to the Loan Contract with the borrower and the relevant monies will be transferred from your Beehive Account to the Beehive Account of the transferring investor. Information on the transfer of Loan Parts is set out in clause 7 (Selling your Loan Part) of these Investor Terms.

5.7 Each time you purchase or sell a Loan Part, you will be provided with a document which will detail the legal terms of your purchase or sale (Transfer Certificate).

5.8 In all Loan Contracts and Transfer Certificates we will identify you by name or business name and the relevant borrower will also be separately identified and their business registration details will be disclosed to you. Any notices and communications between investors and borrower should be sent directly to us. You acknowledge and agree that in order for binding legal obligations to be created between borrower and investors pursuant to a Loan Contract or Transfer Certificates, we must identify you by name or your business by its name, and you hereby consent to such disclosure for this purpose.

  1. Profit and Repayments

6.1 The monthly repayments due to you under each Loan Contract can be viewed on your “My Investment” section of the Site. The Loan Contract governs the frequency and amount of each repayment.

6.2 All repayments and interest accrued will be credited to the Beehive Client Account and you will be able to view them at “My Investment” section of the Site.

6.3 Under the Loan Conditions the Borrower is responsible for complying with any applicable withholding tax obligations and for grossing up its payments of interest, fees and other charges accordingly. It is your responsibility to account for any taxes that may be payable on your repayments to any tax authorities.  You also acknowledge and agree that you shall be solely responsible for estate or succession planning in managing how your Beehive Account may be accessed, or any credit balance withdrawn or transferred to your nominated beneficiaries in the event of your death or incapacity.

  1. Selling your Loan Part

7.1 If you want to recover the money you have lent before the term of the Loan Contract expires, you can sell your Loan Part to other investors on Beehive by selling your Loan Parts individually on the Secondary Market. Please note that you cannot sell Loan Parts:

  • until one installment repayment have been made
  • with only one repayment remaining
  • where the borrower concerned is in arrears or where the borrower is in default (ie has missed repayments).

7.2 You can apply a mark-up or mark-down on the interest rate to each Loan Part you decide to sell.  The amount by which you can mark the interest rate up or by down is specified on our Site.

7.3 The sale price for Loan Parts will be the outstanding principal amount lent plus the mark-up or mark-down applied to the Loan Parts.

7.4 You can sell your Loan Parts on the Secondary Market on an individual basis and you will decide exactly which Loan Parts you wish to sell. You can select the Loan Parts you want to sell in the “My Investment” section of the Site, and these Loan Parts will be listed on the Secondary Market for sale for fourteen (14) days after which those Loan Parts will be removed from the sale listing and you will continue to be the investor for those Loan Parts. If you buy Loan Parts, you will be assigned the right to receive payment of instalments for the Loan Part and shall be charged the sale price set by the selling investor. Such amount shall be deducted from the funds held for you in the Beehive Client Account and credited to the selling investor.

7.5 If you sell a Loan Part, the right to receive payment of future instalments for that Loan Part shall be assigned to the buying investor and the price of the Loan Part shall be deducted from the buying investor and credited to you in the Beehive Client Account after deduction of the Sale Fee (see clause ‎8.2 below).

7.6 We may decide to extend or reduce the fourteen (14) day listing period for the sale of Loan Parts from time to time.  Any such changes will be notified on the Site.

 

 

  1. Investor Fees

8.1 We may charge a fee for investor take-on which will cover the cost of our third party providers undertaking “know your customer” checks.  We will inform you of this cost and this will be deducted from your initial investment deposit.

8.2 We will charge an annual lender fee of 1-2%% of the principal value of each Loan Part outstanding at the beginning of the monthly period in which a repayment is made (the Lender Fee). The Lender Fee will be deducted from your funds held in the Beehive Client Account for each Loan Part when the monthly repayment is received. If a Business misses a repayment the Lender Fee relating to that repayment will not be deducted until that repayment has been received.

8.3 If you decide to sell a Loan Part, we will also charge a Loan Part sale fee of 0.35%-1.00% (the Sale Fee) of the total outstanding principal value of each Loan Part sold.

8.4 We reserve the right to waive, reduce or increase the applicable fees from time to time. Any such changes shall be notified on the Site.

8.5 You acknowledge that all fees payable to us are to compensate us for our, and our associated companies’, roles in administrating and facilitating the services provided in connection with Beehive.

  1. Our Appointment as Collection Agent

9.1 By accepting these Investor Terms you agree to appoint us as your collection agent in the event of a default on the repayment of any Loan Part you have provided.

