Proof of Funds Letter - Terms and Conditions

In these Terms and Conditions, the following words have the meanings set out below:

1.1 "Learnpally Finance", "we", "us", "our" means the private lending firm operating the Income Share Agreement scheme at finance.learnpally.com (Future Academy Africa Company Ltd, Company No. 1934484), incorporated in the USA, Nigeria, and Lithuania.

1.2 "Applicant", "you", "your" means the individual who has submitted an ISA application and is requesting or downloading the Proof of Funds letter.

1.3 "Application" means the ISA application submitted through the Learnpally Finance portal at finance.learnpally.com/pofmba.

1.4 "Income Share Agreement" or "ISA" means the funding arrangement offered by Learnpally Finance, under which the Applicant receives education funding upfront and repays a fixed percentage of their post-graduation income for a defined period, subject to a minimum income threshold and a total repayment cap. There are no interest rates applicable to Learnpally Finance ISAs.

1.5 "Proof of Funds Letter" or "PoF Letter" means the document issued by Learnpally Finance confirming that your Application has reached an advanced near-approval stage, with only a risk assessment and income trajectory review remaining before a Final Decision is made.

1.6 "Final Decision" means the binding outcome of Learnpally Finance's complete review process — including risk assessment and income trajectory review — which will result in either ISA approval or cancellation of the Application.

1.7 "Prior Payments" means any and all fees or charges paid to Learnpally Finance at any stage before or at the point of downloading this PoF Letter, including but not limited to any Conditional Offer fee.

1.8 "Working Day" means any day that is not a Saturday, Sunday, or a public holiday in the jurisdiction of Learnpally Finance's operations.

CRITICAL: This letter is not an ISA approval and does not guarantee that Learnpally Finance will disburse funds. It confirms only that your application has reached an advanced stage in our review process.

2.1 The PoF Letter confirms that your Application has passed all preliminary review stages and that only a risk assessment and income trajectory review remain before a Final Decision is issued.

2.2 The PoF Letter does not constitute: (a) a final ISA approval; (b) a binding commitment to fund; (c) a guarantee of disbursement; or (d) a confirmation of any specific funding amount, income share percentage, repayment period, or repayment cap. These will only be confirmed upon final approval.

2.3 The PoF Letter is issued solely to assist you with time-sensitive parallel processes, specifically visa and embassy applications, while your ISA review is being completed.

2.4 Learnpally Finance makes no representation or warranty as to the acceptance of this letter by any embassy, immigration authority, or other third party. It is your sole responsibility to confirm the suitability of this document for your specific visa requirements.

2.5 The PoF Letter remains valid only until a Final Decision is reached. Once a Final Decision is issued, this document is superseded and should no longer be presented to any authority.

Permitted uses:

You may submit the PoF Letter to:

• Embassies and consulates as part of a student visa application to demonstrate proof of funding.
• Immigration authorities who require evidence of financial capacity to support your studies abroad.

Embassy Submission Requirements:

When submitting this letter to an embassy or visa authority, you are strongly advised to also submit: (a) a valid receipt confirming payment of admission acceptance fees to your educational institution; and (b) a personal bank statement or a sponsor's bank statement demonstrating sufficient funds to cover a minimum of 3 months of living expenses in your destination country.

Prohibited uses:

You must NOT submit or present the PoF Letter to:

• Your educational institution as a commitment, confirmation, or guarantee of tuition payment by Learnpally Finance.
• Any party as evidence of a finalised or signed ISA agreement.
• Any context that misrepresents the document as a final, unconditional approval.

3.4 Misrepresentation of this document including presenting it to your institution as a funding commitment constitutes a breach of these Terms and may result in immediate cancellation of your Application and withdrawal of any pending offer, without refund of any Prior Payments.

4.1 At the time of issuing this PoF Letter, your Application is subject to two remaining review stages: (a) a risk assessment; and (b) an income trajectory review. Both stages must be satisfactorily completed before a Final Decision can be made.

4.2 Learnpally Finance will endeavour to complete the remaining review stages and issue a Final Decision promptly. However, no specific timeframe is guaranteed for completion of these stages.

4.3 During the remaining review stages, Learnpally Finance may request additional information or documentation. Failure to respond within a reasonable timeframe may result in cancellation of your Application.

4.4 The issuance of the PoF Letter creates no obligation on Learnpally Finance to approve your ISA. The Final Decision remains entirely at our discretion, based on the outcome of all review stages.

