The Loan Agreement (“Agreement”) is entered into by you (hereinafter referred to as “you”, “Customer”, or “Borrower"”) and BPC Lending, Inc. (hereinafter referred to as “BPCL” or “Lender”), a corporation duly organized and existing under the laws of the Philippines, with office address at 162 M. Almeda St., Brgy. San Roque, Pateros, Metro Manila. The Borrower and Lender may collectively be referred to herein as the “Parties”.
Disclaimer: BPCL is licensed by the Securities and Exchange Commission (SEC) as a lending corporation in the business of, among others, providing lending and loan services. BPCL is not licensed as an exchange, dealer, broker, investment advisor and/or fund manager by any other Philippine government agency. BPCL is also not licensed as a Remittance and Transfer Company (RTC), an Electronic Money Issuer (EMI), an Electronic Payment and Financial Service (EPFS), and a Virtual Asset Service Provider (VASP).
The Parties hereby agree as follows:
- Definition of Terms
Unless otherwise defined herein, capitalized terms shall have the following meanings:
a.) “Annexes” means the annexes of this Agreement, including, Annex A which specifies the loan details, Annex B which is the Promissory Note issued by the Borrower in favor of BPCL, and Annex C which is the Disclosure Schedule.
b.) "Borrower’s Account” means the digital account which is linked to the Borrower’s identifying information as a Coins.ph Customer after having been qualified to avail of BPCL’s services. This is where the virtual wallet may be found which the loan proceeds will be disbursed to, and where the Collateral is stored.
c.) “Collateral” means the Initial Fund and/or future Digital Assets in the Borrower’s Account over which a Lien is created in favor of the Lender to secure the payment of the Loan Amount to the Lender.
d.) "Coins.ph App / Coins.ph Web Portal” means the mobile and/or web application that serves as the interface between the Coins.ph Customer and his/her Coins.ph Account, and where BPCL’s services are made available to Qualified Borrowers.
e.)“Digital Asset” means a digital representation of value based on, or built on top of, a cryptographic protocol of a computer network. This includes Virtual Assets (as defined under Philippine law), crypto-assets, digital currencies, virtual commodities, and non-fungible tokens. For this purpose, “Virtual Assets” refer to any type of digital unit that can be digitally traded, or transferred, and can be used for payment or investment purposes; it is used as a medium of exchange or a form of digitally stored value created by agreement within the community of virtual asset users but are not issued nor guaranteed by any jurisdiction and do not have legal tender status.
f.) “Initial Fund” means the Borrower’s Digital Assets initially transferred to a Borrower Account for the purpose of serving as Collateral.
g.) “KYC” means Know-Your-Client or Know-Your-Customer guidelines in financial services, which means the efforts, rules, and procedures to verify the identity, suitability, and risks involved with maintaining a business relationship.
h.) "Level 3 Verified Coins.ph User” refers to Coins.ph Customers who have completed KYC Level 3 Verification through the successful submission of their proof of income in addition to the KYC Level 1 and Level 2 requirements.
i.) “Lien” any mortgage, pledge, lien, charge, encumbrance, hypothecation, security interest or claim of any kind or nature on or with respect to any asset, whatsoever, howsoever and wherever created or arising and whether consensual or non-consensual (including any agreement to give any of the foregoing and any conditional sale or other title retention agreement), in each case to the extent securing payment or performance of an obligation rather than evidencing a sale, capital contribution or absolute assignment of such assets under the laws applicable to the transfer of such assets.
j.) “Loan Amount” means the amount of loan that the Qualified Borrower will avail of, which will be secured by the Borrower’s Collateral. This Loan Amount may be up to 4X the Digital Assets in the Borrower’s Account.
k.) “Loan Documents” means this Agreement, including its Annexes, as may be amended from time to time.
l.) "Loan Platform” means the part of the online application of Coins.ph where a Borrower may access BPCL services offered in the Coins.ph App/Coins.ph Web Portal.
m.) "Security Interest” means the first ranking security interest and assignment by way of security constituted over the Collateral in favor of BPCL.
n.) "Secured Obligations” means all indebtedness, liabilities and obligations of the Borrower to BPCL under or pursuant to the Loan Documents.