9.2 We will in turn appoint a registered and appropriately licensed recovery or debt collection agent to act on our behalf. You also authorise us to take all and any reasonable action to protect your rights as available in any relevant jurisdiction which may include:

  • the taking of security cheque(s) from a borrower;
  • registration of liens, charges and rights as available; and
  • any other action as available from time to time in accordance with the applicable law.

9.3 We may provide to you as the investor certain information about the assets of that borrower, if we hold such information for the borrower, and/or an asset register detailing such assets together with estimated forced re-sale value of such assets on enforcement. In such circumstances, any asset valuation provided will be indicative of the value of the asset only and realisation on enforcement in connection with the sale of such asset may be lower than the value set out in the asset register.

  1. Default

10.1 You agree that in the event of default under a Loan Contract, we shall be entitled to take the administrative steps set out in these Investor Terms on your behalf. In certain circumstances, we may act outside and/or ahead of the following process to pursue default payments (whether or not in formal default) where we consider this to be in the best interests of you and our other investors. We may recover our reasonable costs and expenses for taking the action described in this clause 10 from any amount recovered.

10.2 If the borrower defaults on a payment, we will, ourselves or through an appropriately, licensed third party recovery, security or debt collection agent acting on our behalf, contact the borrower, either by telephone or by visiting their premises within twenty four (24) hours of notification of non-payment to inform them that we will reattempt to collect the outstanding payment in respect of that Loan Contract the next working day after the payment was due. If our reattempt to collect the full payment fails three (3) working days after the payment was due, the borrower’s Beehive account will be treated as an overdue account and we may continue to attempt to collect the funds. We will refer the default payment to an appropriately licensed recovery, security or debt collection agent (the Collections Agency), who will attempt to collect the money on your and any other relevant investors’ behalf, and you authorise us to appoint such Collections Agency on your behalf. Any fees that the Collections Agency charges for this initial debt recovery will be added to the loan amounts due and payable by the borrower that they are seeking to collect and will not automatically reduce the amount available for distribution to you.

10.3 Notwithstanding Clause 10.2 above, if the borrower defaults on a payment due under a Loan Contract, the outstanding balance shall immediately become due and payable by the borrower. The Collections Agency may deduct up to 50%, or such lower percentage agreed by us, which is representative of market practice, of the amount it recovers from the borrower and the remaining proceeds will be distributed to investors.  Where possible this fee will be added to the outstanding loan amount so as not to reduce the amount investors receive.

10.4 If the Collections Agency is unable to collect the debt, we will notify you in writing that all of the outstanding Loan Parts will be assigned to us. You acknowledge and agree that such assignment is required so that there is only one (1) claimant in any legal proceedings raised against the borrower.  You will have fourteen (14) days to opt out of this assignment if you decide to pursue the borrower yourself and must notify us of this intention in writing before the expiry of this period.  At this point we shall provide you with the relevant contact details for the borrower to enable you to pursue your claim directly.  If you fail to opt out you will be deemed to have consented to the assignment. We will then investigate with the assistance of legal counsel the prospects of recovering debt through the courts. If deemed appropriate, we will instruct legal counsel to file proceedings to recover the debt. We will pay back to investors in their proportionate share of any funds successfully recovered, less the costs and expenses (including legal costs) and any claims incurred during the process. We will act in a fair and equitable manner to achieve maximum recovery for all affected investors, which may include extending payment terms or selling the debt to a third party.

10.5 You acknowledge and agree that commencing court proceedings will be an action of last resort.  There are inherent risks in litigation and the outcome can never be guaranteed. We give no guarantee that any such action will be successful and you acknowledge that such action could result in you and other investors being ordered by the court to pay damages. In the event that your Loan Contract is assigned to us you agree that:

  • you shall not make any admissions without our prior written consent;
  • you shall allow us to conduct and/or settle all negotiations and litigation in connection with the Loan Contract; and
  • at our request, you shall provide all reasonable assistance with such negotiations or litigation.

10.6 We will endeavour to keep you up to date with the progress of any efforts to collect overdue payments, or collect on defaulted accounts. You can view an up-to-date status report in the “My Investments” section of the Site.

10.7 It is possible that the sums recovered pursuant to any debt collection action will not be sufficient to discharge all obligations owing by the borrower at that time to all relevant investors on Beehive. If that is the case, then the investors shall only be entitled to recover their proportionate share of such monies recovered. In addition, it is possible that there may be other creditors of the borrower that have claims that may be recovered in priority to those of Beehive’s investors. Legal action is by no means a guaranteed route to repayment in the event of failure by the borrower in meetings its payment obligations under a Loan Contract.

