Assignment Agreement

 

 ASSIGNMENT AGREEMENT

GENERAL TERMS AND CONDITIONS

1. Definitions

Agreement this assignment agreement concluded between the Loan Originator, Portal and the Assignee with all of its appendices and amendments (including the Principal Terms and Conditions and these General Terms and Conditions).
Assignee the User specified in the Principal Terms and Conditions, which has purchased the Claim from the Loan Originator pursuant to the Agreement.
Principal Terms and Conditions principal part of the Agreement signed between the Loan Originator and the Investor specifying the key parameters of the Assignment of the Claim.
Borrower a natural person or legal entity, wherewith the Loan Originator has concluded a Loan Agreement.
Borrower’s Payment payments of the Borrower to the Loan Originator including repayment of Loan, payments of Interest, contractual penalties, late payment interest and other ancillary claim payments arising out of the Loan Agreement paid by the Borrower to the Loan Originator and assigned by the Loan Originator via the Portal, forwarded by the Loan Originator to the Portal after deducting its share, and afterwards allocated by the Portal in favor of the Assignee.
Business Day any day, wherein the banks in Estonia and/or respective EU member state are open for business, except for Saturdays, Sundays and national holidays.
Claim claim held by the Loan Originator or a part thereof against the Borrower arising out of the Loan Agreement with all the rights related thereto in accordance with this Agreement. The Claim may consist of the principal amount of the Loan, interest and any other ancillary claims in full amount. Detailed amount and composition of the Claim is specified in the Principal Terms and Conditions.
Claim Price the price specified in the Principal Terms and Conditions for the assignment of Claim.
Creditor the Loan Originator or the User, holding the Claim against the Borrower.
General Terms and Conditions these general terms and conditions of the Agreement signed between the Loan Originator, Portal and the Assignee, constituting inseparable part of the Agreement together with the Principal Terms and Conditions and any other annexes signed in addition thereto.
IUVO IUVO Group OÜ, registration code 14063375, maintaining and administrating the Portal, managing the Claims of the Assignee and fulfilling other responsibilities specified in the User Terms and this Agreement.
Interest the remuneration specified in the Principal Terms and Conditions for the use of the Loan, which is a part of the Claim and is being paid by the Borrower pursuant to the schedule attached to the Loan Agreement. The Interest is being calculated from the remaining principal amount of the Claim.
Loan the principal amount of the outstanding loan issued to the Borrower in compliance with the Loan Agreement or a part thereof, which the Borrower pursuant to the Agreement repays to the Loan Originator and after its receipt, the Loan Originator further transfers to the Portal which, in its turn, transfers these funds for the benefit of the Assignee.
Loan Agreement a loan agreement specified in the Principal Terms and Conditions concluded between the Loan Originator and the Borrower.
Loan Originator the company specified in the Principal Terms and Conditions (also the Assignor), that continues to service Claims of the Assignee against the Borrowers as well as to fulfil other responsibilities stated in the User Terms and this Agreement.
Loan Originator’s Account a special virtual account established in the Portal system which shall be used for outlining the settlement of accounts for acquisition of the Claim. The Loan Originator’s Account is not the Virtual Account for the purpose of the Agreement.
Portal Account/-s bank account/-s of the Portal specified in the Portal specially for supplementing the Virtual Account, wherein the funds of the User pursuant to the User Terms are transferred for conducting transactions in the Portal, and which is/are kept separately from IUVO funds and other assets.
Parties the Loan Originator, the Portal and the Assignee.
Portal means IUVO and the sites created and serviced by IUVO under a domain name iuvo1.wpengine.com and allow its Users to use various interactive services offered thereby, operating in the scope of this site.
Fees effective Fee List of the Portal services published in the Portal, which is an integral part of this Agreement.
Service Fee a fee indicated in the Fee List, which the Assignee pays to the Portal for services provided in the Portal pursuant to the terms and conditions of this Agreement and the User Terms. The Service Fee shall be calculated and paid pursuant to the procedure specified in Section 8.
User a person registered in the Portal as its user, including the Assignee.
User Profile personal site of the Assignee in Portal, which pursuant to the User Terms is created automatically and is constantly available to the Assignee after entering of the Assignee’s e-mail address and password in the Portal.
User Terms general terms and conditions of the use of the Portal iuvo1.wpengine.com effective at the respective moment.
Virtual Account a separate account provided for each User by the Portal for providing an overview of settlements and transactions arising from the User Terms, the Agreement and the Loan Agreement.

