Agreement / User Terms – this agreement of a user of the Portal concluded between each User and the Portal.
Assignment Agreement – an assignment agreement concluded between the Loan Originator as the Assignor and the User as the Assignee, and pursuant to which the Creditor (the Assignor) transfers a Claim arising from the Loan Agreement to the User (the Assignee).
Assignor – a Creditor (a Loan Originator or another User), who, pursuant to the Assignment Agreement, assigns the Claim to another User (the Assignee).
Assignee – a User, who has purchased a Claim from the Assignor.
Borrower – a natural person or legal entity, wherewith the Loan Originator has concluded a Loan Agreement.
Borrower’s Payments – payments executed by the Borrower for the Loan repayment, Interest, contractual penalty, late fees, and other ancillary claims arising from the Loan Agreement.
Business Day – Any day, on which banks in Estonia or the respective EU member state are operating, except Saturdays, Sundays, and public holidays.
Creditor – a User, who owns a Claim towards the Borrower.
Claim – a Creditor’s claim or a part thereof towards the Borrower, arising from the Loan Agreement. The Claim can consist of the Loan principal, Interest, and other ancillary claims in full. The detailed Claim Amount is established in the Assignment Agreement.
Claim Amount – a Loan or a part thereof, to the extent whereof the Assignor transfers a Claim to the Assignee and which, together with a mark-up or discount (if any) forms the Claim Price.
Claim Application – a User’s application filled in on the Portal concerning a purchase (transfer) of a single or multiple Claims selected by the User.
Claim Price – the fee for a Claim transfer agreed upon between the Creditor and User and established in the Assignment Agreement, consisting of the Claim Amount and the discount or mark-up (if any).
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 Assignment Agreement and these User Terms.
Interest – remuneration for the use of the Loan, calculated pursuant to the Loan Agreement and paid by the Borrower.
Loan – the principal amount of the credit issued to the Borrower in compliance with the Loan Agreement and yet not repaid or a part thereof, which, pursuant to the Assignment Agreement shall be repaid by the Borrower, and which the Portal channels in favor of the Creditor.
Loan Agreement – a loan, lease, credit agreement or a financial arrangement of different nature concluded between Loan Originator and the Borrower.
Minimum Claim Amount – the minimum amount of a single Claim as established by the Portal and indicated on the Portal, excluding any mark-ups or discounts, for which a User can purchase a single Claim. The amount of the Claim, along with mark-ups and discounts (if any) form the Claim Price.
Parties – the User and the Portal.
Portal – means iuvo and the sites created and serviced by IUVO under a domain name www.iuvo1.wpengine.com and allow its Users to use various interactive services offered thereby, operating in the scope of this site.
Portal Account/s – the bank account/-s indicated on the Portal, to which, pursuant to the present Terms and Conditions, the User’s funds are deposited for carrying out transactions on the Portal and which is held separate from other property of the Portal.
Price List – the effective price list of the Portal services published in the Portal, which is an integral part of the Agreement.
Registration Application – an application prepared by the User on the Portal in compliance with Section 2 of these User Terms.
Service Fee – a fee indicated on the Price List paid by the User to the Portal for processing Claims in compliance with the provisions of the Agreement and/or the Assignment Agreement, or any other fee as agreed in this Agreement and indicated in the Price List.
Summary – a summary automatically created on the Portal regarding the User’s selected Claims and the User’s indicated sums, for which the User wishes to purchase Claims.
User – a person registered on the Portal as its user, including an Assignor, an Assignee, and a Creditor.
User’s Bank Account – an account opened in the name of the User in a credit institution, subject to the provisions of Law On the Prevention of Money Laundering and Terrorism Financing concerning the prevention of money laundering and terrorism financing.
User’s ID Number – a personalized number of each User of the Portal, used by Principal to identify the User. The User’s ID Number is also used to outline the transfers of funds made by the User to the Portal’s Account.
User’s Profile – the User’s personal site on the Portal, which is automatically created after the User registers on the Portal and is constantly available to the User after entering the User’s e-mail address and password on the Portal.
Virtual Account – a separate account provided for each User by the Portal for recording settlements and transactions arising from the User Terms, Assignment Agreement and Loan Agreement.
Auto invest – an application available to the Portal Users which allows Users (investors) to fund the Claims, listed on the Portal, automatically in accordance with the criteria set by the User.
Registration on the Portal and creation of a User Profile
i.Only registered Users, who have concluded an Agreement with the Portal, are entitled to use the services offered on the Portal.
ii.In order to submit a Registration Application and to confirm User Terms, the User must be eligible, and the User shall confirm that, throughout the use of the Portal, shall be eligible according to the following criteria:
a.the User is a natural person or legal entity;
b.if the User is a natural person, the User must be at least 18 years old;
c.the User must have a User’s Bank Account, and the User must be authorized to freely handle such account and funds contained therein (if any);
d.no insolvency procedures of the User have been announced;
e.pursuant to a judgment that has taken effect, the User does not have limited legal capacity.
iii.The User shall acknowledge that, at the time of submitting the Registration Application and confirming of the User Terms, he/she/it has full legal capacity and is not under the influence of alcohol, drugs, psychoactive, toxic or other intoxicating substances.
