Terms and Conditions

Last Updated: 15/5/2024 

 

Clause One: Introduction to Themar Debt Crowdfunding Platform 

The Themar Crowdfunding Platform ("Themar Platform" or "Platform") is a financial technology platform that provides debt crowdfunding services under license number: 75/AS/202307 issued by the Saudi Central Bank, accessible at (www.THEMAR.sa). Themar Business Company for Debt Crowdfunding ("Themar Company" or "Company") is a closed joint-stock company, Commercial Registration Number: 4030489679, Jeddah Commercial Registry Office, headquartered in Jeddah. 

Clause Two: How Thamar Debt Crowdfunding Platform Works 

The core of this activity is to collect funds from participants or investors into an independent bank account through a digital platform, aiming to finance the purchases required by beneficiary establishments seeking funding through the debt crowdfunding platform. In compliance with Islamic Sharia law, a legal framework is necessary between the platform and participants willing to invest through Themar Platform. 

Clause Three: User Eligibility Criteria 

The platform user must be at least 18 years old at the time of registration. The user declares that they have full legal capacity according to Sharia and law and maintains it throughout the duration of using the platform. The user confirms that there are no legal or regulatory impediments affecting their eligibility to register on the platform according to applicable regulations and that they have the authority to conclude contracts in the Kingdom of Saudi Arabia. The user or their representative must notify the platform immediately in case of any incident affecting their eligibility or if they encounter any legal or regulatory impediments. The user must be a resident of Saudi Arabia and have an active bank account with a Saudi bank. The user must provide the platform with complete, accurate, and valid documents and information as required for registration. The platform reserves the right to accept or reject registration requests at its discretion, and submitting a registration request does not oblige the platform to accept the registration. 

Clause Four: Platform Registration 

The user must adhere to the following when applying for registration on the platform: 

  • Comply with the eligibility requirements mentioned above. 
  • Be a resident of the Kingdom of Saudi Arabia. 
  • Have an active bank account with a bank in the Kingdom of Saudi Arabia. 
  • Provide the platform with complete, accurate, and valid documents and information as required for registration. 
  • The platform reserves the right to accept or reject registration requests at its discretion, and submitting a registration request does not oblige the platform to accept the registration. 

The user must not allow others to use their account or share login credentials. Themar is not responsible for any use of the user’s account by others, and all instructions issued from the user's account will be considered as issued by the user personally. 

The user must register on the platform to be allowed to participate in the financing round, provide financing or investment amounts, or apply for purchase financing, considering the credit limits stipulated by the Saudi Central Bank for participants and qualified participants. Each investment is executed through the investor's account wallet on the platform. 

The user must notify the platform of any updates to the data provided during registration and provide renewed or valid documents if the submitted documents expire or whenever necessary. If the investor is a legal entity, it must notify Themar of any changes to its ownership or administrative structure. 

Themar is not responsible for any consequences resulting from the user's failure to update their data or provide valid documents. 

Themar's acceptance of the registration request does not imply the authenticity of the provided documents or data, as all registration data and documents are submitted under the user's responsibility. 

The user agrees to have their credit record examined and to have their credit information registered with one or more licensed companies collecting credit information according to the relevant regulations, and to update this information throughout the duration of the dealings with the user. 

The user, whether an investor or a beneficiary, may not register multiple accounts on the platform to circumvent the credit limits set by the Central Bank, whether the limits apply to the amounts invested by the participant or the limits allowed for the beneficiary establishment to obtain through debt crowdfunding. 

Clause Five: Initial Credit Assessment 

1- Themar conducts an initial credit study for the beneficiary establishment based on the documents provided by the establishment. 

  •   This study aims to assess the establishment's ability to meet its financial obligations. 
  •   Themar determines the cost of financing for the beneficiary establishment based on the results of the initial credit study. 
  •   The financing cost is valid for only 10 business days. 
  •   The financing cost may be adjusted based on any additional documents provided by the establishment. 

 2- Credit evaluation modification:

  • Themar reserves the right to modify the credit evaluation for the establishment based on: 

The financial performance of the establishment. 

Compliance with the agreed terms and conditions. 

Any significant changes in the financial circumstances of the establishment. 

Any new information and documents made available to Themar. 

Clause Six: Intellectual Property Rights 

All intellectual property rights related to the content displayed on the platform, including trademarks, logos, designs, models, and writings, are owned by Themar or are licensed to it in accordance with intellectual property protection laws. Users are not allowed to use any of the aforementioned without obtaining written consent from Themar. 