2. Subject of the Agreement
2.1. The Agreement is entered into between the Assignee, the Loan Originator as the assignor and the Portal (IUVO) as the representative of the Loan Originator and host of the Portal. On behalf of the Loan Originator the Portal enters into the present Agreement as a representative of the Loan Originator. The Assignee is aware thereof and agrees that in accordance with the cooperation agreement entered into between the Portal and the Loan Originator, the Loan Originator is a claim agent. A detailed distribution of the rights and obligations of the Loan Originator and the Portal respectively is indicated in Section 5 below.
2.2. The Loan Originator shall transfer (assign) to the Assignee the Claim against the Borrower arising from the Loan Agreement pursuant to the Agreement for the Claim Price specified in the Principal Terms of the Agreement.
2.3. The Loan Originator shall acknowledge that the Loan specified in the Loan Agreement has been issued to the Borrower. The Assignee shall not assume any responsibilities or obligations to the Borrower by the Agreement.
2.4. The Claim shall be transferred from the Loan Originator to the Assignee at the moment when the Assignee has fully paid the Claim Price to the Loan Originator in the manner prescribed in Clause 4.2 below. The Interest, which is calculated to the Borrower and is outstanding at the moment of assignment, shall not be transferred from the Loan Originator to the Assignee by the assignment of the Claim.
2.5. The Claim is only a part of all Loan Originator’s claims against the Borrower arising from the Loan Agreement, the Assignee confirms and understands that the Claim does not contain all Loan Originator’s claims against the Borrower, the Assignee shall not be the only Creditor of the Borrower pursuant to the Loan Agreement, and in this situation the Portal and the Loan Originator pursuant to the User Terms manage the Claim together with the claims of other Portal Users against the Borrower arising from the Loan Agreement.

3.  Conclusion of Agreement
3.1. The Assignee confirms that it has familiarized itself with the User Terms, the Principal and these General Terms and Conditions of the Agreement, understands the rights and obligations arising therefrom and confirms that the terms and conditions thereof conform to the will of the Assignee.
3.2. The Assignee has confirmed its consent to conclude an Agreement in the Portal. The Agreement between the Loan Originator, the Portal and the Assignee shall be considered as concluded and come into effect when the Assignee has confirmed the Agreement in its User Profile pursuant to the procedure specified in the User Terms. The Assignee may familiarize itself with the fact of conclusion of the Agreement and the concluded Agreement in the User Profile.
3.3. The Assignee shall acknowledge that during conclusion of the Agreement it has the necessary legal capacity and is not under the influence of alcohol, drugs, psychotropic, toxic or other intoxicating substances.

