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1. Terms and definitions
Account -Investor’s account with the Platform reflecting the balance of the Investor’s real amount of funds available for funding.
Agent -FUNDAUS TRUST AGENT OÜ(a limited liability company duly registered in the Republic of Estonia under the registration number 14810464, having its registered legal address: Harju maakond, Tallinn, Tina tn. 9, Estonia), being a legal entity authorized by the Investor to sign the Loan and the Collateral agreements in its own name, but in the interests of the Investor and represent the Investor in case of the Project owner’s default under the Loan Agreement.
Agent agreement -An agreement entered into the Investor and Agent via the Platform, on the basis of which the Investor authorizes Agent to conclude the Loan agreement and Collateral agreements with the Project owners in accordance with the Investor’s instructions in the name of the Agent, but in the interests of the Investor.
Agreement -An agreement on use of the Platform consisting of these Terms, Registration rules, Investor’s registration application and Identification form and the Pricelist.
AML legal regulation -Estonian, European Union and International legal acts on anti-money laundering and counter-terrorism financing.
AML Policy -Operator’s Anti-money laundering and counter-terrorism financing policy.
Beneficiary -a natural person who, taking advantage of their influence, makes a transaction, act, action, operation or step or otherwise exercises control over a transaction, act, action, operation or step or over another person and in whose interests or favour or on whose account a transaction or act, action, operation or step is made.
In the case of a legal entity: the natural person who ultimately owns or controls legal entity through direct or indirect ownership of a sufficient percentage of the shares - shareholding of 25 per cent plus one share or an ownership interest of more than 25 per cent, or voting rights or ownership interest in that person, including through bearer shareholdings, or through control via other means;
in the case of trust, civil law partnership, community or legal arrangement: the natural person who controls the association via direct or indirect ownership or otherwise and is such associations’: a) settlor or person who has handed over property to the asset pool; b) trustee or manager or possessor of the property; c) person ensuring and controlling the preservation of property, where such person has been appointed; d) the beneficiary, or where the beneficiary or beneficiaries have yet to be determined, the class of persons in whose main interest such association is set up or operates;
where the natural person cannot be identified and there is no doubt that such person exists or where there are doubts as to whether the identified person is a beneficial owner, the natural person who holds the position of a senior managing official or member or members of the management board may be deemed or designated as a beneficial owner.
Project owner -A person applying for and receiving the Loan in accordance with the conditions of the Loan Agreement.
Cashback -Part of Platform marketing program; a bonus that can be optionally applied to certain Projects and may be subject to certain limitations (e.g. minimum amount of Investment and/or limited validity period of the offer), expressed in the form of extra income of the Investor, calculated as a fixed amount or percentage of the Investment made and automatically added to its Investment account upon confirmation of the Investment.
Claim Rights -Rights of claim to the Project owner arising from the Loan Agreement.
Collateral -Any security provided by the Project owner or Collateral provider in order to secure the Project owner’s liabilities arising from the Loan agreement.
Collateral agreement -A collateral agreement entered into between the owner of the pledged property as the Collateral provider and the Agent as the Pledgee on Pledge of property in order to secure the Project owner’s liabilities under the Loan Agreement.
Collateral provider -A person, which provides a Collateral in order to secure the Project owner’s liabilities arising from the Loan Agreement.
Financial Institution -Any legal entity, which provides as a business one or more of the financial services as defined by the Law and is included in the official lists of the respective regulating authority.
FIU -Estonian Financial Intelligence Unit.
Fundroom -Investor’s personal page on the Website.
GDPR -Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Identification form -A questionnaire available on the Website in the Investor’s Fundroom, which has to be filled up by the Investor for KYC purposes.
Information sheet -Certain information on the Project and the Project owner, provided by the Operator for registered Investors in electronic form via the Platform.
Instruction -The Investor’s given order to the Agent to enter into the Loan agreement with the Project owner, specifying the amount of Investor’s funds to be lent to the Project owner, the Project owner, the Project and other information, which reflects the Investor’s will.
Interest -Amount payable by the Project owner to the Investor for use of the borrowed funds (the Loan) at the rate agreed by the Parties of the Loan Agreement.
Investment income -Optional income of an Investor, pertaining to and calculated for a certain Investment, usually subject to certain terms and conditions and/or events in future, except of Interest, Loan and any marketing program associated incomes (Cashback etc.).
Investor -An individual or legal entity, who has passed registration on the Platform, has been identified and accepted by the Operator and receives the Services – uses the possibility to lend the funds to the Project owners.
Investor’s bank account -Investor’s account in a banking or payment institution.
Investor’s registered account -Investor’s bank account, which is connected to the Account in accordance with the procedure stated by these Terms.
KYC -Process of identification, due diligence and analysis of the Investor in accordance with the AML Policy and internal procedures of the Operator and requirements of the Law.
Law -Any law applicable to the Services and relationship between the Operator and the third parties.
Lender -The person named as the lender in the Loan agreement, who may be either the Investor or the AGENT acting as the Agent of the Investor.
