GENERAL TERMS AND CONDITIONS
8LENDS DECENTRALIZED CROWDLENDING PLATFORM
Operated by Alpha Systems LLC
(A Virtual Asset Service Provider Registered under the Virtual Asset Business Act, 2022)
Effective Date: 01.01.2026
RECITALS
A. The Company operates a decentralized crowdlending platform that facilitates the connection between Investors and Borrowers for the purpose of crowdlending activities using blockchain technology, smart contracts, and real-world asset collateralisation.
B. The Company is registered as a virtual asset service provider pursuant to the Virtual Asset Business Act, 2022 (as amended by the Virtual Asset Business (Amendment) Act, 2025) and operates under the supervision of the Financial Services Authority of Saint Vincent and the Grenadines.
C. These Terms set out the basis upon which the Company provides access to the Platform and Services, and establish the respective rights, obligations, and liabilities of the parties hereto.
D. The User wishes to access and utilise the Platform and Services on the terms and conditions set out herein.
NOW IT IS HEREBY AGREED as follows:
PART I – PRELIMINARY PROVISIONS
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In these General Terms and Conditions (“Terms”), unless the context otherwise requires, the following expressions shall bear the meanings ascribed to them:
“8lends” or “Platform” means the decentralized crowdlending platform operated by the Company, accessible at 8lends.io and any associated mobile applications, which facilitates the connection between Investors and Borrowers for the purpose of crowdlending activities using blockchain technology and smart contracts;
“8LNDS Token” means the native utility token of the Platform used for various functions within the 8lends ecosystem, including but not limited to staking, governance participation, and fee payment, which token does not constitute a security, collective investment scheme, or regulated financial instrument;
“Account” means the personal user account created by a User upon successful completion of the registration process and Customer Due Diligence verification;
“AML/CFT Regulations” means the Anti-Money Laundering and Terrorist Financing Regulations, 2014 (S.R.O. No. 20 of 2014), as amended by the Anti-Money Laundering and Terrorist Financing (Amendment) Regulations, 2017, and any guidance notes, codes, or directions issued thereunder by the Financial Services Authority or the Financial Intelligence Unit;
“Applicable Law” means all laws, statutes, regulations, ordinances, rules, judgments, orders, decrees, by-laws, approvals, directives, guidelines, policies, requirements, or other governmental restrictions or any similar form of decision, determination, interpretation, or administration having the force of law applicable to these Terms or the Services, including without limitation the VABA, the Consumer Protection Act, 2020 (No. 12 of 2020), the Proceeds of Crime Act, 2013 (No. 38 of 2013), the Anti-Terrorism Act, 2023 (No. 7 of 2023), the Financial Intelligence Unit Act (Chapter 169 of the Revised Laws), the Electronic Transactions Act, 2015 (Chapter 145 of the Revised Laws), and the Limited Liability Companies Act (Chapter 151 of the Revised Laws);
“Beneficial Owner” has the meaning ascribed to it under Regulation 2 of the AML/CFT Regulations and includes any natural person who ultimately owns or controls a User or on whose behalf a transaction is being conducted, including any person who exercises ultimate effective control over a legal person or arrangement;
“Blockchain” means the distributed ledger technology upon which the Platform operates and through which Virtual Asset transactions are recorded and validated in an immutable and decentralized manner;
“Borrower” means a business entity that has been verified and approved by Maclear AG pursuant to its due diligence procedures to list a project on the Platform for the purpose of seeking funding from Investors through crowdlending;
“Business Day” means any day other than a Saturday, Sunday, or public holiday in Saint Vincent and the Grenadines;
“Collateral” means the real-world assets including but not limited to inventory, stock commodities, equipment, receivables, and invoices pledged by a Borrower to secure a Loan, which are held and managed by Maclear AG as collateral holder;
“Company”, “we”, “us”, or “our” means Alpha Systems LLC, a limited liability company duly incorporated and existing under the laws of Saint Vincent and the Grenadines pursuant to the Limited Liability Companies Act (Company No. 3895 LLC 2024), with its registered office at Suite 305, Griffith Corporate Centre, Beachmont, Kingstown, Saint Vincent and the Grenadines;
“Consumer” has the meaning ascribed to it under section 2 of the Consumer Protection Act, 2020, being a natural person who enters into a transaction with a supplier in the ordinary course of the supplier’s business primarily for personal, household, or domestic purposes;
“Consumer Protection Act” means the Consumer Protection Act, 2020 (No. 12 of 2020) of Saint Vincent and the Grenadines, as amended from time to time, including all regulations and schedules thereunder;
“Customer Due Diligence” or “CDD” means the measures required under Regulations 9 to 15 of the AML/CFT Regulations for identifying and verifying the identity of Users, determining beneficial ownership, and obtaining information on the purpose and intended nature of the business relationship;
“DeFi” means decentralized finance, referring to financial services built on blockchain technology that operate through smart contracts without reliance upon traditional financial intermediaries;
“Electronic Transactions Act” means the Electronic Transactions Act, 2015 (Chapter 145 of the Revised Laws of Saint Vincent and the Grenadines);
“Enhanced Due Diligence” or “EDD” means the additional verification measures required under Regulation 14 of the AML/CFT Regulations in circumstances presenting a higher risk of money laundering or terrorist financing;
“FIU” means the Financial Intelligence Unit of Saint Vincent and the Grenadines established pursuant to the Financial Intelligence Unit Act;
“Force Majeure Event” has the meaning ascribed to it in Clause 25;
“FSA” means the Financial Services Authority of Saint Vincent and the Grenadines, being the supervisory authority responsible for the regulation and oversight of virtual asset businesses pursuant to section 3 of the VABA;
“Investment Pool” means a collective funding arrangement whereby multiple Investors contribute funds to finance a particular Loan through Smart Contracts deployed on the Platform;