4. Claim Price and settlement procedure
4.1. The Assignee shall pay the Loan Originator the Claim Price mutually agreed with and specified in the Principal Terms and Conditions for the assignment of the Claim specified in the Agreement.
4.2. The Assignee shall pay the Claim Price to the Loan Originator from the funds that have been transferred by the Assignee to the Portal’s Account. The payment is made by transferring the sum of money equivalent to the Claim Price from the Assignee’s bank account to the Portal’s Account. Once the required amount has been received by the Portal, the information with the investment funds available shall be displayed in the Assignee’s Virtual Account. After the Assignee has confirmed the terms and conditions of the Agreement pursuant to the procedure specified in User Terms, the Portal confirms the transfer of the funds by updating the information displayed in the Virtual Account of the Assignee and sending the respective payment confirmation to the Loan Originator.
4.3. The Claim shall be considered as transferred to the Assignee once the information displayed in the Virtual Account has been updated by the Portal and the payment confirmation received by the Loan Originator as described in Clause 4.2.
4.4. The purchase of the Claim made by the Assignee after confirmation of the terms and conditions of the Agreement becomes binding to it, and the Portal immediately, but not later than within 5 (five) Business Days shall transfer the money received from the Assignee, equivalent to the Claim Price, from the Portal’s Account and transfer it to the Loan Originator’s bank account.
4.5. The Assignee by confirmation of the Terms and Conditions of the Agreement shall authorize the Portal to transfer the money equivalent to the Claim Price from the Portal’s Account to the Loan Originator’s bank account pursuant to terms and conditions of the Agreement. The Portal shall transfer the Claim Price to the bank account of the Loan Originator in accordance with the cooperation agreement concluded by and between the Loan Originator and the Portal and the procedure of mutual settlement of accounts stipulated therein.
4.6. The payment obligation of monetary funds shall be fulfilled at the moment when the payment amount is transferred into the bank account of the payment recipient.

5. Distribution of rights and obligations of Loan Originator and Portal
5.1. To avoid misunderstandings, the Parties represent and declare that:
5.1.1. the Portal, as the representative of the Loan Originator, shall act on behalf of the Loan Originator pursuant the cooperation agreement concluded by and between the Loan Originator and the Portal by carrying out the following activities:
1) enter into the Agreement and transfer (assign) the Claim in accordance with provisions of the Agreement;
2) provide the representations referred to in Clauses 2.3, 2.5, 6.4, 9.2, 9.3, 11.1, 11.2, and 12.3 of the General Terms and Conditions;
3) in case the buyback rights or the buyback obligations of the Loan Originator are exercised, pay the buyback price of the Claim to the Assignee pursuant to the terms stated in the Agreement.
5.1.2. IUVO independently as the manager of the Portal acts on its own account and carries out the following actions:
1) distributes the funds received from the Loan Originator among the Creditors that hold claims against the Borrower at the time of receipt of Borrower’s Payment and updates the information and the sums equivalent to the respective funds on the Assignee’s Virtual Account;
2) withdraws the Service Fee and other payments (if any) as per the Fee List;
3) provides the representations referred to in Clauses 11.1, 11.2. and 11.3 of these General Terms and Conditions;
5) withdraws from the Agreement in the cases stated in Clauses 12.1 or 12.2 of these General terms and Conditions of the Agreement.
5.1.3. the Loan Originator acts on its own account, without involving the Portal as proxy, and carries out the following actions:
1) makes amendments to or enters into supplemental agreements to the Loan Agreement pursuant to the provisions of Clause 6.7 of the General Terms and Conditions;
2)  manages the Claim in the name of the Assignee;
3) settles all issues related to repayment of the Loan and fulfillment of the Loan Agreement according to the interests of the Assignee;
4) complies with a segregation principle in respect of the Claim, as stated in Clause 6.5 of these General Terms and Conditions;
5) divides all funds received under the Loan Agreement between the Loan Originator, on the one part, and other Creditors, who have claims towards the Borrower at the time of receipt of the payment, on the other part;
6) exercises the buyback rights granted to the Loan Originator or the buyback obligations pursuant to Section 11 of the General Terms and Conditions;
7) withdraw from the Agreement in cases set forth in Clause 12.1 of the General Terms and Conditions.

