This Information Technology-Based Loan Agreement (the "Agreement") is entered into and signed on _______________ (the "Effective Date") by and between:
[Lender Name], CURP: [CURP] (the "Lender"), who may be: a Mexican legal entity / individual; or a foreign legal entity / individual; who may respectively sign this Agreement either: directly in their own name or represented by PagoBoom, a corporation incorporated under the laws of the United Mexican States, domiciled in Mexico City (the "Organizer"), acting under the authority granted by the Lender;
and — [Borrower Name], CURP: [CURP] (the "Borrower").
The Lender and the Borrower shall hereinafter be referred to individually as the "Party" or the "User", and collectively as the "Parties" or the "Users".
Preamble
The Borrower has applied for a short-term loan on the "PagoBoom" mobile application (the "Platform") managed and provided by the Organizer, as a provider of Information Technology-Based Collective Financing (Crowdfunding) Services, authorized and supervised by the National Banking and Securities Commission (CNBV).
Based on the loan application and verification process, the Lender has agreed to provide said Loan to the Borrower through the Platform, in accordance with the terms and conditions of this Agreement.
The Borrower has agreed to repay the Loan to the Lender through the Platform, in accordance with the terms and conditions of this Agreement.
1. Loan
The Loan is a short-term loan from the Lender to the Borrower through the Platform with the following details:
| Effective Date | [●] |
| Loan Amount | $ [●] |
| Daily Interest Rate | [●]% / day |
| Service Fee | [●]% / day |
| Late Penalty | [●]% / day |
| Overdue Service Fee | [●]% / day |
| Value Added Tax | $ [●] |
| Loan Term | [●] day(s) |
| Beneficiary Account | [●] |
The Payment Schedule is the repayment schedule of the Loan by the Fund Recipient:
| # | Installment Amount | Coupon Discount | Amount After Discount | Due Date |
|---|---|---|---|---|
| 1 | [●] | [●] | [●] | [●] |
| 2 | [●] | [●] | [●] | [●] |
| … | ||||
The Credit Rating is the assessment conducted to determine the eligibility of the prospective borrower with predetermined criteria in accordance with the Organizer's risk management. The Borrower's Credit Rating has passed the eligibility evaluation.
Installment Amount. The installment amount is calculated based on the principal amount of the Loan and interest divided by the Loan term. Each installment includes a portion of principal payment, interest and other charges (if any).
Due Date. The Due Date for each installment is calculated based on the Effective Date. However, if the actual disbursement is delayed due to factors beyond the control of the Lender and the Organizer, such as payment system failures, banking system issues or network/system interruptions, the Organizer may adjust the Due Date based on the actual date the Borrower received the Loan, which will be indicated on the Platform.
Coupon Discount Provisions. If the Borrower uses a coupon when applying for the Loan, the applicable discount amount will be included in the payment schedule as shown on the Platform. However, if the Borrower fails to make payment on time and the Loan becomes overdue, such coupon discount will be voided and cease to be valid. Therefore, the Borrower is obligated to settle the Loan based on the original payment amount before the application of the coupon discount.
Loan Purpose. The Borrower hereby declares and warrants that the Loan will not be used for purposes that contravene applicable laws and regulations in Mexico. The Organizer and the Lender shall not be liable in case of use that deviates from the purpose provided herein.
2. Interest and penalties
Interest. Interest shall be calculated based on the Daily Interest Rate on the Loan Amount indicated in Section 1 until the Loan is fully settled. Interest shall also be calculated in the event of delayed payment. The Interest Rate established in this Agreement includes the portion to which the Lender is entitled.
Late Penalty. If the Borrower fails to make payment on the Due Date as indicated in the Payment Schedule, a late penalty will be applied to the remaining balance of the Loan Amount owed. The late penalty is calculated daily for each day of delay until the Loan is fully settled. The total Late Penalty paid by the Borrower shall not exceed the Principal Amount of the Loan.
3. Disbursement and payment
The Lender will transfer the Loan amount to the escrow account provided by the Organizer. After meeting all disbursement requirements of this Agreement, the Loan granted by the Lender will be disbursed by bank transfer to the Borrower's bank account or through another channel available on the Platform, as selected by the Borrower in this Agreement. This Loan disbursement is considered a legitimate disbursement of the Loan to the Borrower's account and a legitimate receipt of the Loan disbursement by the Borrower.