iv.The User shall register on the Portal, by filling in a Registration Application and confirming the present User Terms. After the User registration, a User’s Profile and a Virtual Account is automatically created on the Portal. Upon registration of the User on the Portal, the Portal assigns a unique User’s ID number.
v.To access and use the User’s Profile, the Portal identifies the User by the User’s e-mail address and password. The User shall be entitled to change the e-mail address and password used for User’s identification in compliance with procedures established on the Portal.
vi.If the User is a legal entity, which has confirmed the User Terms, then the Portal is entitled to identify the signatory, for whom the rights to sign have been established on the Portal, as the User.
vii.To confirm the User Terms, to use services offered on the Portal, and to purchase Claims, the User must take the steps prescribed in Section 3 of these User Terms to enable Portal to identify the User.
viii.The Portal may refuse the registration of a new User on the Portal without giving a reason for refusal.
ix.The User’s Profile is private, and only the owner of the User’s Profile (the User) is authorized to enter into and use it.
User identification and confirmation of transactions
i.The Portal identifies the User according to the rules of the internal control system of the Portal in one of the following ways:
a.in person, before the conclusion of the Agreement, the User fills in the User data form and produces or submits identification documents requested by the Portal;
b.remotely, as the User transfer funds to the the Portal Account from the User’s Bank Account after the User registers on the Portal. In such case the Portal identifies the User, by using the information received from the bank. The User must indicate the User’s ID Number indicated in the User’s Profile as the purpose of payment.
ii.In order to identify the User adequately, the Portal may, at its sole discretion, at any time, upon getting in touch with the User, request additional documents or information confirming the User’s identity and unilaterally determine any additional requirements for the User identification, as well as introduce changes in the User identification process.
iii.If the Agreement is concluded in person, the Agreement between the Portal and the User shall be deemed entered into and it shall become effective at the time when both Parties have signed it. If the Agreement is concluded remotely, the Agreement between the Portal and the User shall be deemed entered into and it shall become effective at the time, when the User has confirmed the present User Terms on the Portal and the Portal has identified the User. The Portal notifies the User about the fact of conclusion of the Agreement by sending a written notification to the User’s e-mail address. The User can examine the concluded Agreement and all Assignment Agreements on the User’s Profile.
iv.A Registration Application filed in compliance with procedures established in the User Terms and depositing funds on the Portal Account confirms that the User wishes to use the Portal and the services offered therein pursuant to the Agreement provisions.
v.When registering and logging into (entering) the User’s Profile on the Portal, the User must enter the User’s e-mail address and password.
vi.The User’s activities performed on the Portal after entering the User’s e-mail address and password shall be regarded as the User’s signature or acceptance. All payments, payment orders, instructions, applications, agreements, as well as other documents confirmed or submitted by the User on the Portal after entering the User’s e-mail address and password as prescribed on the Portal shall be binding upon the User and the Portal.
vii.The User’s password is deemed confidential information that the User and the Portal undertake not to divulge and shall undertake to prevent that third parties can find it out. The User must keep the User’s password in a secure manner, as well as regularly, however not less frequently than after a period prescribed by the Portal, change/update the password.
viii.If the User’s password has become known or may have become known to a third party, the User must immediately inform the Portal about it in writing or over the telephone, at which time the Portal shall block access to the User’s Profile as soon as possible, until, on the grounds of the User’s application, the User is given a new User’s password and the User has given an instruction to the Portal to unblock the User’s Profile.
ix.Access to the User’s Profile is blocked, if the User’s password is entered incorrectly 5 (five) times in a row.
x.The Portal is entitled to, however is not obliged to, block access to the User’s Profile in cases, when the Portal suspects that the User’s Profile has been accessed without due authorization, including, if the Portal suspects that the User’s password has become known or may have become known to a third party or the Portal has suspicions of the execution of illegal transactions, as well as in other cases at the discretion of the Portal, in order to ensure safety of services, inviolability, confidentiality of the User and/or other Portal’s clients or to prevent losses that might be inflicted upon the Portal or the clients.
xi.The Portal shall be entitled not to approve a transaction, if:
a.the User fails to comply with the User Terms;
b.the Portal has suspicions about the identity of the User, and the Portal has not been able to contact the User to confirm the content of the transaction;
c.the User’s instruction is unclear or distorted due to interruption in communication;
d.in other cases, stipulated in Clause 3.10 of these User Terms.