5.1 NON-REFUNDABILITY: All Prior Payments made to Learnpally Finance including any Conditional Offer fee or other charges paid at any stage of your application are strictly non-refundable under any and all circumstances. This applies regardless of the outcome of the Final Decision, including if your Application is ultimately cancelled following the risk or income trajectory review.

5.2 By downloading the PoF Letter, you expressly acknowledge that Prior Payments compensate Learnpally Finance for administrative, operational, and assessment costs that are incurred irrespective of whether an ISA is ultimately approved and funds disbursed.

5.3 No refund of Prior Payments will be issued in the event of: (a) cancellation of the Application at any stage; (b) your voluntary withdrawal from the process; (c) visa refusal or rejection by any third party; (d) changes to your personal circumstances, programme, or institution; or (e) any decision not to proceed with the ISA after receiving the PoF Letter or final approval.

6.1 By downloading the PoF Letter, you confirm that all information provided in your Application is true, accurate, complete, and not misleading at the time of submission and at the time of downloading this letter.

6.2 You must notify Learnpally Finance immediately at support@learnpally.com if any material information in your Application changes after submission including changes to your institution, programme, admission status, employment, or personal circumstances.

6.3 Learnpally Finance reserves the right to withdraw the PoF Letter and cancel your Application if new information comes to light that materially affects your eligibility, without any refund of Prior Payments.

6.4 Provision of false, fraudulent, or materially misleading information will result in immediate cancellation of your Application, withdrawal of the PoF Letter, and may be reported to relevant authorities.

6.5 The Applicant acknowledges that the request to obtain this Proof of Funds Letter is entirely voluntary and made at the Applicant's sole discretion, for purposes best known to the Applicant. Learnpally Finance does not require, recommend, or solicit the download of this document as a condition of the ISA review process. The Applicant may, at any point, elect to await the Final Decision without obtaining this letter. By proceeding to download, the Applicant confirms that this decision is self-initiated, that any associated costs have been incurred knowingly and willingly, and that Learnpally Finance bears no responsibility for any outcome arising from the Applicant's choice to obtain or use this document.

7.1 This PoF Letter does not constitute an ISA agreement. No funds will be disbursed until a final Income Share Agreement has been signed by both the Applicant and Learnpally Finance following a positive Final Decision.

7.2 All approved ISAs are subject to contract. The specific terms including the income share percentage, repayment period, minimum income threshold, total repayment cap, and disbursement currency will be confirmed only in the final ISA agreement issued upon approval. There are no interest rates applicable to Learnpally Finance ISAs.

7.3 All applications and funding amounts are denominated in EUR. The Applicant is responsible for all currency conversion costs. Disbursement currency will depend on the institution's country and tuition billing currency.

7.4 Learnpally Finance's policy is that tuition fee components of approved ISAs are disbursed directly to the educational institution. Living expense components, where approved, are disbursed to the Applicant's account upon programme resumption.

8.1 By downloading the PoF Letter, you consent to Learnpally Finance processing your personal data for the purpose of completing your ISA review, issuing communications about your Application, and performing required compliance and income trajectory checks.

8.2 Your data will be handled in accordance with Learnpally Finance's Privacy Policy at finance.learnpally.com and will not be sold to third parties.

8.3 Your data may be shared with WEMA Bank Ltd (our banking partner) and other trusted service providers acting on our behalf solely for the purpose of completing the risk and income trajectory review stages.

9.1 Learnpally Finance's liability in connection with the PoF Letter is limited to the issuance of the document as described in these Terms. We are not liable for any loss, cost, damage, or consequence arising from: (a) a visa authority's refusal to accept this letter; (b) your reliance on this letter where a Final Decision is ultimately negative; or (c) any misuse of this letter in breach of Clause 3.

9.2 Nothing in these Terms limits Learnpally Finance's liability for fraud, wilful misconduct, or any matter that cannot be excluded or limited by applicable law.

10.1 Learnpally Finance reserves the right to amend these Terms at any time. Changes will be published at finance.learnpally.com and will apply to PoF Letter downloads made after the updated version is posted.

10.2 These Terms are governed by the laws applicable in the jurisdiction of Learnpally Finance's registration. ISA repayment obligations are governed by the law of the country of origin of the Applicant.

10.3 Any disputes shall be referred to in the first instance to support@learnpally.com. If unresolved, both parties submit to the jurisdiction of the competent courts in Learnpally Finance's operating jurisdiction.