“Investor” means a User who has been verified and approved to invest in Loans listed on the Platform through the contribution of funds to Investment Pools;
“Loan” means the credit facility extended to a Borrower through the Platform, funded by Investors through an Investment Pool and secured by Collateral;
“Maclear AG” means Maclear AG, a company incorporated under the laws of Switzerland, which serves as the parent company of the Company and acts as collateral holder and due diligence provider for Borrowers on the Platform;
“Oracle” means a third-party service that provides external data to Smart Contracts on the Blockchain, including but not limited to price feeds, interest rates, and other market data;
“PEP” means a politically exposed person as defined in Regulation 2 of the AML/CFT Regulations, being an individual who is or has been entrusted with a prominent public function, together with their family members and close associates;
“Platform Fee” means the fee of three percent (3%) of the total amount raised, charged by the Company upon the successful completion of a funding target for a Loan;
“Privacy Policy” means our policy governing the collection, use, storage, and disclosure of personal data, as published on the Platform and incorporated herein by reference;
“Prohibited Jurisdiction” means any jurisdiction where access to or use of the Platform or Services would be contrary to Applicable Law or regulation, including but not limited to jurisdictions subject to comprehensive sanctions by the United Nations Security Council, European Union, United States Office of Foreign Assets Control, or His Majesty’s Treasury;
“Services” means all services provided by the Company through the Platform, including but not limited to crowdlending facilitation, Investment Pool management, Smart Contract execution, token services, and any ancillary services;
“Smart Contract” means self-executing computer code deployed on the Blockchain that automatically enforces the terms and conditions of agreements between parties without the need for intermediary intervention, the operation of which is deterministic and, once deployed, generally immutable;
“User”, “you”, or “your” means any natural person or legal entity that accesses or uses the Platform, whether as a visitor, registered user, Investor, or Borrower;
“VABA” means the Virtual Asset Business Act, 2022 (No. 9 of 2022) of Saint Vincent and the Grenadines, as amended by the Virtual Asset Business (Amendment) Act, 2025, and any regulations made thereunder including the Draft Virtual Asset Business Regulations, 2025;
“Virtual Asset” has the meaning ascribed to it under section 2 of the VABA and includes any digital representation of value that can be digitally traded, transferred, or used for payment or investment purposes, but does not include digital representations of fiat currencies, securities, or other financial assets already covered under other legislation;
“Wallet” means a digital wallet that enables Users to store, send, and receive Virtual Assets, whether custodial (where private keys are held by a third party) or non-custodial (where the User retains sole control of private keys).
1.2 Rules of Interpretation. In these Terms, unless the context otherwise requires:
(a) references to any statute, statutory provision, or regulation include any statutory modification, consolidation, or re-enactment thereof from time to time in force, together with all instruments, orders, and regulations made thereunder;
(b) words importing the singular include the plural and vice versa, and words importing any gender include all genders;
(c) references to a “person” include any natural person, body corporate, unincorporated association, partnership, government, state, agency, or other entity, whether or not having separate legal personality;
(d) headings and the table of contents are inserted for convenience only and shall not affect the construction or interpretation of these Terms;
(e) references to “including”, “include”, or “in particular” shall be construed as illustrative and without limitation to the generality of the preceding words;
(f) references to “writing” or “written” include electronic communications in accordance with sections 13 to 17 of the Electronic Transactions Act;
(g) references to Clauses and Parts are to clauses and parts of these Terms;
(h) references to “parties” means the Company and the User, and “party” means either of them;
(i) any obligation on a party not to do something includes an obligation not to allow that thing to be done;
(j) references to “days” mean calendar days unless Business Days are expressly specified;
(k) where any word or phrase is given a defined meaning, any other grammatical form of that word or phrase shall have a corresponding meaning.
1.3 Contra Proferentem. In accordance with section 92(2) of the Consumer Protection Act, if there is doubt about the meaning of a written term in these Terms, the interpretation that is most favourable to the Consumer shall prevail. Notwithstanding the foregoing, this rule of construction shall not apply to provisions that are plain and intelligible and that relate to the definition of the main subject-matter or the adequacy of the price or remuneration as against the Services supplied in exchange, in accordance with section 92(3) of the Consumer Protection Act.
1.4 Hierarchy of Documents. In the event of any conflict or inconsistency between these Terms and the Privacy Policy, these Terms shall prevail to the extent of such conflict or inconsistency, save that in respect of matters relating to the processing of personal data, the Privacy Policy shall prevail.
2. LEGAL FRAMEWORK AND REGULATORY STATUS
2.1 Regulatory Registration. The Company is registered as a virtual asset service provider with the FSA pursuant to section 6 of the VABA and operates within the regulatory framework established thereunder. Users acknowledge that the Company is required to comply with all regulatory requirements imposed by the FSA and other relevant authorities, and that the Company’s ability to provide the Services is contingent upon the maintenance of its registration.
2.2 Consumer Agreement. Where the User is a Consumer within the meaning of section 2 of the Consumer Protection Act, these Terms constitute a consumer agreement within the meaning of that Act. Users who qualify as Consumers shall be entitled to the protections afforded under Part VIII (Unfair Terms) of the Consumer Protection Act, including but not limited to sections 91 to 98 thereof. Nothing in these Terms shall exclude, restrict, or modify any rights or remedies to which a Consumer is entitled under the Consumer Protection Act that cannot lawfully be excluded, restricted, or modified.