Virtual Account and adding funds
i.Each User has a personal sub-page (“Virtual account”) opened in the Portal with the aim of recordkeeping his or her transaction balance and certain other financial actions and claims. The account shall reflect the balance of funds that the User has transferred to the Portal with the purpose of transactions made or to be made by the user (including for performance of User’s financial obligations).
ii.If not otherwise stated in these User Terms, the User can withdraw the positive balance reflected in his or her account at any time and in any amount specified by him or her by instructing, by using the relevant application, the Portal accordingly. The above specified instructions are deemed to constitute the User’s instructions to the Portal to make the bank transfer of the above referred positive balance to the current account of the User that the User has previously given to the Portal, which otherwise conforms to the requirements prescribed in Clause 4.4 of these User Terms and from which the User has previously transferred funds to the Portal operator by the procedure prescribed in Clause 4.8 below.
iii.If not stated otherwise in these User Terms, the User can transfer funds to the Portal with the purpose of transactions made or to be made by the User in an amount chosen by the user by transferring the relevant funds, by using the relevant application, to the Portal in a manner specified by the Portal. The Portal can, at its own discretion, impose restrictions or requirements to the minimum or maximum amounts of funds available on the account.
iv.The Portal keeps the funds transferred to it by a User as a mandatary (Estonian: käsundisaaja) in the Portal’s own name on a current account that the Portal has opened for that purpose (Portal’s Account) in a credit institution registered in the commercial register in Estonia, a foreign country affiliate of a credit institution registered in the commercial register in Estonia or in a credit institution which is registered or which has a place of business in another contracting member state of the European Economic Area. The Portal keeps the relevant funds separately from its own funds. The Portal does not calculate and no interest or any other premium is payable to a User on the funds transferred to the Portal.
v.A User can enter into transactions via the Portal, including buying a claim, selling a claim or making other payments and/or transactions, only on account of funds that the User has transferred to the Portal for such purpose before making the relevant transaction or action, on account of which no other financial obligations or instructions of the User are to be performed under the provisions of these User Terms and which are reflected on the account as positive balance of the User’s funds.
vi.If a User has made a transaction to the Portal, the positive balance of the User’s funds reflected on the account is reserved in the necessary extent until any payment arising from or pursuant to such transaction is made, and no other transaction or withdrawal by the User can be made on account of these funds.
vii.The Portal may use the funds transferred to it and reflected on a User’s account with the view to carrying out any transactions made and actions taken by the user via the Portal in accordance with the User Terms and other contracts and agreements entered into by the User in the course of using the Portal. Among other things, the Portal may use the relevant funds for discharging debts owing by the User to other Users, third persons or the Portal, by making any relevant transfers within a reasonable time period. The Portal will not perform and no user may demand that the Portal performs the user’s financial obligations by using the Portal’s own funds.
viii.In order to make the first transaction via the Portal, a user must transfer to the Portal the funds necessary for carrying out the relevant transaction by way of a bank transfer from the current account which the User had previously disclosed to the Portal and which is held in the name of that User. At any time after such first transaction is made by the user, the Portal may, at its own discretion, demand that the transfer of funds to the Portal by the User must be made by way of a bank transfer from the current account which the user had previously disclosed to the Portal and which is held in the name of that User. The current account referred to in this Clause 4.8 must meet the requirements set out in Clause 4.4 of these User Terms.
ix.The Portal pays the funds existing in the Portal’s Account, which have been transferred by the User or for the User, to the User on the grounds of an application filed by the User on the User’s Profile, by wiring the funds in the amount established in the User’s application to the User’s Bank Account. The Portal shall ensure the disbursement of funds present in the Portal’s Bank Account to the respective User within 5 (five) Business Days after the receipt of the User’s application. The Portal shall be entitled to withhold funds for bank commission fees from the funds on the Portal’s Bank Account or from the funds to be transferred to the User.
x.If the User wishes that the Portal disburses the User’s funds existing in the Portal’s Account to the User to a different bank account of the User, from which the User has not previously transferred funds to the the Portal Account, before submitting an application on the disbursement of funds stipulated in Clause 4.9 above, the User shall provide the Portal with all of the information that is necessary to make sure that the indicated new account is opened in the name of the User in a credit institution, which is subject to the provisions of Money Laundering and Terrorist Financing Prevention Act.
xi.The Portal shall be entitled to make deductions from the User’s Funds in the Portal’s Account (which shall be indicated in the respective User’s Virtual Account) in order to ensure that the User’s obligations arising from the User Terms and the Assignment Agreement are performed, including for the payment of the Portal commission fees. Upon making commission fees deductions from the Portal’s Account, the Portal shall transfer an equivalent amount from the the Portal Account to another bank account of the Portal, whereby the funds form a part of the Portal’s property.
xii.If the User has owned no Claims for more than 12 (twelve) consecutive months, the Portal shall be entitled to close the Virtual Account. If the Virtual Account has a positive balance of funds, then, starting with the 13th (thirteenth) month, the Portal shall collect a monthly Virtual Account service commission fee from the User’s funds in the Portal’s Account (reflected in the Virtual Account) in the amount indicated in the Price List, and the Virtual Account may be closed, once the balance of the Virtual Account has reached 0 EUR (zero euro).
xiii.The Portal shall provide a statement to the User about the transactions performed on the Virtual Account. Statements are available on the User’s Profile.
xiv.It is illegal to deposit funds gained through unfair means into the Portal’s Account. In case of such suspicious transactions, the relevant authorities shall be notified, and this can lead to freezing all funds on the account, as well as to closing of the account and confiscation of funds.
xv.If at the time of registering a User or during the period of validity of the Agreement, suspicions arise about money laundering, terrorism financing, or an attempt at either of these activities to the Portal, the Portal shall be entitled to not register a User on the Portal, not accept funds from the User and/or block access to or close the User’s Profile and/or Virtual Account.