6. Assignee’s Authorization to the Loan Originator
6.1. Once the Claim has been transferred from the Loan Originator to the Assignee pursuant to Clause 2.4, the Assignee shall irrevocably authorize the Loan Originator to manage the Claim in interest of the Assignee but in its own name, as well as to use the rights, power and freedom of action on behalf of the Assignee assigned to it pursuant to the Agreement. After conclusion of the Agreement the Loan Originator shall continue to fulfill the obligations arising from the Loan Agreement and act as the lender in respect of the Borrower.
6.2. The Assignee shall give the legal power to the Loan Originator to manage the Claim, which the Loan Originator shall use in its own name, but in the interests of the Assignee.
6.3. The Loan Originator shall manage the Claim until repayment of the Claim in full amount, acting as the proxy holder of the Assignee. Only relations of the Loan Originator as the proxy holder and Assignee as the principal exist between the Loan Originator and the Assignee.
6.4. The Assignee by confirming the Agreement authorizes the Loan Originator to handle all matters related to repayment of the Loan and execution of the Loan Agreement. Upon exercising the authority granted by the Assignee in this clause the Loan Originator undertakes to act in the interests of the Assignee with due care.
6.5. The Loan Originator shall take all reasonable actions to ensure that the Assignee’s Claim is not treated as the Loan Originator’s property and any pledge rights, prohibitions or other encumbrances in favor of the Loan Originator, its creditors or administrators would not be attributed to it.
6.6. The authorization included herein is issued with the right of re-authorization and is in force for the entire duration of the Agreement. The Loan Originator has the right to act, using its employees and authorized representatives.
6.7. Except for the possibilities specified in Clause 9, the Assignee is aware of and consents that during the validity period of the Agreement the Loan Originator is entitled to introduce modifications or enter into additional agreements to the Loan Agreement without obtaining prior approval of the Assignee, on the condition that such modifications or additional agreements will not result in any changes of the payments from the Borrower arising from the Loan Agreement or extension/postponement of the due dates, except changes of payment date initiated by the Borrower. If new laws are passed or current ones are amended after the conclusion of the Agreement, or the government or municipal authorities have passed a decision under which the Loan Originator has an obligation to introduce modifications in the Loan Agreement resulting in any changes of the payments from the Borrower arising from the Loan Agreement or extension/postponement of the due dates, the Assignee agrees that the Loan Originator makes such modifications without obtaining prior approval of the Assignee. The Loan Originator undertakes to notify the Assignee about such modifications being introduced within 10 (ten) Business Days after their effective date, and the Assignee shall recognize thereof as binding on it.
6.8. The Assignee shall unilaterally undertake not to recall the authorization included in the Agreement. If the Assignee fully or partially recalls the authorization specified in the Agreement or the Terms and Conditions of the Portal User, the Loan Originator is entitled to exercise the buyback rights of the Claim pursuant to Section 10. The Assignee shall comply with the obligations specified in Clause 11.1 not to inform the Borrower on the fact of assignment of the Claim and not to contact the Borrower directly even in case if the Assignee fully or partially recalls the authorization included in the Agreement.

7. Assignee’s Authorization to the Portal
7.1. With this Agreement the Assignee irrevocably authorizes the Portal, in case of default by the Loan Originator according to the cooperation agreement made by and between the Loan Originator and the Portal, to take over the management of the Claim as per this Agreement from the Loan Originator and recall authorization of the Assignee to the Loan Originator. After the Portal has taken over the management of the Claim from the Loan Originator, the Portal shall be entitled to and the Assignee irrevocably authorizes the Portal to transfer the management of the Claim to any third party at the Portal’s discretion. The Portal or, in case of transfer of the management of the Claim by the Portal to a third party, such third party shall be regarded as the Loan Originator as per this Agreement as from the moment the Portal has informed the Loan Originator on taking over the management of the Claim or the Portal has transferred the management of the Claim to third party.
7.2. In case of default by the Loan Originator according to the cooperation agreement made by and between the Loan Originator and the Portal the Assignee irrevocably authorises the Portal as a proxy at its sole discretion to inform the Borrower on the assignment of Claim on behalf of the Assignee and demand the Borrower to continue to make all payments arising from the Claim to the Portal or, in case of transfer of the management of the Claim by the Portal to a third party, third party as a proxy of the Assignee. The Assignee authorised the Portal to submit notifications to the Borrower on the assignment of Claim.
7.3. With this Agreement the Assignee irrevocably authorizes the Portal as a proxy of the Assignee to demand and collect from the Loan Originator late interest in favor of the Assignee according to the cooperation agreement made by and between the Loan Originator and the Portal, if the Loan Originator fails to pay any amounts received from the Borrower payable by it to the Assignee under the Assignment Agreement on its due date.
7.4. The authority included herein is issued with the right of re-authorization and is in force for the entire duration of the Agreement. The Portal or, in case of transfer of the management of the Claim by the Portal to a third party, third party has the right to act, using its employees and authorized representatives.
7.5. The Assignee shall unilaterally undertake not to recall the authorization to the Portal included in the Agreement.