2.3 Statutory Deposit. In accordance with section 11 of the VABA, the Company maintains a statutory deposit with the FSA in the amount of one hundred thousand Eastern Caribbean Dollars (EC$100,000), or twenty-five percent (25%) of the Company’s total financial obligations to clients, whichever is greater, as security for the protection of client assets and interests.
2.4 Security Audits. In compliance with section 6(3)(h) of the VABA and Regulation 23 of the Draft Virtual Asset Business Regulations, 2025, the Platform’s Smart Contracts have been subjected to independent security audits by recognized Web3 security providers, including Certik and Cyberscope. Copies of audit reports are available upon written request to the Company.
2.5 AML/CFT Compliance. The Company is a service provider within the meaning of the AML/CFT Regulations and is required to implement and maintain policies, procedures, and controls to prevent money laundering and terrorist financing in accordance with those Regulations. Users acknowledge and agree that the Company may take any action it considers necessary to comply with its obligations under the AML/CFT Regulations, including but not limited to refusing to process transactions, freezing accounts, or filing suspicious activity reports with the FIU.
3. ACCEPTANCE OF TERMS
3.1 Formation of Agreement. By accessing, browsing, or using the Platform, creating an Account, or utilising any of the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy. Your acceptance of these Terms creates a binding legal agreement between you and the Company. If you do not agree to these Terms in their entirety, you must immediately cease using the Platform and Services.
3.2 Electronic Acceptance. In accordance with sections 13 and 16 of the Electronic Transactions Act, your electronic acceptance of these Terms through the Platform shall constitute a valid and binding agreement with the same legal effect as a handwritten signature. You agree that the electronic record of your acceptance shall be admissible as evidence of your agreement to these Terms in any legal or administrative proceeding.
3.3 Language. The governing language of these Terms is English. Where these Terms have been translated into any other language, the English language version shall prevail in the event of any conflict, inconsistency, or ambiguity between the English version and any translation thereof.
3.4 Amendments. The Company reserves the right to amend, modify, or update these Terms at any time in its sole discretion. Notice of amendments shall be provided to Users by email to the address associated with their Account and/or by prominent display on the Platform. Material amendments shall be notified at least fourteen (14) days prior to the effective date of such amendments. Continued use of the Platform following the effective date of any amendments shall constitute your acceptance of the amended Terms. If you do not agree to any amendment, your sole remedy is to discontinue use of the Platform and close your Account.
3.5 Capacity. By accepting these Terms, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement. If you are accepting these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.
PART II – USER ELIGIBILITY AND OBLIGATIONS
4. ELIGIBILITY REQUIREMENTS
4.1 General Eligibility. To be eligible to use the Platform and Services, you must satisfy each of the following conditions precedent:
(a) be at least eighteen (18) years of age or the age of majority in your jurisdiction of residence, whichever is higher;
(b) possess the legal capacity to enter into binding contracts under the laws of your jurisdiction of residence;
(c) not be a resident, citizen, national, or person located in, incorporated in, or organised under the laws of a Prohibited Jurisdiction;
(d) not be a person or entity that is, or is owned or controlled by a person or entity that is, subject to sanctions imposed by the United Nations Security Council, European Union, United States Office of Foreign Assets Control, His Majesty’s Treasury, or any other applicable sanctions authority;
(e) not be a PEP, or a family member or close associate of a PEP, unless Enhanced Due Diligence has been conducted and specific approval granted by the Company;
(f) provide accurate, current, complete, and truthful information during registration and throughout your relationship with the Company;
(g) successfully complete the Company’s Customer Due Diligence procedures to the Company’s satisfaction.
4.2 Corporate Users. Where you are acting on behalf of a legal entity, you represent and warrant that: (a) the legal entity is duly organised, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organisation; (b) you are duly authorised to act on behalf of such entity and to bind such entity to these Terms; (c) the entity’s entry into and performance of these Terms will not violate its constitutional documents or any Applicable Law; and (d) all corporate authorisations, consents, and approvals required for the entity to enter into and perform these Terms have been obtained.
4.3 Ongoing Eligibility. You shall ensure that you continue to satisfy the eligibility requirements set out in Clause 4.1 at all times during your use of the Platform. You shall promptly notify the Company in writing of any circumstances that may affect your eligibility.
5. ACCOUNT REGISTRATION AND CUSTOMER DUE DILIGENCE
5.1 Registration. To access the full functionality of the Platform and participate in investment activities, you must create an Account by completing the Company’s registration process. The Company reserves the right to refuse registration or to limit, suspend, or terminate any Account at its sole discretion without providing reasons therefor, subject to Applicable Law.
5.2 CDD Requirements. In compliance with Regulations 9 to 15 of the AML/CFT Regulations, you shall be required to provide the following information and documentation during registration and on an ongoing basis as may be requested by the Company:
(a) For natural persons: full legal name as it appears on government-issued identification; date of birth; place of birth; nationality and citizenship; residential address; valid government-issued photographic identification (passport, national identity card, or driver’s licence); independent verification of address dated within the preceding three (3) months (utility bill, bank statement, or government correspondence); source of funds for intended transactions; source of wealth; occupation and employer details; and such other information as the Company may reasonably require;
(b) For legal entities: certificate of incorporation or formation; memorandum and articles of association or equivalent constitutional documents; certificate of good standing (dated within the preceding six months); register of directors and officers; register of members or shareholders; identification documentation for all Beneficial Owners holding directly or indirectly twenty-five percent (25%) or more of shares or voting rights; identification documentation for all directors, officers, and authorised signatories; proof of registered office address; details of the nature, purpose, and intended pattern of the business relationship; board resolution authorising the relationship; and such other information as the Company may reasonably require;
(c) For all Users: such additional information as the Company may reasonably require to comply with its regulatory obligations, including but not limited to information required for sanctions screening, PEP identification, and ongoing transaction monitoring.