All Loan repayments must be made by the Borrower through the Platform to the associated payment channel as indicated on the Platform. The Borrower is responsible for ensuring the accuracy of payment information. Any consequences arising from the Borrower's negligence or error in relation to payment errors are the Borrower's responsibility.
The Parties acknowledge that the Platform, including its owners, managers, operators, directors, officers, employees, agents and/or representatives, does not guarantee the approval, disbursement or repayment of the Loan.
4. Early settlement
The Borrower may request early settlement of the Loan before the Due Date of one or all installments (the "Early Settlement") by contacting the Organizer through the customer service channel. Early Settlement can only be performed if the Borrower pays the entire remaining balance of the Loan principal, accrued interest and other related charges (if any) in a lump sum. The Borrower understands and accepts that the Early Settlement request is entirely at the discretion and authority of the Lender, and its approval is not guaranteed.
5. Rights and obligations of the parties
Borrower — rights
- •To receive the disbursement of the Loan amount;
- •To receive any information from the Lender related to the Loan, including interest, commissions and expenses;
- •To obtain assurance of the confidentiality and security of data and personal information provided to the Organizer; and
- •To obtain information related to the Loan facility and download this Agreement document through the Platform.
Borrower — obligations
- •To comply with and perform all obligations as stipulated in this Agreement;
- •To use borrowed funds for lawful purposes and not for unlawful purposes;
- •To repay the Loan in full, including interest, late charges (if any) and all related expenses, in a timely and correct manner;
- •To notify the Lender and the Organizer of any change related to their ability to repay the Loan;
- •To act in good faith in responding to the Organizer's correspondence;
- •To provide truthful and accurate information to the Organizer;
- •Not to assign any right or obligation without prior written consent from the Lender and the Organizer; and
- •To obtain consent from the emergency contact used or provided to the Organizer.
Lender — rights
- •To receive Loan repayment and Loan interest in a timely manner;
- •To grant power of attorney to the Organizer to collect the Loan from the Borrower;
- •To contact the emergency contact provided by the Borrower through the Organizer;
- •To obtain access to information about the use of funds through the Platform; and
- •At the Lender's discretion, to assign rights over the Loan from the Borrower to a third party, without requiring the Borrower's consent.
Lender — obligations
- •To provide the Loan Amount to the Borrower;
- •To provide clear information related to the Loan, including interest, commissions and expenses; and
- •To use the Platform for legal purposes.
6. Payment reminder and collection
The Lender and/or the Operator may send payment reminders to the Borrower before the due date to ensure timely payment. If the Borrower fails to make payment as scheduled, the Lender authorizes the Operator to send warnings and carry out collection actions in accordance with applicable legal and regulatory provisions. Collection actions may include, but are not limited to, communication through various available contact methods, delivery through digital platforms, direct visits and/or legal warning letters. The Borrower agrees to cooperate in good faith during the collection process.
7. Operator's role
Operator's rights:
- •To collect Loan payments on behalf of and in representation of the Lender from the Borrower;
- •To contact the Borrower's emergency contacts provided by the Borrower;
- •To collect, process and store User data, including personal data; and
- •To impose late penalties on the Borrower in accordance with applicable legal provisions.
Operator's obligations:
- •To ensure the disbursement of the Loan from the Lender to the Borrower;
- •To ensure the transfer of Loan payments from the Borrower to the Lender;
- •To ensure the enforcement of the Lender's rights related to the Loan under this Agreement;
- •To maintain the security and confidentiality of all personal data and personal information collected from the Borrower and the Lender through the Platform;
- •To store User data and personal information for a minimum of 5 (five) years from the termination of the business relationship; and
- •To provide consumer information and complaint services and respond to any complaints related to the use of the Platform.
8. Taxes
All and any applicable taxes arising from or related to this Agreement, directly or indirectly caused by the existence of this Agreement, whether existing or arising in the future, shall be the responsibility of each Party in accordance with the provisions of the applicable tax regulations.
9. Consent, representations and warranties
The Lender hereby declares and warrants:
- •Is a validly established legal entity or individual with full capacity to sign and be bound by this Agreement;
- •The execution of this Agreement will not violate any applicable law, governmental order or material agreement; and
- •Assumes the risk in the loan-granting activity to the Borrower.