Clause Seven: Service Fee Details 

 Registration on the platform constitutes acceptance and acknowledgment by the user of all terms and conditions set by Themar from time to time in exchange for the services provided by the platform. 

 These services are detailed in the investment project and in any contracts the user enters into while investing or obtaining financing through the platform. 

  •   Administrative Fees: 

Themar platform charges administrative fees from the beneficiary establishment consisting of two main components for the services provided: 

 A. Setup Fee: The setup fee is calculated as a fixed percentage of the financing amount, ranging from 2% to 5%, with a minimum total value of 5,000 SAR. The setup fee is paid once when the financing request is submitted before the campaign launch. 

 B. Service Fee: The service fee is estimated at 30% of the project’s profit margin. This fee varies based on the profit margin of each beneficiary establishment. 

The platform automatically deducts all due fees and commissions from the user's wallet representing their balance on the platform. 

  •  Project Cancellation: 

 A. Cancellation after Campaign Launch: If the small and medium-sized enterprise cancels the project after paying the setup fee and successfully launching the campaign, the full service fee is refunded, and the setup fee is deducted.  

B. Cancellation before Campaign Launch: If the small and medium-sized enterprise cancels the project before the campaign launch, the full service fee is refunded, with 50% of the setup fee deducted.. 

Clause Eight: Profit Margin 

Themar may set a rate or percentage indicating the expected profit margin for the investment project. The expected profit margin is not binding, even if based on a feasibility study, and does not constitute a guarantee from Themar to achieve this rate at any time. All rates and amounts displayed on the platform are indicative and depend on the full repayment of the financing amount according to the repayment schedule and the terms and conditions of each investment project. 

Profits are distributed finally based on the actual profit realized after deducting taxes, fees, and expenses once the beneficiary has paid all financing installments. Profits are not distributed finally based on the expected profit or the expected profit margin of the investment project. 

Clause Nine: Conflict of Interest Commitment 

The platform commits to taking reasonable measures to minimize and manage conflicts of interest to ensure fair treatment of all clients. The platform may disclose any financial interest of Themar or a related person that may lead to a conflict of interest if the platform becomes aware of such a conflict, at its discretion. 

Clause Ten: Mechanism for Handling Participants' Funds When the Required Funding Amount is Not Covered 

The funding collection period for each investment project displayed on the platform shall not exceed 60 days, in accordance with the debt crowdfunding activity rules issued by the Saudi Central Bank. 

The financing process for the beneficiary establishment’s purchases will be completed within 5 business days after the required funding amount for the investment project displayed on the platform is met. 

If the required amount is not covered within the aforementioned 60-day period, the funding round is considered void, and the participant's funds will be refunded within 15 business days from the end of the funding round period to the bank account linked to the user's account. 

Clause Eleven: Steps the Platform Will Take in Case of a Material Change in the Circumstances of the Beneficiary Establishment 

The platform will notify the relevant parties in the event of a material change in the circumstances of the beneficiary establishment if the beneficiary establishment discloses the nature of the changes to the platform within a reasonable period. 

If the change in the circumstances of the establishment leads to a change in the credit rating of the beneficiary establishment or a change in the risk assessment or the expected profit rate, the relevant parties will be notified of the implications of these changes, if any. 

Clause Twelve: Mechanism for Dealing with Default or Delay in Payment by the Beneficiary Establishment 

The platform is committed to obtaining guarantees for the repayment of the total financing amount received by the beneficiary. In the event of default by the beneficiary after 90 days, Themar Platform will take legal action and enforce the guarantees it holds. The platform will take all other legal measures in case of delay or non-payment of any financing installment in accordance with the terms and conditions of the Murabaha contract concluded between the platform and the beneficiary establishment, without prejudice to the guarantees stipulated in the contracts concluded by the beneficiary with Themar Company. 

Clause Thirteen: Mechanism for Handling Beneficiary Default or Delay in Payment 

The platform is committed to obtaining guarantees for the repayment of the total financing amount received by the beneficiary. 

At any time after a default occurs by the beneficiary, and after 90 days, Themar platform will implement legal procedures and enforce the guarantees it holds. 

The platform may take all other legal measures in case of delay or non-payment of any installment of the financing according to the terms and conditions of the Murabaha contract between the platform and the beneficiary establishment, without prejudice to the guarantees stipulated in the contracts concluded by the beneficiary with Themar. 