i.Following User identification, pursuant to the present User Terms, if sufficient funds are available on the Portal’s Account (and respectively reflected in the Virtual Account), the User shall be entitled to purchase Claims offered on the Portal, provided that:
a.the User shall, at his/her/its own discretion choose one or more Claims that are offered on the Portal;
b.in the Claim Application, the User shall indicate the Claim Price, at which the User wishes to purchase one or several Claims, and confirms his/her/its choice. The Claim Price consists of the Claim Amount, which may not be below the minimum Claim Amount, and a mark-up or a discount (if any);
c.the User may purchase all such Claims towards a Borrower offered on the Portal that arise from the Loan Agreement, to the full extent or only a part thereof;
d.the User may purchase Claims, the total Claim Price whereof does not exceed the funds available in the Virtual Account at the given moment.
ii.All Claim Applications are registered in a chronological sequence and are executed according to procedures of Claim Application execution applicable at the given moment on the Portal. The Portal system time has a decisive importance in determining the time. The Portal is entitled, at any time, without warning the User, to unilaterally amend and supplement the procedure of application execution in force.
iii.After the User has selected the Claims and indicated the amounts, a Summary is provided to the User on the Portal. Next to each Claim in the Summary, the Portal ensures the User with the rights to examine each Assignment Agreement to be concluded. The User shall examine the completeness and accuracy of information included in the Summary on the Portal, and, if the User wishes to, he/she/it may introduce changes in the information included in the Summary. If the information included in the Summary corresponds to the User’s expressed will, the User shall confirm the Summary in compliance with procedures established on the Portal.
iv.Upon the confirmation stipulated in Clause 5.3, the User’s purchase shall become binding upon the User and the Portal shall immediately withdraw the funds indicated on the Summary from the User’s funds on the Portal’s Account. The relevant Claim shall be considered as transferred to the User once the funds are withdrawn from the Portal’s Account and respective transaction is reflected in the User’s Virtual Account.
v.The Portal shall Transfer immediately, but not later than within 5 Business Days after the Claim as stipulated in Clause 5.4., transfer the funds to the Creditor’s Account.
vi.By submitting a Claim Application, the User shall authorize the Portal to perform a transfer of funds stated on the Claim Application from the User’s funds on the Portal’s Account to the relevant Creditor, in compliance with the provisions of the Assignment Agreement.
vii.The User confirms and understands that the User may purchase only the parts of the Claims towards a Borrower that arise from the Loan Agreement which have been listed by the Loan Originator on the Portal. By purchasing only a part of the Claim, the User confirms and understands that the Claims are not all of the Creditor’s claims towards the Borrower, and the User shall not become the sole creditor of the Borrower pursuant to the Loan Agreement, and in such case, the Portal, in compliance with the General Terms of Assignment Agreement and these User Terms, shall process the Claim together with such claims of other users of the Portal that arise from the Loan Agreement.
viii.The User may, at any time, examine information on the User’s Profile about all transactions performed by the User on the Portal, about payments executed by the Portal to the User, and deductions made by the Portal from the User pursuant to the present User Terms and the provisions of the Assignment Agreement.
ix.If, due to interrupted system operations of the Portal, the User’s Virtual Account is mistakenly credited or debited, the Portal shall reserve the rights to debit or credit of the User’s Virtual Account accordingly. If the balance in the Virtual Account is negative after making the adjustments of payments, the User must, within 3 (three) Business Days from the receipt of a notification from the Portal, add funds to the Portal’s Account to clear the negative balance.
Conclusion and execution of the Assignment Agreement
i.Simultaneously with the approval stipulated in Clause 5.3 above, the User shall confirm the provisions of the Assignment Agreement of the Claim to be purchased in compliance with procedures established on the Portal.
ii.The Assignment Agreement shall be deemed entered into at the time when the User has confirmed the provisions of the Assignment Agreement in compliance with the procedures established in the Portal, and the User shall become a Creditor.
iii.After the Assignment Agreement is concluded and throughout the period of validity thereof, the Assignment Agreement shall be available to the User on the User’s Profile and the Portal shall immediately ensure the authorization to the User to examine the schedule of repayment of the purchased Claim and the planned Loan repayment and Interest payment. The Loan Agreement and other related documents resulting from the conclusion of the Assignment Agreement shall not be handed over to the User (the Assignee) and shall be kept with the Portal or the Assignor.
iv.The Borrower shall make the Borrower’s Payments pursuant to the Loan Agreement. The Portal upon the receipt of the Borrower’s Payments shall distribute the received funds among all Creditors of the Borrower having claims against the Borrower as follows:
a.the received principal amount of the Loan shall be divided proportionately to the amount of the Claim of each Creditor against the Borrower;
b.the received Interest and other ancillary claims arising from the respective Claim are paid to the User having the respective Claim;
c.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 has been assigned in favor of another Creditor (Assignee), the Interest and other ancillary claims arising from the respective Claim pursuant to the procedure specified in Clause 7.4.2 are divided among the Creditor (the Assignor) and the Creditor (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 owned by the respective Creditor.