8. Payments of the Borrower
8.1. The Borrower shall make the Borrower’s Payments to the Loan Originator weekly/monthly pursuant to the Loan Agreement and the schedule attached thereto. The Loan Originator and the Portal are not responsible for the failure by the Borrower to comply with the repayment date of the Loan.
8.2. Upon the receipt of the Borrower’s Payments from the Borrower, the Loan Originator shall retain from all received funds any applicable taxes (if any) together with the share due to the Loan Originator of the outstanding principal amount of the Loan, which is not assigned to other Creditors, while the remaining balance shall be transferred to the Portal for subsequent distribution among the Creditors.
8.3 Upon the receipt of the Borrower’s Payments from the Loan Originator, the Portal shall display in the Virtual Account balance of all Creditors all the received funds having claims against the Borrower at the moment of receipt of the Borrower’s payment, including the Assignee and the Loan Originator as follows:
8.3.1. the received principal amount of the Loan shall be divided proportionally to the amount of the Claim of each Creditor against the Borrower;
8.3.2. the received Interest and other ancillary claims arising from the respective Claim are paid to the Creditor having the respective Claim;
8.3.3. if one or several Claims arising from the Loan Agreement in the scope whereof the Borrower has made the Borrower’s Payment from the moment of receipt of the previous Borrower’s Payment until the receipt of the last Borrower’s Payment have been assigned in favor of other Creditor, the Interest and other ancillary claims arising from the respective Claim pursuant to the procedure specified in Clause 8.3.2 are divided among the Creditor and the Assignee. This shall be done taking into account the number of days between the receipt of the previous and last Borrower’s Payment and how long the respective Claim has been in possession of the respective Creditor.
8.4. The Portal, immediately after division of the received funds, shall display the receipt of the money equivalent to the amount due to each particular Assignee on the Virtual Account of the Assignee, withholding the sum equivalent to the Service Fee and other payments (if any) pursuant to the Fee List from the Assignee’s Virtual Account.
8.5. Pay outs (withdrawal) of the funds received by a Creditor and displayed in its Virtual Account to Creditor’s bank account shall be made by the Portal within 5 (five) Business Days as of the receipt of the respective written request from the Creditor.
8.6. In return for services provided by IUVO in the Portal the Assignee pays the Portal the Service Fee as per the Price List or the Service Fee individually established by the Assignee and IUVO as well as makes other payments established in the Price List, if any.
8.7. The Assignee is informed and agrees to the fact that a year consists of 365 days for the purpose of calculation of the Interest, statutory late payment interest and other ancillary claims, as well as the amounts to be paid based on the Agreement.
8.8. The Loan Originator is entitled to calculate the default interest and contractual penalty in the amount and according to procedure specified in the Loan Agreement if the Borrower delays the repayment of the Loan and the payment of Interest.
8.9. If the Borrower makes an early repayment of the full or a partial amount of the Loan, the Loan Originator shall retain from all received funds any applicable taxes (if any) together with the share due to the Loan Originator of the outstanding principal amount of the Loan, which is not assigned to other Creditors, while the remaining balance shall be transferred to the Portal for subsequent distribution among the Creditors, who at the respective moment have any claims against the Borrower, after division displays the sums equivalent to the respective amount on the Virtual Account of the Assignee and immediately withholds the number equivalent to the Service Fee and other payments (if any) pursuant to the Price List from the number displayed on the Virtual Account of the Assignee. The Assignee shall not make any complaints against the Loan Originator, the Portal or the Borrower in respect of the early repayment of the full or a partial amount of the Loan due to lost profit and any other damages in this respect. The funds, corresponding to the amount indicated on the Virtual Account, shall be transferred to the Creditors bank account no later than within 5 (five) Business Days as of the receipt of written request for withdrawal by the Assignee.
8.10. If the Borrower makes only partial Borrower’s Payment pursuant to the Loan Agreement, the Loan Originator shall retain from all received funds any applicable taxes (if any) together with the share due to the Loan Originator of the outstanding principal amount of the Loan, which is not assigned to other Creditors, while the remaining balance shall be transferred to the Portal for subsequent distribution among the Creditors, who at the respective moment have any claims against the Borrower, after division displays the sums equivalent to the respective amount on the Virtual Account of the Assignee and withholding the number equivalent to the Service Fee and other payments (if any) pursuant to the Fee List from the number displayed on the Virtual Account of the Assignee. The funds, corresponding to the amount indicated on the Virtual Account, shall be transferred to the Creditor’s bank account no later than within 5 (five) Business Days as of the receipt of written request for withdrawal from the Creditor.