Clause Fourteen: Data Protection Measures 

Themar applies the highest cybersecurity standards and prioritizes data protection in accordance with the Personal Data Protection Law issued by Royal Decree No. (M/19) dated 9/2/1443H and Council of Ministers Decision No. (98) dated 7/2/1443H and its subsequent amendments. 

The user acknowledges their acceptance of the privacy policy terms for using the platform, which Themar has the right to amend from time to time in compliance with the Saudi Data Protection Law and its implementing regulations. 

Themar is committed to providing a suitable digital environment for investment and achieving investor goals, ensuring that all technical and technological measures are in place to ensure the availability, integrity, and security of information. 

Nevertheless, access to the platform may occasionally be difficult due to technical failures, server issues, and general malfunctions. Themar is not responsible for any loss or damage caused by technical failures of the platform, its interruption for any reason, or any loss or damage resulting from online platform usage due to information breaches or cyber-attacks on the platform or the investor’s account. The investor acknowledges that the company has taken all necessary precautions to ensure the security of user information on the platform. 

The platform has the right to verify the user’s personal data entered on the site and share it with relevant verification entities for the necessary credit assessment required for purchase financing, including verifying commercial records and financial dealings with suppliers and other due diligence processes necessary for obtaining financing and the credit assessment of the beneficiary. This is done through the necessary verification via government systems or any other systems such as the Ministry of Commerce, the Absher system, Elm, SIMAH, or Bayan, for example, and other governmental or non-governmental platforms. 

Clause Fifteen: Platform Emergency Arrangements 

The user is committed to the internal policy, risk policy, and emergency plan established by the platform, which are reviewed and updated from time to time in accordance with new developments. 

The platform is committed to refunding all non-invested balances on the platform to the registered bank accounts of users and sending a statement of due payments and a repayment schedule, upon user request, within 30 business days from the date of the request. 

The financing agreements for the beneficiary's projects remain valid and legally binding with the continuation of the installment collection process upon their due dates. The platform continues to make all payments and disbursements regularly, provided that the financing installments are paid regularly by the beneficiary establishments in accordance with the terms and conditions of the financing agreements. 

In all cases, Themar is not responsible for any loss or damage caused by technical failures or the interruption of the Themar crowdfunding platform. 

The Themar platform, in its continuous effort to improve its services and add new features or services to the platform to provide a unique user experience, may carry out periodic updates to the platform. This may sometimes require the temporary cancellation of the service or make the platform inaccessible. Themar is not responsible for the unavailability of the service during the period of these repairs and will make reasonable efforts to restore its services as soon as possible. 

Clause Sixteen: Non-Solicitation Commitment 

Users must not enter into any financing agreement with the beneficiary establishment related to the same investment project displayed on the platform or attempt to contact the beneficiary directly or indirectly through any means outside the platform. 

Clause Seventeen: General Provisions 

The role of Themar is limited to connecting the investor with the investment project displayed by the beneficiary establishment on the platform. Displaying the investment project on the platform does not constitute a recommendation to invest in the project. 

The user acknowledges that Themar does not guarantee the risk assessment associated with the investment project, even if based on feasibility studies or technical, financial, or legal analysis. The risk assessment associated with the investment project is considered indicative. The investor participates in the investment project based on their investment decision and personal risk assessment for participating in the investment project, and after taking all necessary financial, technical, and legal precautions from their side. 

The user acknowledges that the company is not responsible for any damage or mistake by third parties, including but not limited to the partner bank, companies contracted by Themar to use cloud services, provide servers, or necessary technical capabilities to operate the platform, or the beneficiary’s failure to pay any installments according to the repayment schedule. The role of Themar is limited to connecting the investor with the beneficiary on the debt crowdfunding platform. 

Themar ensures the provision of adequate technical equipment and related systems to meet the platform's operational needs, the nature of its activities, and its risk condition, according to best practices and in line with the regulations issued by the Central Bank in this regard. 

The financing amounts obtained by the beneficiary are used exclusively for financing purchases and may not be used for any other purpose. 

The platform may refuse to execute the user’s request on the platform if it conflicts with the regulations in force in the Kingdom of Saudi Arabia or if the user’s request violates the terms of use, privacy policy, or any contracts or agreements concluded with Themar from time to time. 

The platform may not be used by foreign companies located outside the Kingdom of Saudi Arabia, and the user on Themar platform is fully responsible for any obligations according to their country’s laws. 

The processing period for investors' payments may take between 5 to 10 working days from the date of receiving payments from the beneficiary establishment, aimed at ensuring accuracy and verifying that all financial transactions are carried out according to specified standards. In very rare cases, the investor may incur a loss of up to 0.1 halala from their profits due to the varying nature of payment distribution. 