5.3 Enhanced Due Diligence. In accordance with Regulation 14 of the AML/CFT Regulations, the Company may conduct Enhanced Due Diligence in circumstances including but not limited to: (a) Users from or connected with higher-risk jurisdictions as identified by the Financial Action Task Force or the FSA; (b) Users who are PEPs, or family members or close associates of PEPs; (c) complex or unusual ownership structures; (d) transactions of unusual nature, size, or pattern; (e) non-face-to-face business relationships; and (f) any other circumstances presenting a higher risk of money laundering or terrorist financing.
5.4 Verification. The Company may utilise third-party identity verification service providers, including but not limited to Truiloo and Persona, and blockchain analytics providers, including but not limited to Chainalysis and Elliptic, to verify the information you provide and to conduct ongoing monitoring. You consent to such verification and monitoring.
5.5 Account Security. You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your password, private keys, and any two-factor authentication devices or codes. You shall: (a) use strong, unique passwords; (b) enable multi-factor authentication where available; (c) not share your credentials with any third party; and (d) immediately notify the Company of any unauthorised access to or use of your Account. You shall be liable for all activities conducted through your Account until such time as the Company has had a reasonable opportunity to act upon notification of compromise.
5.6 Suspension and Termination. The Company reserves the right to suspend, restrict, or terminate your Account at any time where: (a) the Company suspects fraudulent, illegal, or suspicious activity; (b) you breach any provision of these Terms; (c) the Company is required to do so to comply with Applicable Law or directions from competent authorities; (d) the Company is unable to verify your identity or the information you have provided; or (e) the Company determines in its sole discretion that continued provision of Services to you would expose the Company to unacceptable risk.
6. USER REPRESENTATIONS AND WARRANTIES
6.1 Representations. By using the Platform, you represent and warrant to the Company on a continuing basis that:
(a) all information provided by you is true, accurate, current, and complete in all material respects;
(b) you shall promptly update your information to ensure it remains true, accurate, current, and complete;
(c) your access to and use of the Platform does not violate any Applicable Law in your jurisdiction of residence or any other applicable jurisdiction;
(d) the funds used for investment on the Platform are derived from legitimate sources and are not the proceeds of criminal activity;
(e) you are not using the Platform for money laundering, terrorist financing, proliferation financing, or any other illegal purpose;
(f) you possess sufficient knowledge, sophistication, and experience to understand and evaluate the risks associated with investing in Virtual Assets and crowdlending activities;
(g) you have conducted your own independent assessment of the suitability and risks of any investment on the Platform, and you are not relying on the Company for investment advice;
(h) you accept and understand that investments carry risk, including the risk of total loss, and that the value of investments may go down as well as up;
(i) you are investing only funds that you can afford to lose entirely without materially affecting your financial condition or standard of living;
(j) you are acting for your own account and not as agent, trustee, or nominee for any undisclosed principal.
7. PROHIBITED ACTIVITIES
7.1 Prohibited Conduct. You agree not to engage in, attempt to engage in, or facilitate any of the following prohibited activities:
(a) using the Platform for any unlawful purpose or in violation of any Applicable Law;
(b) engaging in, or using the Platform to facilitate, money laundering, terrorist financing, proliferation financing, tax evasion, fraud, or any other financial crime;
(c) providing false, inaccurate, or misleading information to the Company;
(d) circumventing or attempting to circumvent any security features, access controls, usage limits, or restrictions on the Platform;
(e) using automated systems, bots, scrapers, spiders, or scripts to access the Platform without prior written authorisation;
(f) interfering with, disrupting, or impairing the integrity, security, or operation of the Platform or its underlying infrastructure;
(g) uploading, transmitting, or distributing malicious code, viruses, worms, Trojan horses, or other harmful software;
(h) manipulating the market, engaging in wash trading, front-running, or conducting coordinated activities to artificially influence token or asset prices;
(i) creating multiple Accounts or assisting others in creating Accounts to circumvent Platform rules, limitations, or enforcement actions;
(j) infringing upon the intellectual property rights of the Company or any third party;
(k) defaming, harassing, threatening, or engaging in abusive conduct towards other Users, Company personnel, or third parties;
(l) engaging in any activity that, in the Company’s reasonable judgment, may bring the Company or the Platform into disrepute.
7.2 Consequences. Violation of any prohibited activity may result in immediate suspension or termination of your Account, forfeiture of any pending returns, and referral to law enforcement or regulatory authorities where appropriate. The Company reserves all rights and remedies available at law and in equity.
PART III – PLATFORM SERVICES
8. DESCRIPTION OF SERVICES
8.1 Platform Services. The Platform provides decentralized crowdlending services that connect Investors with verified Borrowers seeking funding for projects in sectors including but not limited to production, agriculture, retail, and logistics. The Services comprise:
(a) project listing and discovery services enabling Borrowers to present funding opportunities and Investors to browse, evaluate, and select available projects;
(b) Investment Pool management through Smart Contracts enabling collective investment in Loans;
(c) automated distribution of interest payments and principal repayments to Investors through Smart Contract execution;
(d) access to collateralized lending with real-world asset security managed by Maclear AG;
(e) token services relating to the 8LNDS Token ecosystem;
(f) such other services as the Company may introduce from time to time.