9. Default of the Borrower
9.1. The Loan Originator and the Portal shall not be responsible for the default of the Borrower including delayed payments.
9.2. The Assignee by confirming the Agreement authorizes the Loan Originator in the event of the failure or inadequate fulfillment of the Borrower’s obligations arising from the Loan Agreement to handle all matters related to the restructuring of the Claim (changes to interest rates, principal, ancillary payments, repayment deadlines, payment schedule, etc.), termination of the Loan Agreement, execution of a new loan agreement, performance of out-of-court actions for collection of claims and any other actions in the name of the Loan Originator and for the benefit of the Assignee related to recovery of the Claim and sale of Collateral with all rights provided by law to the claimant, respondent, third party or victim, including the rights to make settlements, recognize claims or waive them fully or partially, make changes to the subject of the claim, bring a counterclaim, appeal the court judgments or decisions pursuant to appeal or cassation procedure, submit the case to the court of arbitration, receive the execution documents, submit them for recovery and receive the property or cash awarded to the Assignee or waive the right to receive this property or cash, terminate the execution proceedings and sign any documents in respect of aforementioned. The Assignee shall pay the commission to the Loan Originator for the performance of the activities specified in this clause pursuant to the Loan Originator’s price list (if any). The Loan Originator by using the authority granted by the Assignee in this clause has unlimited right to resolve what actions should be taken in case of Borrower’s default; however, the Loan Originator has undertaken to act in the interests of the Assignee with due care at all times.
9.3. The Assignee understands the default risk of the Borrower as the result whereof the Assignee may fail to recover the Claim in full amount. The Loan Originator shall perform all necessary and allowed actions to facilitate timely and full recovery of the Claim without an involvement of the Assignee. The Portal and the Loan Originator in event of the Borrower’s default shall not assume a responsibility for the safety of the Claim, and the Loan Originator does not have an obligation to repay to the Assignee its paid Claim Price or a part thereof.