Themar reserves the right to change any content or features available on the platform at any time and from time to time without prior notice. 

Clause Eighteen: Limitation of Liability 

The platform is not responsible if a third party gains access to the investor's account, nor is the platform responsible for any cyber-attack attempts by hackers on its systems or servers. 

The user hereby releases the company from any claims, liabilities, losses, damages, costs, or expenses due to cyber-attacks or technical failures of the platform from time to time. 

The user hereby releases the company from any claims, liabilities, losses, damages, costs, or expenses due to a cyber-attack on Themar platform or the user's registered account on the platform. 

Themar does not guarantee that the investor will receive any rate of return or any minimum profit or repayment on any financing. Any payments received by investors depend entirely on the performance of the beneficiary in repaying the financing, and the investor alone bears the risk of losing the principal and profit margin. 

The percentage indicating the investment return for the investment project on the platform is an indicative rate of the expected return when investing, and this percentage is not final, fixed, or binding in all cases. All information and data provided on this site or any other site directly linked to this site are used for informational purposes only. 

The percentages and amounts shown in the installment calculator service provided by the platform are indicative and approximate and are not binding on the platform or the user. Themar is not responsible for the amounts or percentages resulting from using the installment calculator. The user of Themar's debt crowdfunding platform acknowledges that by using the installment calculator, they are fully aware that it is merely an approximate example. 

Themar platform and its employees are not responsible for the legality of the investments made by the user on the platform, and the compliance of these investments with the financial market regulations in the Kingdom of Saudi Arabia. Debt crowdfunding on Themar platform is a high-risk financial transaction that may result in the loss of all or part of the principal. Themar platform and its employees are not responsible for any financial losses that may occur to platform users, so investors who wish to invest their money through the platform should exercise caution. 

It should be noted that small and micro enterprises are fully responsible for their activities, services, and business management, and those in charge are not responsible for managing the funds correctly and legally. Themar platform and those in charge are not responsible for managing the funds correctly and legally for these enterprises. 

Clause Nineteen: Compliance with Anti-Money Laundering and Terrorism Financing Laws 

The user acknowledges their commitment to all provisions of the Anti-Money Laundering Law and its implementing regulations, issued by Royal Decree No. (M/20) dated 5/2/1439H, and Council of Ministers Decision No. (80) dated 4/2/1439H and its subsequent amendments. 

The user acknowledges their commitment to all provisions of the Counter-Terrorism Financing Law and its implementing regulations, issued by Royal Decree No. (M/21) dated 12/2/1439H, and Council of Ministers Decision No. (92) dated 11/2/1439H and its subsequent amendments. 

The user also acknowledges compliance with and commitment to the company’s internal policies, procedures, and controls for anti-money laundering and counter-terrorism financing, and assumes full legal responsibility arising from violating the laws mentioned in this clause. 

The user commits to promptly providing the platform with any changes to their identity data or any data provided by them, and to provide a renewed copy of any documents that have expired legally, or in the event of any change in the administrative structure or ownership structure for a legal entity. 

Clause Twenty: Declarations 

The user declares their eligibility to invest in debt crowdfunding and is fully aware that investing in debt crowdfunding is a high-risk investment that may result in the total loss of capital, and that Themar does not guarantee the invested capital or the achievement of any profit under any circumstances. 

The user acknowledges that they bear the responsibility arising from their investment decision and that they are fully aware of all financial, technical, and legal aspects and the implications of investing in debt crowdfunding, without any liability on Themar. 

The user acknowledges that the beneficiary may default on financing payments, and such default will negatively affect the capital and profit margin the investor receives on the financing. 

The user acknowledges that Themar platform does not provide any kind of advice, recommendation, or suggestion for investing in any investment project displayed on the platform, and that the investor is fully aware that Themar is neither an agent nor a representative of the beneficiary establishment, and that it is not responsible for any default or failure to repay by the beneficiary under any circumstances. 

Clause Twenty-One: Violation of User Agreement 

In case of a violation of any clause of the User Agreement or Privacy Policy, Themar may temporarily suspend or freeze the user’s account, terminate the account permanently, or delete it from the platform and prevent the user from registering on the platform in the future. 

This is without prejudice to the platform's right to take all necessary legal   actions if required. 

Clause Twenty-Two: Contacting the Platform 

You can contact Themar Debt Crowdfunding Platform through one of the following means: 

Email: Customercare@themar.sa

Phone number: 800-244-0205 

 

 

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