8.2 Platform Operator Role. The Company acts solely as a technology facilitator and platform operator. The Company does not and shall not act as: (a) a lender, borrower, or party to any Loan; (b) a guarantor or insurer of any Loan or investment return; (c) an investment advisor or fiduciary; (d) a securities broker or dealer; or (e) a deposit-taking institution or bank. Investment decisions are made solely by Users, and the Company shall not be responsible for the outcome of any investment decision.
8.3 No Advice. The Company does not provide and shall not be construed as providing investment, legal, tax, accounting, or financial advice. Information provided on the Platform is for general informational purposes only and shall not be construed as a recommendation, solicitation, or offer to buy or sell any Virtual Asset or to enter into any transaction. You should obtain independent professional advice tailored to your specific circumstances before making any investment decision.
9. BORROWER VERIFICATION AND PROJECT LISTING
9.1 Due Diligence Process. All Borrowers undergo a rigorous verification process conducted by Maclear AG, which includes but is not limited to:
(a) a comprehensive forty-point risk assessment of the business, including assessment of management, operations, financial condition, market position, and repayment capacity;
(b) evaluation of audited or reviewed financial statements, including balance sheets, income statements, cash flow statements, and related notes;
(c) assessment of credit history, creditworthiness, and repayment track record;
(d) verification of operational viability, business model sustainability, and market position;
(e) independent valuation of proposed Collateral by qualified valuers;
(f) verification of legal status, corporate authorisations, and beneficial ownership;
(g) AML/CFT screening and sanctions checks.
9.2 No Guarantee. Notwithstanding the verification process described in Clause 9.1, the Company does not and cannot guarantee: (a) the creditworthiness, solvency, or financial condition of any Borrower; (b) the accuracy, completeness, or reliability of information provided by Borrowers; (c) the success, profitability, or completion of any project listed on the Platform; or (d) the repayment of any Loan or the payment of any interest thereon. Users acknowledge and accept that they bear the risk of Borrower default.
10. COLLATERALIZATION AND ASSET SECURITY
10.1 Collateral Arrangements. Loans on the Platform are secured by real-world Collateral. Maclear AG serves as the designated collateral holder and trustee and is responsible for:
(a) conducting independent valuations of proposed Collateral prior to Loan approval;
(b) ensuring Collateral is properly documented, legally secured, and perfected under applicable law;
(c) monitoring the Collateral throughout the Loan term to ensure it remains sufficient, unencumbered, and properly maintained;
(d) initiating enforcement proceedings and liquidation of Collateral in the event of Borrower default;
(e) distributing proceeds of Collateral liquidation to Investors on a pro rata basis.
10.2 Collateral Risks. Users acknowledge and accept that:
(a) the value of Collateral may fluctuate due to market conditions, depreciation, damage, or obsolescence, and may be insufficient to cover outstanding amounts in the event of default;
(b) enforcement and liquidation of Collateral is subject to the laws of the jurisdiction where the Collateral is located, which may differ from the laws of Saint Vincent and the Grenadines, and may be time-consuming, costly, and subject to legal challenge;
(c) there is no guarantee that Collateral will be successfully liquidated, that liquidation will occur within a particular timeframe, or that recovery will be made in full or at all;
(d) prior ranking security interests, statutory liens, or the rights of other creditors may take priority over Investors’ claims;
(e) Collateral documentation or perfection may be defective, rendering security interests unenforceable.
11. INVESTMENT PROCESS AND RETURNS
11.1 Investment Mechanics. The investment process operates as follows:
(a) verified Borrowers list projects with detailed information including business description, loan purpose, requested amount, interest rate, loan term, repayment schedule, and Collateral details;
(b) Investors review project listings and select opportunities aligned with their investment objectives, risk tolerance, and due diligence conclusions;
(c) Investors contribute funds to Investment Pools through the Platform’s Smart Contracts;
(d) upon reaching the funding target, the Platform Fee is deducted and the remaining funds are disbursed to the Borrower;
(e) Borrowers make periodic interest payments and principal repayments as specified in the loan terms;
(f) returns are distributed proportionally to Investors based on their contributions through Smart Contract automation.
11.2 Indicative Returns. Interest rates and expected returns displayed on the Platform are indicative only and are not guaranteed. Actual returns may differ materially due to factors including but not limited to Borrower default, partial default, late payment, early repayment, currency fluctuations, Collateral shortfall, and Smart Contract execution issues.
11.3 Irrevocability. Investment decisions are irrevocable once funds are committed to an Investment Pool and the relevant Smart Contract transaction has been confirmed on the Blockchain. Users acknowledge and accept that: (a) they cannot cancel or reverse committed investments; (b) they cannot withdraw committed funds prior to the scheduled maturity date except in circumstances expressly permitted by the Platform; and (c) the immutability of Blockchain transactions means that errors cannot be corrected after confirmation.
11.4 Smart Contract Dependency. Users acknowledge that the investment process relies upon the correct functioning of Smart Contracts and Oracles. Smart Contracts, once deployed, are generally immutable and will execute automatically according to their coded logic. The Company cannot intervene in, reverse, or modify Smart Contract execution after deployment. Oracle failure or manipulation may result in incorrect data being provided to Smart Contracts, potentially causing unintended outcomes.
12. FEES AND CHARGES
12.1 Platform Fee. The Company charges a Platform Fee of three percent (3%) of the total amount raised upon successful completion of a funding target. This fee is deducted automatically from the Investment Pool prior to disbursement to the Borrower and is non-refundable.
12.2 Ancillary Fees. Additional fees may apply for ancillary services, including but not limited to token staking, premium features, enhanced reporting, and expedited processing. Any such fees shall be clearly disclosed to Users prior to the provision of the relevant service.