v.The Portal shall immediately reflect the transaction in the User’s Virtual Account, displaying the funds transferred by or to the User. The Portal shall transfer the funds to the User’s Bank Account not later than within 5 (five) Business Days after the respective written request and shall withhold a Service Fee and other payments (if any) pursuant to the Price List from the funds transferred.
vi.The Assignee is informed and agrees to the fact that a year consists of 360 days for the purpose of calculation of the Interest, legal default interest and other ancillary claims, as well as the amounts to be paid based on the User Terms or the Assignment Agreement.
vii.The User is aware of the risk of default on Borrower’s obligations, as a result of which the User might not fully recover the Claim. The Portal shall perform all the necessary and allowed actions to facilitate timely and full recovery of the Claim without an involvement of the User. In event of the Borrower’s default, the Portal shall not assume the responsibility for the security of the Claim, and the Portal does not have an obligation to repay to the User its paid Claim Price or a part thereof.
viii.The procedure of paying the Claim Price, the provisions of recovering Claims and other conditions of Assignment are stipulated in the Assignment Agreement.
User’s rights and obligations
i.The User shall undertake:
a.not to use the Portal for illicit conduct, including fraud and money laundering;
b.upon registration on the Portal and when using the Portal, to provide only true information;
c.to use only secure means and devices of electronic communications and data transfer;
d.to promptly, however no later than within 3 (three) Business Days, to inform the Portal in writing, if the User’s name, surname, e-mail address, bank account number or other information provided on the Portal changes;
e.in communication with the Portal, exercise decency and observe universal moral standards.
ii.By confirming the present User Terms, the User asserts that he/she/it is capable of making decisions on purchases of Claims and concluding Assignment Agreements, as well as that he/she/it understands all risks including the risk not to recover the Claim or a part thereof.
iii.The User is aware of and understands that third parties, who have obtained the User’s password, can access the User’s Profile and assume obligations on behalf of the User. If the User’s Profile is used to carry out activities on the Portal (incl., buying Claims) using a correct User’s e-mail address and password, it shall be considered that the activities with the respective User’s Profile have been performed by the User himself/herself/itself.
iv.The User shall ensure that there are sufficient User funds on the Portal’s Account for performing payments. If the funds are insufficient, the Portal does not execute the payment and/or transaction. The Portal shall not be held liable for losses, which the User might suffer in this regard.
v.The User understands and is informed that the Portal has an obligation to ensure the confidentiality of the Borrowers’ personal data, therefore the Portal, in the scope of the Assignment Agreement, shall disclose only a limited content information about the Borrower. The User shall not request the Portal to disclose such confidential information about the Borrower, and shall not make any complaints against the Portal and the Borrower in this regard.
vi.The User (Assignee), during the validity period of the Assignment Agreement, shall not contact the Borrower in respect of the concluded Assignment Agreement and the transferred Claim, including shall not visit the Borrower at his/her/its residence or business location, not communicate with them, using means of prompt communication or social networks, not request from the Borrower any payments without the assistance of the Portal, not make any claims against the Borrower and not initiate any claims in court or a court of arbitration against the Borrower.
Portal’s rights and obligations
i.The Portal shall, on the instructions of the User and in line with orders given by the User on the Portal, conclude Assignment Agreements and manage the User’s Claims. The User shall instruct and authorize, and the Portal shall assume the task in the interests of the former, but in its own name manage the Claim.
ii.The Portal shall manage the Claims transferred to the User (Assignee), separate from own Property, to the extent as set out in the Assignment Agreement. The User shall give the legal power to the Portal to manage the Claim, which the Portal shall use in its own name, but in the interests of the User. The User shall undertake not to unilaterally revoke the authorization included in the present User Terms and in the Assignment Agreement.
Payment for services of the Portal
i.The User shall pay to the Portal a Service Fee for the services provided by the Portal pursuant to the Price List, or a Service Fee individually established by the User and the Portal, as well as any other payments specified in the Price List, if applicable.
ii.The Portal shall withdraw the Service Fee from the User’s funds on the Portal’s Account without additionally coordinating it with the User. The Portal withdraws the Service Fee only after funds from the Borrower accrue to the Portla’s Account pursuant to the Assignment Agreement. In case of resale of the Claim (Section 10), the Portal is entitled to withdraw the commission fee established on the Price List for the resale of Claims immediately after the conclusion of the Assignment Agreement on the resale of the relevant Claim, without making any additional arrangements with the User.
iii.The User’s bank may deduct a commission fee for depositing funds from the User’s Bank Account into the Portal’s Account in compliance with the price list of services of the relevant User’s bank. Such commission fees shall not affect the amount of the Service Fees withdrawn by the Portal and shall be taken into Account by the User each time when making a transfer of the funds to the Portal’s Account.
iv.The payment obligation shall be fulfilled at the moment when the payment amount is transferred into the account of the payment recipient.
v.The User is aware of and understands that pursuant to the taxation laws and other regulatory enactments applicable to the User taxes must be paid for the income that the User earns in relation to the Claim. The Portal shall deduct taxes, dues, and other mandatory payments pursuant to the laws of the Republic of Estonia from the funds to be disbursed to the User, if such requirements exists under applicable laws. The User shall be fully responsible for paying all taxes arising from the User’s Claim pursuant to the laws of the Republic of Estonia or the country of residence of the User.