- Account Opening and Maintenance of Qualified Borrowers
The Borrower must be a Level 3 Verified user of Coins.ph, and must be pre-qualified by Coins.ph to avail of BPCL’s services
. Notwithstanding such pre-qualification, BPCL may conduct its own verification and KYC process prior to permitting the Borrower to avail of BPCL’s services. If the Borrower meets the requirements of BPLC (“Qualified Borrower”), Coins.ph will provide access to the Loan Platform where the Qualified Borrower may access to avail of BPCL’s services, including the creation of a Borrower’s Account, and the virtual wallet to which the Loan Amount will be disbursed to. If necessary, BPCL may require the Borrower additional KYC documents for inspection.
- Scope and Application
This Agreement applies to all Qualified Borrowers who borrow the Loan Amount from BPCL via the Loan Platform.
- Provision of Services
BPCL will provide loans to Qualified Borrowers up to 4X times of the Borrower’s Collateral, subject to the terms of this Agreement.
- Acknowledgment of Risks
As the Loan Amount will be used by the Borrower to purchase Digital Assets on the Coins.ph App/Coins.ph Web Portal, the Borrower acknowledges that such involves certain risks.
a.) The Borrower acknowledges and accepts that the value of any investment in Digital Assets may increase or decrease and there may be a substantial risk that the investment may become of no value.
b.) The Borrower further acknowledges and accepts that the Borrower runs a great risk of incurring losses as a result of buying and/or selling of Digital Assets.
c.) The Borrower acknowledges and accepts that BPCL may, under certain terms of this Agreement, take possession of the Collateral and Borrower’s Account.
The Borrower accepts and declares that you are willing to undertake these risk.
- Borrower’s Fund
An Initial Fund (in fiat or Digital Asset) should be transferred to the Borrower’s Account prior to availing the Loan Amount for the first time, subject to confirmation within twenty four (24) hours, or earlier, by Coins.ph.
- Loan Acceptance
The Borrower acknowledges that the Loan Documents were duly provided to the Borrower for review and acceptance through Coins.ph’s App/Coins.ph Web Portal. The Borrower also acknowledges that the acceptance of the Loan Documents through the aforementioned App/Web Portal constitutes an electronic signature under Republic Act No. 8792, otherwise known as “The Electronic Commerce Act of 2000” and its Implementing Rules and Regulations, and its amendments. Details of the Loan Amount and applicable interest thereon, the Collateral, payment terms and due date shall be accepted and confirmed by Borrower on the [Order Confirmation screen] on the Loan Platform.
- Interest
The Borrower acknowledges the maximum interest rate applicable on the Loan Amount is Effective annual rates are 43.2% for Bitcoin Collateral and 69.12% for Philippine Pesos collateral, with payments as outlined in this agreement. Such interest is part of the loan acceptance in Section 7 above, as documented in the Loan Documents.
- Security Interest
9.1 Assignment of Receivables by way of Security
The Borrower hereby assigns in favor of BPCL as security for the full and due payment by the Borrower of the loans to be extended by BPCL to the Borrower pursuant to this Agreement, the interest thereon, and all other amounts which may be payable hereunder, including but not limited to any late fees, and the faithful performance and compliance by the Borrower with all the terms of the Loan Documents:
- all the Borrower’s rights and interest over the Collateral.
In the event of an impairment of security for whatsoever reason or whenever there is danger of any such impairment as may be solely and reasonably determined by BPCL, BPCL shall have the right to require the Borrower to further constitute additional security as may be sufficient and acceptable to BPCL.
9.2 Enforcement on Security
In the event that the Borrower should fail or refuse to pay any of the part of the Secured Obligations, in accordance with the Loan Documents or should the Borrower fail to perform any of the conditions stipulated therein, then and, in any such case, BPCL shall have the right at its election to take possession of the Collateral without judicial process provided that possession be done without a breach of the peace. For such purpose, the Borrower appoints BPCL as the Borrower’s attorney-in-fact, with full power of substitution, to take, at BPCL’s discretion, such actions in relation to each of the securities, without order of any court or any authority other than that herein granted, including but not limited to: (i) taking action for possession and/or repossession of Collateral against the Borrower; (ii) taking control of the Borrower’s Account, including but not limited to withdrawing the funds therein up to the amount of the outstanding and overdue Secured Obligations; (iii) performing all other acts of administration and management in the most advantageous manner for BPCL’s best interest; and/or (iv) all acts in relation to the Security Interests which a secured creditor may take under Republic Act 11057 or the Personal Property Security Act (“PPSA”), its implementing rules and regulations, and other applicable law.