12.3 Network Fees. Users are responsible for all blockchain network fees (“gas fees”) associated with their transactions. These fees are determined by network conditions and congestion, are paid directly to network validators or miners, and are not controlled by, received by, or payable to the Company. Gas fees are non-refundable regardless of whether a transaction is successful.
12.4 Tax Obligations. Users are solely responsible for determining and discharging any tax obligations arising from their use of the Platform, including but not limited to income tax, capital gains tax, withholding tax, value-added tax, goods and services tax, and any other taxes, duties, or levies imposed by any jurisdiction. The Company does not provide tax advice and does not withhold or remit taxes on behalf of Users except where required by Applicable Law. Users should consult qualified tax professionals in their jurisdiction of residence.
13. 8LNDS TOKEN
13.1 Utility Token. The 8LNDS Token is a utility token that provides access to certain features, functions, and benefits within the Platform ecosystem. The 8LNDS Token expressly does not constitute:
(a) an equity interest, ownership stake, or share in the Company or any affiliated entity;
(b) any right to dividends, distributions, profits, or revenue of the Company;
(c) any right to vote on or participate in the governance or management of the Company;
(d) a security, collective investment scheme, derivative, or regulated financial instrument under Applicable Law;
(e) a deposit or investment guaranteed by the Company or any government deposit protection scheme.
13.2 Token Value. The value of the 8LNDS Token may fluctuate significantly and is determined by market forces beyond the Company’s control. Users acknowledge and accept that purchasing, holding, or using the 8LNDS Token involves substantial risk, including the possibility of losing the entire value of tokens held. The Company makes no representation or warranty as to the current or future value of the 8LNDS Token.
PART IV – RISK DISCLOSURES
14. ACKNOWLEDGMENT OF RISKS
14.1 General Risk Warning. INVESTING IN VIRTUAL ASSETS AND CROWDLENDING ACTIVITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER YOUR FINANCIAL CIRCUMSTANCES, INVESTMENT OBJECTIVES, AND RISK TOLERANCE BEFORE USING THE PLATFORM. YOU SHOULD NOT INVEST FUNDS THAT YOU CANNOT AFFORD TO LOSE.
14.2 Specific Risks. By using the Platform, you acknowledge and accept that you have been made aware of, understand, and accept the following material risks:
(a) Credit and Default Risk: Borrowers may fail to make interest payments or repay principal, whether partially or in full, whether due to financial difficulty, insolvency, fraud, or other causes. Even where Loans are secured by Collateral, recovery may be delayed, incomplete, or impossible.
(b) Market and Price Risk: The value of Virtual Assets, including the 8LNDS Token, is highly volatile and may decline substantially or become worthless. Past performance is not indicative of future results. You may lose all or a substantial portion of your investment.
(c) Liquidity Risk: Investments in Loans are generally illiquid and cannot be redeemed or withdrawn prior to maturity. There may be limited or no secondary market for certain Virtual Assets. You may be unable to sell or transfer your investments when desired or at a price you consider acceptable.
(d) Technology and Smart Contract Risk: Despite security audits, Smart Contracts may contain undiscovered vulnerabilities, bugs, or errors that could result in loss of funds, unintended execution, or failure to execute. Blockchain technology is evolving and may be subject to unforeseen technical issues, network congestion, or protocol changes. Oracles may fail, be manipulated, or provide incorrect data.
(e) Regulatory Risk: The regulatory landscape for Virtual Assets and DeFi is evolving and uncertain. Changes in law, regulation, or regulatory interpretation in any jurisdiction may adversely affect the legality, availability, or value of the Platform, Services, Virtual Assets, or your investments. The Company may be required to suspend or cease operations, restrict access, or modify the Services in response to regulatory developments.
(f) Cybersecurity Risk: Despite security measures, the Platform, Smart Contracts, and User Accounts may be subject to hacking, cyber-attacks, social engineering, phishing, or other malicious activity that could result in theft, loss, or unauthorised disclosure of funds, data, or personal information.
(g) Operational Risk: System failures, software errors, hardware malfunctions, human error, or inadequate processes may affect the delivery of Services or result in financial loss.
(h) Counterparty Risk: The financial condition, operational capacity, or integrity of the Company, Maclear AG, service providers, custodians, or other counterparties may deteriorate, potentially affecting the Services, security of funds, or value of investments.
(i) Force Majeure Risk: Events beyond the Company’s control, including but not limited to natural disasters, pandemics, war, civil unrest, terrorist attacks, governmental action, or infrastructure failure, may disrupt or prevent the provision of Services.
(j) Collateral Risk: As more fully described in Clause 10.2, Collateral may be insufficient, unenforceable, or subject to prior claims.
14.3 Non-Exhaustive. The foregoing list of risks is not exhaustive. Additional risks not presently known to the Company, or that the Company currently considers immaterial, may also adversely affect your investments. If you are uncertain about any aspect of these risks, you should seek independent professional advice before using the Platform.
PART V – LIABILITY AND INDEMNIFICATION
15. LIMITATION OF LIABILITY
15.1 Exclusion of Liability. To the maximum extent permitted by Applicable Law, and subject to Clauses 15.4 and 15.5, the Company, its directors, officers, employees, agents, affiliates (including Maclear AG), and service providers (collectively, the “Company Parties”) shall not be liable to you for:
(a) any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses;
(b) any loss of profits, revenue, business, business opportunities, anticipated savings, or goodwill;
(c) any losses arising from investment decisions made by you;
(d) any losses arising from Borrower default, late payment, or failure to perform;
(e) any losses arising from fluctuations in the value of Virtual Assets or Collateral;
(f) any losses arising from unauthorised access to your Account due to your failure to maintain the security of your credentials;
(g) any losses arising from actions taken by the Company to comply with Applicable Law or directions from competent authorities;
(h) any losses arising from Smart Contract vulnerabilities, bugs, or execution errors;
(i) any losses arising from Oracle failure, manipulation, or incorrect data;
(j) any losses arising from Blockchain network congestion, failure, or protocol changes;
(k) any losses arising from a Force Majeure Event.