Resale of Claims
i.The User is entitled to sell his/her/its Claims arising from the Loan Agreements to other Users. Sale of Claims between Users is performed only on the Portal. The User has no rights to sell or otherwise transfer the Claims to a third party, without using the Portal.
ii.If the User wishes to sell a Claim, the User marks the Claim on the Portal, which the User wishes to sell within the framework of the Portal to the full extent or only partially. The User may sell the Claim in its entirety or only a part thereof.
iii.The User is entitled to sell his/her/its Claim for the remaining principal amount of the Claim as indicated on the Portal, with or without a discount or a mark-up. If the User wishes to sell the Claim with a discount or a mark-up, then the discount or mark-up is calculated from the remaining principal amount of the Claim as indicated on the Portal. The resale price of a Claim consists of the remaining principal amount of the Claim to be sold as indicated on the Portal, and of a discount or a mark-up, if any, specified by the User.
iv.On the Portal, the User must fill in the parameters of the Claim resale offer and confirm them according to the procedure established on the Portal.
v.The Claim resale offer shall be considered as binding offer by the User for all Users of the Portal and for the Portal. The offer shall be considered made at the time when the User has confirmed all parameters of the Claim resale offer on the Portal. The offered Claim becomes visible for all visitors of the Portal, and all Users are entitled to purchase it at the resale price of the Claim established by the User in compliance with procedures established in the User Terms and the Assignment Agreement. The User is entitled to call off the offer by the User proposed on the Portal at any time as long as the claim has not been resold. The User’s offer shall be deemed called off at the time, when the offer is no longer available for the Portal Users.
vi.The purchase of Claims is performed in compliance with procedures established in Section 5 and Section 6 of the User Terms.
vii.The Assignment Agreement shall be deemed concluded at the time, when the User (the Assignee) has accepted the offer on the Portal stipulated in Clause 10.5. At the time of concluding the Assignment Agreement, the Claim shall be deemed transferred to the User (Assignee).
viii.After concluding the Assignment Agreement, the Portal shall transfer the resale price of the Claim indicated in the Assignment Agreement from the User’s (the Assignee’s) funds on the Portal’s Account to the other User (the Assignor) by updating the information of the respective transaction on the Users’ Virtual Accounts and, if requested by the Assignor, by transferring the funds to the his/her/its bank account.
ix.With the conclusion of the Assignment Agreement, all further Loan principal payments arising from the Claim shall be received by the User (the Assignee). Any Interest and ancillary claims calculated for the period until the conclusion of the Assignment Agreement shall be received by the User (the Assignor), whereas any Interest and ancillary claims calculated after the conclusion of the Assignment Agreement shall be received by the User (the Assignee).
x.Resale of a Claim within the Portal may be carried out an unlimited amount of times.
i.The User shall be held liable for all losses incurred as a result of unauthorized conduct, if the User has acted illicitly or has intentionally (on purpose) or due to gross negligence failed to fulfill the requirements prescribed in Clause 3.7 or 3.8 above.
ii.The User shall assume liability for all losses, assumed commitments, or other activities carried out on the User’s Profile until the Portal has been warned about situations stipulated in Clause 3.8 and when the Portal has had a sufficient time to block access to the User’s Profile.
iii.If, as a result from illicit activity of the Portal, the User suffers losses, the Portal shall reimburse all direct losses inflicted upon the User. The extent of damages is restricted with the amount of losses present in the Virtual Account at the time when the losses were incurred.
iv.The Co-operation Partner (the Loan Originator) has asserted to the Portal that, within the scope of its activities, it observes all legal requirements applicable to consumer lending, including, assesses the solvency and creditworthiness of Borrowers, and with due diligence makes sure of the accuracy and completeness of data provided by the Borrower to make sure that the Loan issued to the Borrower is secure. The User is aware of and confirms that the Portal is not responsible for the accuracy and completeness of information provided by the Borrower and/or Co-operation Partner.
v.The Portal shall be fully released from liability towards the User for any losses that the User has or might suffer as a result of using the Portal or purchasing Claims, including:
a.if the User has sold his/her/its Claim with a discount or a mark-up;
b.if the User has failed to observe the Agreement provisions;
c.as a result of illicit conduct of third parties until the moment when the User’s Profile is blocked pursuant to procedures established in Clause 3.8;
d.due to interrupted communications and other interruptions or obstacles that are not dependent on the Portal;
e.if, pursuant to the Agreement, the User’s access to the User’s Profile has been blocked;
f.due to the Borrower infringing the Loan Agreement or the Borrower’s illicit conduct;
g.due to the performance or delayed performance of the User’s commitments arising from the Assignment Agreement.
vi.The Portal does not have the duty to pay for the Claim or any other payments to the User, before the payment has been received from the relevant Borrower pursuant to the Loan Agreement and transferred to the Portal.
vii.The Portal does not have to repay or compensate to the User for the paid Claim Price or any part thereof.