All of the powers and authority heretofore granted by the Borrower to BPCL are coupled with an interest and irrevocable without the consent of BPCL. These powers and authority shall continue to be in full force and effect until all the Secured Obligation(s) secured by the Security Interest shall have been fully paid.
9.3. Further Action
The Parties shall undertake all necessary and appropriate actions to perfect the Security Interest herein under the PSPA and all applicable laws, including but not limited to registration of the notice of security in the Personal Property Security Registry once the latter is operational.
- Loan Platform
The availment of the Loan Amount will be done entirely through the Coins.ph App / Coins.ph Web Portal. Please be aware that Your interactions with the Coins.ph App / Coins.ph Web Portal are governed soley by Coins.ph’s Terms of Use. By availing BPCL’s services, You also agree to Coins.ph’s Terms of Use. Please review Coins.ph’s Terms of Use to better understand the policies on usage of the Coins.ph App / Coins.ph Web Portal.
- Loan Settlement
- Settlement Period
- Upon approval of the loan application, the loan proceeds shall be immediately credited to the borrower's designated Coins Wallet.
- Repayment:
- Repayment may be made at any time prior to the automatic liquidation of the collateral, as detailed in the Liquidation Clause below.
- All repayments will be applied first to the accrued interest, followed by the repayment of the loan principal.
- Pretermination:
- The borrower reserves the right to prepay the loan at any time within the loan tenure without incurring any additional prepayment fees. Interest will be calculated on an hourly basis and prorated accordingly, with rates set at 0.005% per hour for loans collateralized in Bitcoin and 0.008% per hour for loans collateralized in PHP. The borrower shall settle all accrued interest and principal at the time of prepayment.
- Interest on the loan shall accrue hourly from the moment the loan proceeds are credited to the borrower's Coins Wallet. The interest rate is fixed at 0.005% per hour for Bitcoin-collateralized loans and 0.008% per hour for PHP-collateralized loans. Interest shall be compounded hourly for the purposes of repayment calculation.
- Termination:
- The loan shall be deemed successfully terminated under the following conditions:
- a. Full payment of the principal and accrued interest within the loan tenure.
- b. Voluntary prepayment of the loan by the borrower.
- c. Liquidation of the collateral as a result of default or non-payment, in accordance with the Liquidation Clause.
- Liquidation
- The Borrower agrees that the Lender has the right, in its sole discretion, but not the obligation, to liquidate all or any part of the Borrower’s Collateral in the Loan Platform, at any time and in any manner, without prior notice to the Borrower, if at any time:
- Liquidation will be triggered immediately if the total equity falls below 10% of the total liability. Total equity is defined as the user's total collateral amount, while total liability includes the total loan amount plus any accrued interest, calculated per the designated liquidation period as outlined in this agreement. If any outstanding obligations or liabilities remain unpaid by the user, the company reserves the right to sell the user’s digital asset holdings, using the proceeds to settle such obligations. Any remaining balance after settlement will be returned to the user in accordance with the terms of this agreement.
- The Borrower agrees that the Lender has the right, in its sole discretion, but not the obligation, to liquidate all or any part of the Borrower’s Collateral in the Loan Platform, at any time and in any manner, without prior notice to the Borrower, if at any time:
- Representations and Warranties
- The Lender makes the following representations and warranties: (1) the Lender is a duly organized and is a valid legal entity under the laws of its applicable jurisdiction; (2) the Lender has taken all legal steps required under applicable law to enter into the Loan Documents; (3) the Lender possesses the requisite power to enter into and perform its obligations under the Loan Documents in accordance with its terms; and (4) the Lender’s entry into and the performance of its obligations under the Loan Documents do not violate any legal requirements in its applicable jurisdiction as of the date of the Loan Documents; and
- The Borrower represents and warrants that all information provided to BPCL pursuant to the Loan Documents are true, complete, and accurate. In case of any change in said information, the Borrower shall inform BPCL immediately. The Borrower also hereby authorizes BPCL to conduct any credit or background checks to verify any information provided by the Borrower, and to ascertain the Borrower’s financial situation and investment objectives.