15.2 Cap on Liability. Subject to Clauses 15.4 and 15.5, in no event shall the aggregate liability of the Company Parties to you under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, exceed the greater of: (a) the total Platform Fees paid by you to the Company in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one thousand United States Dollars (US$1,000).
15.3 Reasonableness. The limitations and exclusions in this Clause 15 reflect the allocation of risk between the parties and are a fundamental element of the basis of the bargain between the parties. The Platform and Services would not be provided without such limitations. You acknowledge that the limitations are reasonable having regard to all the circumstances, including the nature of the Services, the risks inherent in Virtual Asset activities, and the availability of insurance.
15.4 Consumer Protection. The limitations and exclusions in this Clause 15 are subject to and shall be construed in accordance with the Consumer Protection Act. In particular, and without limitation:
(a) nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence;
(b) nothing in these Terms shall exclude or limit liability for fraud or fraudulent misrepresentation;
(c) where you are a Consumer, sections 91 to 98 (Unfair Terms) of the Consumer Protection Act shall apply, and any term that is unfair within the meaning of section 91 shall be unenforceable against you;
(d) the indemnity in Clause 16 shall be subject to section 94 (Indemnity subject to reasonableness) of the Consumer Protection Act;
(e) section 95 (Loss or damage from defective goods or negligence of manufacturer) of the Consumer Protection Act is not excluded.
15.5 Non-Excludable Rights. Nothing in these Terms shall exclude or limit any liability or right that cannot lawfully be excluded or limited under Applicable Law. If any jurisdiction does not permit the exclusion or limitation of certain liabilities, the liability of the Company Parties shall be limited to the maximum extent permitted by law.
16. INDEMNIFICATION
16.1 Indemnity. Subject to Clause 15.4(d) and section 94 of the Consumer Protection Act, you agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or relating to:
(a) your breach of any provision of these Terms;
(b) your violation of any Applicable Law;
(c) your use or misuse of the Platform or Services;
(d) any inaccuracy, incompleteness, or misrepresentation in information provided by you;
(e) your infringement of any intellectual property or other rights of any third party;
(f) any claim by a third party arising from your acts, omissions, or conduct.
16.2 Conduct of Claims. The Company shall notify you promptly of any claim in respect of which it seeks indemnification. You shall not settle any claim without the Company’s prior written consent. The Company may participate in the defence of any claim at its own expense.
PART VI – DISCLAIMERS
17. DISCLAIMERS
17.1 “As Is” Basis. SUBJECT TO CLAUSE 15.4 AND THE CONSUMER PROTECTION ACT, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
17.2 No Warranty. Without limiting the generality of Clause 17.1, the Company does not warrant that: (a) the Platform or Services will be uninterrupted, timely, secure, or error-free; (b) the results obtained from using the Platform will be accurate, reliable, or complete; (c) any defects in the Platform will be corrected; (d) the Platform is free from viruses, malware, or other harmful components; or (e) the Platform or Services will meet your requirements or expectations.
17.3 Third-Party Content. The Platform may contain links to third-party websites, applications, or services. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party sites or services. You acknowledge and agree that the Company shall not be responsible or liable for any damage or loss caused by your use of or reliance on any such content, goods, or services.
PART VII – INTELLECTUAL PROPERTY
18. INTELLECTUAL PROPERTY RIGHTS
18.1 Ownership. All intellectual property rights in the Platform, including but not limited to trademarks, service marks, trade names, logos, domain names, copyrights, database rights, design rights, patents, patent applications, trade secrets, know-how, and all other intellectual property rights (whether registered or unregistered), are owned by or licensed to the Company. Nothing in these Terms grants you any right, title, or interest in such intellectual property except as expressly stated herein.
18.2 Limited Licence. Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for your personal use in connection with the Services. This licence does not include any right to: (a) sell, resell, or commercially exploit the Platform or any content thereon; (b) modify, adapt, translate, or create derivative works; (c) reverse engineer, disassemble, or decompile any software; or (d) use any data mining, robots, or similar data gathering methods.
18.3 Reservation of Rights. All rights not expressly granted herein are reserved to the Company.
PART VIII – TERMINATION
19. TERMINATION
19.1 User Termination. You may terminate your Account and these Terms at any time by providing written notice to the Company at hello@8lends.io, subject to: (a) the completion of any outstanding transactions; (b) the settlement of any amounts owed to the Company; and (c) such reasonable period as the Company may require to process the termination.
19.2 Company Termination. The Company may terminate or suspend your Account and access to the Services immediately, without prior notice or liability, for any reason, including but not limited to: (a) breach of any provision of these Terms; (b) fraudulent, abusive, illegal, or suspicious activity; (c) request or direction from law enforcement, regulatory, or other governmental authority; (d) extended periods of inactivity; (e) discontinuation or modification of the Platform or Services; (f) the Company’s determination that continued provision of Services to you would expose the Company to unacceptable legal, regulatory, or reputational risk.