 

  1. Exclusion of liability

11.1 We give no warranty and make no representation as to the ability of borrowers to meet their payment obligations under any Loan Contract and we are in no way liable for the debts of borrowers or any failure by them to meet their financial obligations. You acknowledge and agree that you are bidding and lending on Beehive entirely at your own risk.

11.2 Calculations we provide on the Site relating to the likely rate of return on loans are for guidance purposes only and should in no way be considered a guarantee of the return which may be realised.

11.3 We cannot guarantee that there will be sufficient Bids in respect of any RFF to fully fund the RFF and allow your funds to be invested, that there will be sufficient borrowers for you to invest in or that there are sufficient other investors to buy your Loan Parts should you wish to sell them.

11.4 We cannot guarantee that Loan Parts listed for sale will be bought by other investors or the time it will take to withdraw funds from Beehive by selling Loan Parts. You should ensure when you submit a Bid on Beehive that you are able to commit to the investment for the full term of the loan.

11.5 Where we have secured any form of personal guarantee in support of a loan on your behalf as an investor, you accept that the enforceability of such personal guarantee shall be subject to normal legal risks and limitations and that we will not have ensured that any individual providing such a guarantee has been independently advised of the impact of such a personal guarantee. Such guarantees can be open to challenge, including in circumstances where the individual granting the guarantee has been subject to undue pressure or influence from a third party.

11.6 If you are an investor on Beehive, you generally cannot also be a borrower. An exception would be where you are investing in your own personal capacity but you happen to be a director, owner or representative of a business borrowing money. We retain the right to grant specific exceptions to this rule but shall in no circumstances be obliged to do so.

  1. Investor client-money

12.1 If Beehive was to stop operating or we became insolvent, we would transfer our loan servicing obligations to our appointed independent third party service provider (TPSP), with whom we have entered into a back-up servicing arrangement. We also reserve the right to use our TPSP prior to any insolvency where such action is in the best interests of all of the investors. If this happens, you acknowledge and agree that:

  • you would not be able to sell any Loan Parts;
  • you would receive distributions of funds to your nominated bank account on a basis to be determined by the appointed TPSP;
  • your dashboard section of the Site and the rest of the Site may not be available for access by you; and
  • you would receive annual statements.

12.2 The TPSP would continue to collect the Lender Fee. The TPSP may charge an additional special situation fee.

  1. Indemnity

13.1 You shall defend, indemnify, and hold us harmless, as well as our subsidiaries, affiliates, officers, directors, agents, employees, representatives, successors and assigns (collectively the Beehive Indemnified Parties), without limit, from and against any and all actions, claims, suits, demands, judgments, losses, costs, expenses, and/or damages, including attorney’s fees, for or arising out of any breach by you of these Investor Terms or any Loan Contract.  The provisions contained in this clause shall survive the termination or expiry of these Investor Terms.

 

 

  1. General Terms

14.1 The information provided on the Site is directed solely at and is for use solely by persons and organisations that meet the criteria set out in clause 1 above and the equivalent criteria set out in the Borrower Terms. This Site is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to applicable law or regulation.  Beehive is offered to you from, and these Investor Terms are entered into in, Thailand.

14.2 We may perform any of our obligations, and exercise any of the rights granted to us under these Investor Terms, through a third party. We may assign any or all of our rights and obligations under these Investor Terms to any third party.

14.3 If any clause or part of any clause of these Investor Terms is found to be void, unenforceable or invalid, then it will be severed from these Investor Terms, leaving the remainder in full force and effect, provided that the severance has not altered the basic nature of these Investor Terms.

14.4 No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Investor Terms or otherwise.

14.5 All disclaimers, indemnities and exclusions in these Investor Terms shall survive termination or expiry of these Investor Terms.

14.6 These Investor Terms and the documents referred to in them set out the entire agreement between you and us with respect to your use of Beehive and the services provided via the Site and supersede any and all prior or contemporaneous representations, communications or agreements (written or oral) made between you or us.  These Investor Terms may be amended by us from time to time, by us providing electronic notification to you of any such amended Terms on the Site.

14.7 These Investor Terms together with the documents referred to in them, and any non-contractual obligations arising out of or in connection with them, shall be governed by the laws of Thailand. You irrevocably submit to the exclusive jurisdiction of the Courts of Thailand over any claim or matter arising under or in connection with these Investor Terms and we submit to the non-exclusive jurisdiction of the Courts of Thailand in connection with the same.

  1. About us

Beehive is 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).

  1. Contacting us

Should you have any questions about these Investor Terms, or wish to contact us for any reason whatsoever, please contact us on team@beehiveasia.co.th.