- Indemnity
The Borrower shall indemnify, defend, and hold harmless BPCL, and Coins.ph, their respective affiliates, directors, officers, employees, agent or representatives, or other personnel, from and against all claims, damages, losses, and expenses which may be claimed or filed by third persons on account of any loss, injury, or damage suffered by them arising from the Borrower’s use of the Loan Amount or from other obligations of the Borrower under or related to the Loan Documents.
- Data Privacy
- On access to the Loan Platform: Please review Coins.ph’s Privacy Policy in order to better understand Coins.ph’s commitment to maintaining your privacy, as well as our use and disclosure of your information. By applying for qualification to access the Loan Platform operated by Betur, Inc. (doing business as Coins.ph), you understand and accept that the collection and processing of personal data is necessary to gain access to the Loan Platform in order to use the services mentioned in Section 4 of the Agreement. When personal information that we may collect from you is used for separate or ancillary purposes, we will provide you with the list of purposes and uses for which the personal information is collected so that you may freely opt in or out of such services or activities at any time.
- On the availment of BPCL’s services: Please review BPCL’s Privacy Policy in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information. By availing BPCL’s services through the Loan Platform, you understand and accept that the collection and processing of personal data is necessary to avail of BPCL’s services mentioned in Section 4 of the Agreement. When personal information that we may collect from you is used for separate or ancillary purposes, we will provide you with the list of purposes and uses for which the personal information is collected so that you may freely opt in or out of such services or activities at any time.
- Confidentiality
The Lender and Borrower agree to keep strictly confidential the Loan Documents as well as all information obtained in accessing the Loan Platform, except (a) in compliance with law, regulation or court order, and (b) consented in writing by both the Lender and Borrower.
- Severability
If any provision or part of a provision of the Loan Documents shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provision of the Loan Documents , all of which shall remain in full force and effect.
- Force Majeure
BPCL shall not be liable to the Borrower for any delay or failure to perform any obligation, or for any loss or damage caused directly or indirectly by any condition or circumstance over which BPCL does not have control, including but not limited to government restriction, exchange or market rulings, suspension of trading, failure of internet service, electronic or mechanical equipment or communication lines, telephone or other interconnection problems (e.g., if Borrower is unable to access the Loan Platform), unauthorized access, theft, operator errors, severe weather, earthquakes, floods and strikes or other labor problems, war (whether declared or not), invasion, insurrection, military coup, commotion or usurped power, or by order of any civil authority, or other causes beyond BPCL’s control.
- Anti-Money Laundering Provision
The Lender is obliged to follow certain requirements as set out by international and local authorities for preventing and suppressing money laundering activities.
The Borrower confirms that the Initial Fund and subsequent funds deposited into the Account are derived from legitimate sources.
- Governing Law and Venue
The s Loan Documents hall be governed, construed, and enforced in accordance with Philippine law. In the event of any dispute arising from or in connection with this Contract, the appropriate court in Manila City shall have sole jurisdiction over the case to the exclusion of all other courts.
- Effectivity
The Loan Documents shall take effect on the date specified below, and will be binding on both BPCL and the Borrower’s successors and assigns unless sooner revoked or terminated.
The Borrower shall be deemed to have read, understood and agreed to be bound by the terms of the Loan Documents .
ANNEX B
PROMISSORY NOTE
PN No. #
Date: _________
FOR VALUE RECEIVED, I, [Borrower's full name], of legal age, residing at (the “Borrower”), promise to pay BPC Lending, Inc., (the “Lender”), with address at 162 M. Almeda St., Brgy. San Roque, Pateros, Metro Manila, the principal sum of Php [Loan Amount] (“Loan Amount”) plus any interest accruing thereon as described herein.
The Loan Amount shall earn interest at a rate of Effective annual rates are 43.2% for loans with Bitcoin as collateral and 69.12% for loans with Philippine Peso collateral (“Interest”; collectively, the Loan Amount plus any Interest shall be referred to as the “Outstanding Amount”).