The Borrower hereby declares and warrants:
- •Is legally of age, in good physical and mental health, has no criminal record, and has full legal capacity to sign a binding agreement;
- •All loans and obligations with other lenders are current and there are no arrears;
- •All communications and statements made through the Platform are and will always be true, real and accurate;
- •Is not involved in any illegal or criminal activities; and
- •Does not have loans with more than 3 (three) collective financing platforms.
10. Processing and use of information
The Borrower hereby expressly consents to the use by the Platform or the Lender of any information provided by the Borrower or lawfully obtained by the Platform or the Lender, in connection with the Loan, for the purpose of enforcing the Borrower's obligations under the Loan, including, but not limited to, the loan application process, credit analysis or evaluation, and other related purposes.
The Borrower hereby expressly grants consent for the collection and processing of data and personal information about and/or related to the Borrower, and for transferring such data and information to the Lender and to third parties, including, but not limited to, payment facilities, banks, credit bureaus, Fintech Association of Mexico, CNBV (including the Credit Bureau), and other authorized institutions for the purposes of providing the Loan under this Agreement.
11. Default event
Any of the following events constitutes a Default Event, regardless of the reason causing it:
- •The Borrower fails to pay the full installment amount on the Due Date;
- •The Borrower breaches or fails to comply with any provision of this Agreement;
- •The Borrower declares bankruptcy, files for suspension of payments, or admits in writing their inability to pay due debts;
- •The Borrower dies or becomes legally incapacitated;
- •Any representation, warranty or other statement made by the Borrower proves to be false, misleading or in breach; and
- •Information, personal data or other documents collected and/or provided by the Borrower prove to be false, misleading, incorrect or inaccurate.
12. Consequences of default
In the event of a Default Event, the Platform, acting in the name of and with the legal authority of the Lender, shall have the right, without need for prior notice or demand, to:
- •Disclose the Borrower's identity and related information to authorized institutions, including the CNBV;
- •Declare all outstanding obligations under this Agreement, including the total loan principal, interest, late penalties and other applicable charges, due and payable immediately in full;
- •Appoint and authorize employees, agents, representatives and/or third parties to collect the Loan directly from the Borrower;
- •Send a warning letter or legal demand from a lawyer or attorney designated by the Platform; and
- •Impose and collect late penalties, in addition to interest, on the overdue and unpaid loan amount after the Due Date of each installment.
13. Term and termination
This Agreement shall take effect from the Effective Date and remain in force until all of the Borrower's obligations under this Agreement have been fully performed, including full payment of the Loan principal, interest, commissions and applicable penalties.
The Lender or the Organizer has the right to terminate this Agreement early in the event of a Default Event or a breach of the Agreement's provisions by the Borrower. In such case, the entire outstanding amount shall become immediately due and payable in full by the Borrower.
Termination of this Agreement does not release the Parties from obligations that arose before the date of termination, including, but not limited to, payment obligations, commissions, penalties and other liabilities.
14. Other provisions
Confidentiality. The Parties agree that this Agreement and any document, information or data generated by either Party in connection with this Agreement (whether directly or indirectly, or if marked as "Confidential"), including the very existence of this Agreement, must be treated as strictly confidential and its content must not be disclosed, copied, shared, published or distributed in any way by one Party to third parties without the other Party's written consent. Exceptions apply when disclosure is required by a competent court order, a regulatory body or exchange, necessary to enforce rights under this Agreement, to professional advisors on a need-to-know basis, or to affiliates who need to know.
Applicable Law. The laws of the United Mexican States govern all matters arising from or related to this Agreement, including its validity, interpretation, construction, enforcement and compliance, including the provisions of the Law to Regulate Financial Technology Institutions (Fintech Law) and provisions issued by the CNBV.
Dispute Resolution. In the event of any dispute arising from or in connection with this Agreement, the Parties agree to resolve the dispute through friendly negotiation within a period of 30 (thirty) calendar days. If unresolved, the Parties may submit the dispute to the competent courts of Mexico City or to a Financial Sector Alternative Dispute Resolution Institution (ISAC).
Electronic Signature. This Agreement is prepared and signed electronically and the electronic signatures of the Parties have the same legal force as handwritten signatures.
Entire Agreement. If there is any discrepancy between the Loan information details in this Agreement and on the Platform, the information on the Platform shall prevail and this Agreement shall be automatically amended to conform to the Loan information on the Platform.