10. Buyback and re-transfer of the Claim
10.1. The Loan Originator by conclusion of the Agreement is provided with the buyback rights and the buyback obligations to the Claim, but the Assignee shall undertake to sell back the Claim to the Loan Originator, if the latter uses its buyback rights or buyback obligations. The Assignee has the right to sell the Claim only to other Portal User or the Portal. If the Assignee sells the Claim to other Portal User, it shall take place together with the Loan Originator’s buyback rights and the buyback obligations on Claim arising from the Agreement. If the Assignee in the scope of the Portal sells the Claim further to another User, the buyback rights and the buyback obligations of the Loan Originator included in the Agreement and the re-transfer obligation of the Assignee becomes binding to the new owner of the Claim.
10.2. If provided in the Principal Terms and Conditions, the Loan Originator shall be obliged to exercise its buyback obligations if the Borrower delays the payments arising from the Loan Agreement by more than 60 (sixty) days. The Loan Originator has the right, but not an obligation to use its buyback rights in any of the following events:
10.2.1. the Borrower delays any payment arising from the Loan Agreement by more than 30 (thirty) days;
10.2.2. the Assignee has fully or partially recalled the authorization included in the User Terms;
10.2.3. the Portal pursuant to the Terms and Conditions of the Portal User has limited the Assignee’s rights to use the Portal;
10.2.4. in event of early termination of the Agreement;
10.2.5. pursuant to unilateral decision of the Loan Originator.
10.3. The Loan Originator has the obligation in case if the Borrower delays the payments arising from the Loan Agreement by more than 60 (sixty) days to exercise its buyback obligations, if provided in the Principal Terms and Conditions, and the right in any of the events specified in sub-clauses of Clause 11.2 to use buyback rights on Claim assigned to it by the Agreement by paying a buyback price to the Assignee. By a separate order the Loan Originator shall authorize the Portal to write off from the Loan Originator’s Account and transfer the money equivalent to the buyback price to the Assignee. The Claim from the moment of the respective update in the Virtual Account of the Assignee shall be considered as returned to the Loan Originator. The Assignee shall not make any complaints against the Loan Originator in respect of the use of buyback rights or exercise of the buyback obligations due to lost profit and any other damages in this respect.
10.4. The Parties by concluding the Agreement agree on significant components of the agreement on buyback of the Claim. Terms and conditions of the agreement on buyback of the Claim are included in the terms and conditions of the Agreement, the conclusion of a separate agreement on buyback of the Claim is therefore not necessary. In cases specified in Clause 10.2, the agreement on buyback of the Claim shall be considered concluded once the buyback price specified in Clause 10.5 has been paid. In the case specified in Clause 10.7 the agreement on buyback of the Claim shall be considered concluded once the Portal has given notice to the Assignee.
10.5. If the Loan Originator has decided to use its buyback rights or exercises its buyback obligations, the buyback price of the Claim paid by the Loan Originator to the Assignee for re-transfer is equal to the total amount of the remaining principal amount of the Claim and accumulated and outstanding Interest specified in the Portal as at the moment of exercise of the buyback rights or the buyback obligations.
10.6. Buyback price forms a full, final and overall payment to the Assignee for the re-transfer of the Claim and any other related rights and advantages, and it shall not be increased or reduced, and includes all applicable taxes and dues of the Republic of Estonia (existing and any subsequent) in respect of the buyback price, the payment whereof is a responsibility of the Assignee only.
10.7. In addition to the provisions specified in Clause 10.2 above, if insolvency proceedings of the Borrower are commenced, the Loan Originator immediately exercises buyback obligations by the Portal giving written notice thereof to the Assignee at its email address. Buyback obligations specified in this Clause are exercised by the Loan Originator in the interests of the Assignee. As of the date of notice by the Portal to the Assignee, the Claim is considered sold back and transferred to the Loan Originator.
10.8. In case of exercise of the buyback obligations of the Loan Originator specified in Clause 10.7, the buyback price for the Claim payable by the Loan Originator to the Assignee for re-transfer is calculated of the total amount of funds received by the Loan Originator from the Borrower, court bailiff or insolvency administrator, in proportion to the portion taken by the retransferred Claim in all Loan Originator claims against the Borrower arising out of the Loan Agreement. The Portal calculates and pays the money equivalent to the buyback price to the Account of the Assignee within 5 (five) Business Days of receipt of funds by the Portal from the Loan Originator. If funds are received by instalments, the Portal calculates and transfers the money equivalent to the buyback price to the Virtual Account of the Assignee for each instalment separately.
10.9. The Assignee undertakes not to bring any claims against the Portal or the Loan Originator regarding exercise of buyback obligations pursuant to the provisions of Clauses 10.7 and 10.8 with respect to (i) the buyback price calculation formula, terms and deadlines of payment specified in Clause 10.8 of the General Terms and Conditions and (ii) lost profit and any other damages in this respect.