The Outstanding Amount shall be paid in accordance with the terms of the Loan Agreement executed between Lender and Borrower, without need of demand.
The Borrower hereby represents that it has full power and authority to execute this Promissory Note (“Note”) and that this Note is valid, binding and enforceable in accordance with its terms.
In case of default on this Note, the Outstanding Amount shall be subject to default interest of 10% per month from date of default until the same is fully paid.
The Borrower waives any requirement for presentment, demand, notice of dishonor or protest and other notices or demand in connection with the delivery, acceptance, performance, default or endorsement of this Note.
No delay or omission on the part of the Lender in exercising any right shall operate as a waiver of such right or any other right granted to it under the law or other contract. Any waiver shall be in writing.
Any action arising out or, in relation to, or in connection with this Note shall be brought exclusively in the proper courts of Manila City.
The Borrower shall not assign, transfer, or permit the assignment or transfer of any of the rights or obligations under this note without the prior written consent of the Lender.
The parties agree to maintain open communication regarding any changes in financial circumstances or potential challenges in meeting the terms of this Note.
The Borrower acknowledges that both wet signatures and electronic signatures on this promissory note are deemed valid and legally binding, in accordance with the Electronic Commerce Act (Republic Act No. 8792) and related laws.
I agree to pay this Note in accordance with the terms contained herein. The documentary stamp tax due on this Note, if any, shall be for the account of the Borrower.
Electronically signed by the Borrower:
_______________________
Borrower’s Signature over Printed Name
Date:
ANNEX C
DISCLOSURE STATEMENT OF LOAN TRANSACTION
(SINGLE PAYMENT)
(As required under R.A. 3765, Truth in Lending Act)
Name of Borrower: #
Address: #
Not Deducted From Deducted From
1. Amount to be financed: Php Indicated in the Loan Email Confimation
2. Finance charge Proceeds of Loan
a. Interest: add on rate from: 43.2% for loans with Bitcoin as collateral and 69.12% for loans with Philippine Peso collateral
( ) Simple ( ) Weekly ( ) Quarterly
( ) Compounded ( ) Semi Monthly ( ) Semi Annually
(X) Monthly ( ) Annually
b. Non-Interest Charges ________________________________ _____________________________
c. Processing Fee ________________________________ _____________________________
d. Chattel Mortgage fee ________________________________ _____________________________
e. Credit Investigation fee ________________________________ _____________________________
f. Collection Charges ________________________________ _____________________________
g. Appraisal Fee ________________________________ _____________________________
h. Attorney’s/Legal Fees ________________________________ _____________________________
i. Other charges incidental to extension of credit ________________________________ _____________________________
Total Finance Charges (B) ________________________________ _____________________________
3. Non finance charges (B) (Advanced by Seller/Creditor)
a. Insurance premium ________________________________ _____________________________
b. Taxes ________________________________ _____________________________
c. Chattel Mortgage (CHM) Doc. Stamp ________________________________ _____________________________
d. Notarial fees ________________________________ _____________________________
e. Promissory Note Doc. Stamp ________________________________ _____________________________
f. Other applicable charges ________________________________ _____________________________
4. Total Deductions from proceeds of loan Please refer to loan email confirmation
5. Net proceeds of loan Please refer to loan email confirmation
6. Percentage of finance charges to total amount financed __________%
7. Effective Interest rate 43.2% for loans with Bitcoin as collateral and 69.12% for loans with Philippine Peso collateral
8. Schedule of Payment
Single payment due on ____________ P_________________
9. Collateral:
This loan is wholly / partly secured by (Appliances)
( ) Real Estate ( ) Chattels ( x) Secured Obligations
( ) Government securities ( ) Unsecured
10. Additional Charges in case certain stipulations in the contract are not met by the borrower
a. Late payment charge equivalent of 10 % of amortization
b. Prepayment fee equivalent to 10 % of the prepaid amount of the Loan.
c. Attorney’s fee equivalent to 25% of the total amount due, inclusive of interest and penalty charges, but not less than P20, 000.00, exclusive of all fees and costs allowed by law.
Signed electronically by the borrower
I acknowledge receipt of a copy of this statement prior to the consummation of the credit transaction and understand and fully agree to the terms and conditions thereof.