viii.Users shall settle transactions on the Portal directly and on their own responsibility. Users are entitled to use the agreement forms offered on the Portal on their own responsibility and at their own risk. The Portal shall not be responsible for possible commitments arising from laws that might originate to the Users as a result of transactions concluded on the Portal.
ix.If the User denies having authorized (given consent) the performance of a transaction, the use of the User’s Profile and password shall be deemed a sufficient evidence for that the User has given consent to the transaction or that he/she/it has acted fraudulently, or has intentionally or negligently failed to fulfill the duties prescribed in Clause 3.7 or 3.8 of the present User Terms.
x.The Parties shall not be held responsible for failure to fulfill their respective obligations if the non-fulfillment has occurred due to reasons that are independent on the Parties’ will and have resulted from force majeure circumstances. The Parties shall consider such circumstances as force majeure circumstances, which the Parties could not have predicted or affected, including power outages, regulatory enactments adopted by institutions of the Republic of Estonia or the European Union, strikes, military activity, natural calamities, or other circumstances, which the Parties could not have prevented or predicted. A Party may make a reference to force majeure circumstances only and solely in case if it has taken all steps that depend on it in order to fulfill the obligations prescribed in the User Terms or Assignment Agreement. Once the force majeure circumstances have been prevented, the Party must immediately resume the performance of its duties.
xi.As the Parties use means of communication during the performance of the Agreement, the Portal shall not be held responsible for any losses incurred due to interrupted service of mail, facsimile, electronic or other means of communication, as well as technologies ensuring the respective Portal services, including, but not limited to, interrupted service of means of communication, interruptions in the functioning of the Portal, electronic data exchange and payment system of credit institutions (incl., online banking).
User’s personal data
i.The controller of the processing of personal data is the Portal. The Portal as the controller may authorize a processor to process data on behalf of the Portal in accordance with clause 12.4 of the User Terms. The Portal shall conclude a non-disclosure agreement with any respective processor. The Portal shall remain responsible for the proper fulfilment of data processing tasks.
ii.The Portal is entitled to process all personal data of the User to fulfil its obligations arising from the User Terms or provided by law, including but not limited to:
a.collecting the personal data and other information from the User, third parties, databases, public registries;
b.organising and analysing the data;
c.storing the data as provided for by the law; and
d.performing any other activities in order to fulfil its obligations arising from the User Terms and provided for by the law.
iii.The purpose of processing the User’s personal data is keeping client records, offering, rendering and maintaining services, financial and statistical analysis, exercising of the tasks and protection of the rights of the Portal and/or User arising from the Agreement.
iv.The Portal is authorized to disclose the User’s personal data:
a.to employee of the Portal, whose function is to process the personal data;
b.to any person to whom to the fulfillment of commitments of the Portal arising from the User Terms is delegated (including to communications service providers, payment intermediaries, credit institutions, IT service providers, etc.);
c.to the parent company of the Portal, its governing enterprise or individuals, and any enterprises dependent on the governing enterprise, other companies or enterprises, physical persons, which directly or indirectly have obtained a significant share in the share capital of the Portal or in which the Portal has obtained direct or indirect participation, insofar as such information is necessary for the performance of functions delegated to them;
d.to outsourced service providers within the European Union that the Portal has engaged in the provision of services arising from the User Terms, insofar as such information is necessary for the performance of functions delegated to them;
e.to operators of personal data processing systems, the controller whereof is the Portal, insofar as such information is necessary for the performance of functions delegated to them;
f.upon handing over (transferring) a Claim;
g.to a third party, who is taking debt collection steps to recover debt from the User (such as debt collectors, lawyers, court bailiffs, insolvency administrators, etc.);
h.to Portal legal, accounting, or auditing service providers, ensuring that the respective person has undertaken not to divulge such information.
v.The User shall agree that the Portal is using the address, e-mail address, and/or telephone number indicated on the User’s Profile to send commercial communications about the products or promotions of the Portal or companies affiliated to the Portal. The User shall have a right to withraw the consent given on the basis of the current clause of these User Terms.
vi.The Portal is authorized to call and send text messages (SMS) to the telephone number having the connection of a mobile communications operator as indicated on the User’s Profile, to send e-mails to the e-mail address indicated on the User’s Profile, as well as to dispatch mail to the User’s mailing address to reach the User in connection to the provision of services by the Portal.
vii.The Portal shall take all necessary physical, technical and organisational measures for the protection of the personal data, to prevent any unauthorized disclosure or access to the personal data or other unauthorized processing thereof.