11. Personal data and communication with the Borrower
11.1. The Parties shall not inform the Borrower on the assignment of the Claim, except as provided in this Agreement. The Parties shall not make any complaints against each other in this regard.
11.2. The Assignee understands and is informed that the Loan Originator and the Portal has an obligation to ensure the confidentiality of the Borrower’s personal data, therefore the Loan Originator and the Portal in the scope of the Agreement upon the Assignee’s request shall disclose to it only a limited content information on the Borrower.
11.3. The Loan Originator and the Portal shall not disclose to the Assignee the name, last name, title, personal ID number, registration number, phone number, e-mail address and photo of the Borrower. The Assignee shall not request the Loan Originator and the Portal to disclose such confidential information on the Borrower and not make any complaints against the Loan Originator, the Portal and the Borrower in this regard.
11.4. The Assignee during the validity period of the Agreement shall not contact the Borrower in respect of the concluded Agreement and assigned Claim, including shall not visit the Borrower at its residence or business location, not communicate with it, using means of prompt communication or social networks, not request from the Borrower any payments without the assistance of the Loan Originator, not make any claims against the Borrower and not initiate any claims in court or a court of arbitration against the Borrower.

12. Termination of the Agreement
12.1. The Portal and the Loan Originator, together and each individually, are entitled to terminate the Agreement without a prior notice, if:
12.1.1. the Portal pursuant to the User Terms has limited the Assignee’s rights to use the Portal and/or terminated the Portal User Agreement concluded with the Assignee and deleted the User Profile;
12.1.2. the Assignee fails to comply with the terms and conditions of the Agreement or the User Terms;
12.1.3. the Portal has suspicions on identity of the Assignee, and the Portal was not able to contact the Assignee to confirm the content of the transaction;
12.1.4. the instruction of the Assignee is unclear and distorted due to interruption in communication;
12.1.5. the Assignee has fully or partially recalled the authorization included in the Agreement or the User Terms.
12.2. The Portal has the right to unilaterally terminate the Agreement at any time during the validity period of the Agreement, by sending a notice to the Assignee’s e-mail at least 10 (ten) Business Days in advance.
12.3. The Agreement in event specified in Clause 12.1 or 12.2 shall be considered as terminated at the moment, when the Portal and/or the Loan Originator has informed the other Parties on its termination. In such case the Claim is considered returned to the Loan Originator as of the moment of termination of the Agreement. In case of early termination of the Agreement, the Loan Originator shall exercise its buyback obligations and pay to the Assignee’s Virtual Account the money equivalent to the principal amount of the Claim (the loan amount without interest payments).
12.4. If the Loan Originator has exercised its buyback rights or buyback obligations, the Agreement shall be considered as terminated at the moment when the Loan Originator has paid to the Assignee the money equivalent to the buyback price of the Claim, and it was paid into the Virtual Account of the Assignee.

13. Other Terms and Conditions
13.1. The Agreement consists of the Principal Terms and Conditions and General Terms and Conditions. If the Principal Terms and Conditions contradict with the General Terms and Conditions, the Principal Terms and Conditions shall prevail.
13.2. If the representation of the numbers in words in the text of the Agreement differs from the representation in numbers, the representation of the numbers in words shall prevail.
13.3. User Terms of the Portal effective at the conclusion moment of the Agreement and being an integral part thereof shall be used in the matters not discussed in the Agreement.
13.4. The laws and regulations of the Republic of Estonia shall govern the legal relations arising from this Agreement and any annexes thereto.
13.5. Any disputes between the parties in relation to the Agreement shall be resolved in Harju County Court pursuant to the effective laws and regulations of the Republic of Estonia.
13.6. The Agreement is drafted in English language.