Terms of Service

"Platform" refers to bad.loans, a B2B digital marketplace operated for the listing, pricing, and transaction of Non-Performing Loan (NPL) portfolios. "User" refers to any individual or entity that registers an account. "Buyer" and "Seller" refer to Users who participate in auction and portfolio activities in their respective capacities. "Admin" refers to platform administrators. "SAMA" refers to the Saudi Central Bank (Saudi Arabian Monetary Authority).

The Platform is restricted to institutional counterparties. By creating an account, you represent and warrant that: (a) you are acting on behalf of a duly registered and licensed financial institution, investment fund, or corporate entity; (b) you have the legal authority to bind your organization to these Terms; (c) your organization is not subject to sanctions by OFAC, the United Nations, the European Union, or any applicable local regulator; and (d) you meet all Know Your Customer (KYC) and Anti-Money Laundering (AML) requirements as stipulated by SAMA and applicable local laws.

All accounts are subject to administrative approval. Upon registration, your account is placed in a "Pending" status. The Platform reserves the right to approve or reject any registration at its sole discretion. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. Providing false or misleading information is grounds for immediate account termination.

The Platform applies institutional onboarding screening: every registration is manually reviewed and must be approved by a Platform administrator before marketplace access is granted. The Platform reserves the right to request supporting documentation and to conduct or commission enhanced due diligence at any time. A full KYC/AML verification programme aligned with the Anti-Money Laundering Law (Royal Decree No. M/31) is in development; until it is in place, Users remain responsible for their own KYC/AML obligations toward their counterparties. Users must: (a) provide truthful identity and corporate information; (b) cooperate with any enhanced due diligence requests; (c) notify the Platform immediately of any changes to ownership, control, or corporate structure; and (d) not use the Platform for any purpose related to money laundering, terrorism financing, or sanctions evasion. The Platform reserves the right to suspend or terminate any account where suspicious activity is detected.

Access to portfolio due diligence materials requires execution of a region-specific Non-Disclosure Agreement. NDAs are governed by the law of the jurisdiction specified in the agreement (e.g., Kingdom of Saudi Arabia, United Arab Emirates, England and Wales). Electronic signatures on NDAs are legally binding. A copy of each signed NDA is delivered to the User's registered email.

Auction participation requires: (a) an approved account; (b) a signed NDA for the relevant portfolio; and (c) an active auction. Bids are binding expressions of intent. The Platform supports both Open (visible) and Sealed (confidential) auction types. The Platform does not guarantee that any auction will result in a completed transaction. Reserve prices must be met for a sale to proceed. The Platform reserves the right to cancel or extend any auction.

The Platform provides portfolio listing, due diligence, and auction-based price discovery only. The Platform does not process payments, hold, transmit, or control client funds, operate escrow accounts, or provide any banking or payment service. Financial settlement of any transaction agreed through the Platform - including the transfer of funds and of legal title to any portfolio - is executed directly between Buyer and Seller under their own transaction documentation, through banking institutions of their own choosing. Each party is solely responsible for ensuring that its settlement arrangements comply with applicable law, including Saudi banking and payment regulations where relevant. The Platform records auction outcomes and related platform activity for audit purposes but is not a party to, and assumes no liability for, settlement between counterparties.

The Platform is not licensed or supervised by the Saudi Central Bank (SAMA). Because the Platform does not process payments or hold client funds (see Section 7), it does not operate as a payment service provider. The licensing scope applicable to the Platform's activities in the Kingdom of Saudi Arabia is under review with Saudi counsel, and these Terms will be updated if that status changes. The Platform is designed to align with: (a) the Anti-Money Laundering Law (Royal Decree No. M/31) and its Implementing Regulations; and (b) the Personal Data Protection Law (PDPL). Users transacting in or from the Kingdom are responsible for their own regulatory obligations, including any approvals required for the purchase, sale, or transfer of loan portfolios.

Personal data is processed in accordance with the Saudi Personal Data Protection Law (PDPL) and our Privacy Policy. Sensitive personal information (including phone numbers) is encrypted at the application level using AES-256-GCM. By using the Platform, you consent to the collection, processing, and storage of your data as described in our Privacy Policy. For full details, see our Privacy Policy.

All content, software, and materials on the Platform are the property of bad.loans or its licensors. Users retain ownership of data they submit but grant the Platform a limited license to use such data for providing services. Portfolio data accessed under NDA remains subject to the confidentiality obligations of the executed NDA.

Users shall not: (a) use the Platform for any unlawful purpose; (b) attempt to gain unauthorized access to any part of the Platform; (c) submit false or misleading information; (d) manipulate auction outcomes through collusion or artificial bidding; (e) share login credentials with unauthorized parties; (f) use automated tools to scrape data or submit bids; or (g) circumvent any security or access controls.

The Platform is provided "as is" without warranties of any kind. To the maximum extent permitted by law, bad.loans shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Platform. The Platform does not provide investment, legal, or financial advice. Users are solely responsible for conducting their own due diligence.

The Platform may suspend or terminate any account at any time, with or without cause, including for violations of these Terms, suspicious activity, or regulatory requirements. Upon termination, obligations under executed NDAs remain in effect.

These Terms are governed by the laws of the Kingdom of Saudi Arabia. Any disputes arising from or relating to these Terms shall first be submitted to good-faith negotiation. If unresolved within 30 days, disputes shall be referred to arbitration administered under the rules of the Saudi Center for Commercial Arbitration (SCCA) in Riyadh. The language of arbitration shall be Arabic, with English translations provided as needed.

The Platform reserves the right to modify these Terms at any time. Material changes will be communicated via email to registered Users. Continued use of the Platform after changes constitutes acceptance of the updated Terms.

For questions regarding these Terms, contact us at our contact page.