Termination of the Agreement
i.The Portal is entitled to restrict the User’s right to use the Portal and/or terminate the Agreement and delete the User’s Profile without a warning, if:
a.the User breaches the present Terms and Conditions or the Assignment Agreement or otherwise illicitly uses the Portal;
b.the User has provided false or misleading information or counterfeit documents;
c.if the Portal suspects money laundering, terrorism financing, or an attempt to do so, with the involvement of the User or the User’s Profile.
ii.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 User’s e-mail at least 10 (ten) Business Days in advance. In such case, as of the moment of sending the notice, the User is forbidden to conclude new Assignment Agreements, purchase new Claims, or use the User’s Profile. In this case, the Portal continues to manage all of the User’s Claims purchased before the notice by the Portal on unilateral termination of Agreement is sent in compliance with the present User Terms and the Assignment Agreement.
iii.At any time during the Agreement validity period, the User is entitled to request that the User’s Profile is deleted and the Agreement is terminated on the condition that the User does not own any Claims managed by the Portal.
iv.If the User wishes to delete the User Profile and terminate the Agreement, the User sends a relevant notification from the User’s e-mail address to the Portal or fills in the relevant notification on the User’s Profile and confirms it according to procedures established on the Portal.
v.If the Agreement is terminated, the Portal transfers all funds of the User that are available on the Portal’s Account to the User’s Bank Account no later than within 3 (three) Business Days after the termination of the Agreement.
Conduct in case of Portal’s insolvency
i.In case the Portal becomes insolvent, the conclusion of new Assignment Agreements on the Portal shall be immediately terminated. All funds deposited into the Portal’s Account shall be returned to the Users.
ii.In case the Portal becomes insolvent, Users shall be given complete information from the database of the Portal about the transactions concluded on the Portal. To ensure that the aforementioned provision is abided by, the Portal shall conclude a bailment agreement, pursuant to which the Portal shall have the right and obligation to deliver for keeping a data carrier, in which the Portal has saved all current data originating from the Portal.
iii.Insolvency of the Portal shall not affect legal relations between the User and the Borrower.
iv.In case of the Portal insolvency, the Portal shall be taking all the necessary steps so that a third party takes over the administration and management of all Claims originating on the Portal, about which the Portal informs all Users.
i. In addition to the procedure for conclusion of Assignment Agreements as described in these User Terms (section „CONCLUSION AND EXECUTION OF THE ASSIGNMENT AGREEMENT“), the User may enter into Assignment Agreements by using Auto Invest application. Auto Invest functions in accordance with the criteria set by the User him/herself, which are accessible through the User’s Virtual Account.
ii. The User is fully liable for the confirmed criteria, also for any consequences related with the confirmation of the criteria and use of Auto Invest.
iii. The User willing to activate Auto Invest shall at his/her own discretion select the criteria, which correspond to his/her investment strategy, which the User shall thereafter confirm in accordance with these User Terms.
iv. By activating Auto Invest application the User receives the right to use Auto Invest for the purpose of entering into Assignment Agreements pursuant to the criteria selected and confirmed by the User.
v. In order to enter into Assignment Agreements the User shall have sufficient funds available at his/her Virtual Account, which allow to enter into Assignment Agreements corresponding to the criteria selected and confirmed by the User.
vi. The Portal operator shall complete the transactions with the funds of the User displayed on his/her Virtual Account under the authorization (käsund) received from the user in accordance with the criteria set out in the provided authorization and these User Terms.
vii. The user shall at any time have access to the overview (report) of the transactions made by and through the Auto Invest application and of the use of his/her funds under the provided authorization. The Portal Operator notifies the User by e-mail of the Assignment Agreement entered into under the provided authorization.
viii. The User can at any time activate, change the criteria selected, stop or completely switch off Auto Invest application.
ix. Allowing the Users to use Auto Invest application shall not amount to the provision of advice or assistance with regard to the acquisition of Claims listed on the Portal. Portal shall not be held liable for any and all damage which may occur to the User as a result of the use of the Portal or any services provided thereby, including the use of Auto Invest.
Other Terms and Conditions
i.All transactions on the Portal are executed in euros (EUR) and other EU currencies.
ii.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.
iii. All notifications of Parties must be put in writing and sent to the other Party within the Portal, by mail or e-mail, to the mailing and/or e-mail address indicated on the User’s Profile. Correspondence sent in mail shall be deemed received on the 5th (fifth) calendar day following the date indicated on the stamp by the postal service provider on the acceptance of a registered letter.
iv.Notifications sent to the User’s e-mail address shall be deemed received within 24 hours after the dispatch.
v.The Portal may unilaterally amend these User Terms and the relevant amendments take effect from the moment they are published in the Portal. The Portal may at its own discretion require that the User Terms are confirmed by the Users.
vi.The User agrees/disagrees with the amendments to the Agreement proposed by the Portal (the new version of the User Terms), by expressing his/her/its consent/disagreement.
vii.The Portal is entitled to unilaterally amend the Price List at any time, including to determine new commission fees and at the unilateral discretion of the Portal grant discounts from commission fees indicated on the Price List. Information about changes in the Price List is available on the Portal. Information about changes in the Price List is notified to the User at least 10 (ten) days in advance through the means of communication available to the Portal to get in touch with the User.
viii.The Parties shall undertake not to divulge such information to any third parties, which derives from the present User Terms, except as prescribed in the laws of the Republic of Estonia and in cases established in the User Terms.
ix.The laws and regulations of the Republic of Estonia shall govern the legal relations arising from the present Agreement.
x.Any disputes between the parties in relation to the use of the Portal and to the Agreement shall be resolved at the Harju County Court pursuant to the effective laws and regulations of the Republic of Estonia.