19.3 Effect of Termination. Upon termination: (a) your right to access and use the Platform shall immediately cease; (b) you shall remain liable for all obligations incurred prior to termination; (c) the Company may retain such information as is required by Applicable Law or for legitimate business purposes; (d) the following provisions shall survive and continue in full force and effect: Clause 1 (Definitions and Interpretation), Clause 14 (Risk Disclosures), Clauses 15 and 16 (Liability and Indemnification), Clause 17 (Disclaimers), Clause 18 (Intellectual Property), this Clause 19.3, Clauses 20 to 23 (Dispute Resolution and General Provisions), and any other provisions that by their nature should survive termination.
PART IX – DISPUTE RESOLUTION
20. COMPLAINTS AND DISPUTE RESOLUTION
20.1 Internal Complaints. If you have any complaint, concern, or dispute regarding the Services, you should first contact our customer support team at hello@8lends.io setting out in reasonable detail the nature of your complaint and the relief sought. The Company shall: (a) acknowledge your complaint within five (5) Business Days of receipt; and (b) provide a substantive response within thirty (30) Business Days of receipt, or such longer period as may be reasonably required for complex matters, with notice to you of any extension.
20.2 Negotiation. Any dispute, controversy, or claim arising out of or relating to these Terms or the Services (a “Dispute”) that cannot be resolved through the internal complaints process shall first be subject to good faith negotiation between the parties for a period of thirty (30) days from written notice of the Dispute.
20.3 Mediation. If the Dispute cannot be resolved through negotiation, the parties shall attempt to resolve the Dispute through mediation administered by a mutually agreed mediator, or failing agreement, a mediator appointed by the Chartered Institute of Arbitrators, with the costs of mediation to be shared equally between the parties.
20.4 Arbitration. If the Dispute cannot be resolved through mediation within sixty (60) days from the commencement of mediation, the Dispute shall be finally resolved by binding arbitration in accordance with the Rules of the Chartered Institute of Arbitrators. The seat of arbitration shall be Kingstown, Saint Vincent and the Grenadines. The language of arbitration shall be English. The arbitral tribunal shall consist of one arbitrator. The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
20.5 Interim Relief. Notwithstanding the foregoing, nothing in this Clause 20 shall prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction in circumstances where such relief is necessary to protect such party’s rights, property, or interests pending resolution of the Dispute.
20.6 Consumer Tribunal. Users who qualify as Consumers under the Consumer Protection Act may also seek recourse through the Consumer Protection Tribunal established under Part IV of that Act for matters within its jurisdiction. Nothing in this Clause 20 shall be construed as limiting or excluding any rights or remedies available to Consumers under the Consumer Protection Act.
20.7 Time Limitation. Any claim or cause of action arising out of or relating to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or such claim or cause of action shall be forever barred, except where a longer limitation period is mandated by Applicable Law.
PART X – GENERAL PROVISIONS
21. GOVERNING LAW
21.1 These Terms and any Dispute shall be governed by and construed in accordance with the laws of Saint Vincent and the Grenadines, without regard to its conflict of law principles.
22. FORCE MAJEURE
22.1 Definition. For the purposes of these Terms, a “Force Majeure Event” means any circumstance beyond a party’s reasonable control, including but not limited to: (a) acts of God, earthquake, flood, fire, storm, hurricane, or other natural disaster; (b) epidemic, pandemic, or quarantine; (c) war, invasion, armed conflict, terrorist attack, civil war, or threat thereof; (d) civil commotion, riot, or public disturbance; (e) act, decree, legislation, regulation, or direction of any government or governmental authority; (f) national or regional emergency; (g) failure of telecommunications networks, power supply, or internet connectivity; (h) Blockchain network congestion, failure, or protocol change; (i) cyberattack, hacking, or malicious software attack; (j) failure of third-party service providers, custodians, or counterparties.
22.2 Effect. Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from a Force Majeure Event. The affected party shall: (a) promptly notify the other party of the Force Majeure Event and its expected duration; (b) use reasonable endeavours to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable after the cessation of the Force Majeure Event.
23. MISCELLANEOUS
23.1 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties. If modification is not possible, such provision shall be severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.
23.2 Entire Agreement. These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and the Company regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.
23.3 Waiver. No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. A waiver shall not be effective unless it is in writing and signed by the waiving party.
23.4 Assignment. You may not assign, transfer, novate, or delegate any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may assign, transfer, novate, or delegate any of its rights or obligations under these Terms to: (a) any affiliate; (b) any successor to its business; or (c) any third party in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, upon notice to you but without requiring your consent.
23.5 Third Party Rights. Except for Maclear AG and other Company Parties to the extent expressly provided herein, a person who is not a party to these Terms has no right to enforce any provision of these Terms.
23.6 No Partnership or Agency. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and the Company. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.
23.7 Notices. Notices to the Company shall be sent to: Alpha Systems LLC, Teichgässlein 9,
4058 Basel, Switzerland or by email to hello@8lends.io. Notices to you shall be sent to the email address associated with your Account or by posting on the Platform. Notices shall be deemed received: (a) if delivered personally, upon delivery; (b) if sent by email, upon confirmation of receipt or, if no confirmation, 24 hours after sending; (c) if posted on the Platform, upon posting.
23.8 Regulatory Cooperation. You agree to cooperate with the Company in connection with any investigation, inquiry, or request by the FSA, FIU, or other regulatory or governmental authority, including by providing information and documents as reasonably requested.
24. CONTACT INFORMATION
24.1 For any questions, concerns, or requests relating to these Terms or the Services, please contact us through the following channels:
Alpha Systems LLC
Teichgässlein 9,
4058 Basel,
Switzerland
Email: hello@8lends.io
Telegram Support: @daniel_8lends, @ceviz1399, @henry_8lends
— END OF GENERAL TERMS AND CONDITIONS —