Loan -The total amount lent to the Project owner within one Project on the basis of the Loan Agreement.
Loan Agreement -A loan agreement entered into the Investor or its Agent and the Project owner, on the basis of which the Loan is issued to the Project owner for the purpose of financing the Project.
Maximum amount of the Pool -Amount of the Loan the Project owner has applied for.
Member State-A European Union or European Economic area state, including the United Kingdom and Norway.
Minimal target -Minimal amount of the Loan determined by the Project owner, which it agrees to borrow on the basis of the Loan agreement.
Offer -Offer of funding the Project placed on the Platform, available for the Investors on the Website and consisting of the project details, description, KIIS, pictures, related documents and other information.
Operator -FUNDAUS OÜ(a limited liability company duly registered in the Republic of Estonia under the registration number 14643807, registered legal address: Harju maakond, Tallinn, Tina 9, 10126, Estonia). More details and contact information is available on the Website.
Participation -The part of the Loan amount paid into the Pool by each Investor.
Platform -An electronic system for Services available for the use on the Website.
Pool -Maximal funding target, amount of funds stated by the Project owner for borrowing in the period of time determined by the Project owner.
Pricelist -Operator’s pricelist for Platform services.
Privacy policy -Operator’s policy on data processing and protection based on the GDPR and Law requirements.
Project -Offer of funding of business activities related to real estate development projects or business development projects, which is placed on the Platform.
Referral system -A remuneration system established by the Operator, which offers the person who promotes the Services to receive an income in a form of percentage of the funds invested by the Investors attracted by this person.
Segregated account -Operator’s account used for settlements between the Investors and the Project owners within the use of the Services via the Platform and totally separated from Operator’s operating account.
Services -Crowdfunding services that are provided by the Operator, which connects via the Platform those who can give, lend or invest money (the Investors) with those who need financing for a specific Project (the Project owners).
Terms -These terms and conditions for Investors.
Website - www.fundaus.com.
Withdrawal -The funds transfer from the Segregated account to the Investor’s bank account on the basis of the Investor’s instruction given via the Platform.
2. General Terms
2.1. Preamble and start of relationship
2.1. These Terms regulate use of the Platform placed on the Website maintained by the Operator and use of the Services by the Investors.
2.2. The Terms are the part of the Agreement being agreed between the Investor and the Operator.
2.3. The technical conditions of the use of the Platform, which are not included in these Terms, are defined in additional manuals, instructions (including the Registration Rules) and FAQs placed on the Website and shall also be binding and observed by the Investor.
2.4. The Investor enters into the Agreement by submitting its Identification form via the Website and making the first payment of funds from its own bank account to the Segregated account managed by the Operator after the Operator has accepted the Investor as described below. The Operator enters into the Agreement by acceptance of the Investor after completion of identification and KYC procedure in accordance with the Operator’s AML Policy, internal procedures and requirements of the Law.
2.5. The obligatory preliminary condition for the entrance into the Agreement is an acceptance of the Operator’s AML Policy, Privacy policy and Complaints handling policy by the Investor. These documents are available on the Website.
2.6. Prior to commencing the use of the Platform and the Services, the Investor confirms that it has read the Terms and the above-mentioned documents, understood them and agrees to them. All these documents shall be considered as accepted by the Investor in full and binding for the Investor once the Investor has accepted them via the Platform and made the first payment to the Segregated account.
2.7. These Terms also regulate relationship and mutual obligations between the Parties and the Agent, which possesses Pledgee’s rights in its own name for the beneficial interests of the Investor, keeps all documentation provided in connection with a certain Loan and performs any actions and transactions related to the relevant rights and documentation, inter alia, based on the instructions given by the Operator on behalf of the Operator itself and/or the Investors and in accordance with these Terms, Loan Agreement, Collateral agreement and other documents related to the relevant Loan. The Agent has the rights and authorizations described in these Terms and in the Agent agreement if such is concluded between the Investor and the Agent as an Agent.
2.8. The Operator does hereby certify that it has all the necessary authorizations given by the Agent for conclusion of this Agreement with the Investor in a part of conditions of these Terms related to Agent.
2.9. These Terms do not cover and regulate the relationship between the Operator and the Project owners, which are regulated by separate documents.
2.10. The relationship between the Operator and the Investor are limited with automatic fulfillment of the Investor’s Instructions on the basis of these Terms. The Operator shall not be considered as the Investor’s authorized person, but as the person providing vehicle (the Platform) for performance of the Investor’s actions that are made by the Investor independently and fully reflect its will. The Investor confirms that it understands that it is free to lend the funds to the Project owner directly (if the Project owner agrees to it) and without use of the Services; and that the Investor’s independently made choice to use the Services for lending purpose does not mean that the Operator has impacted its decision in any way.
2.2. Limitation of liability
2.2.1. The Operator’s liability is limited with the Operator’s registered statutory capital.
2.2.2. Operator is not a party in the lending transactions and does not give or make any recommendations, advices, guarantees, underwritings, undertakings or other promises on its own behalf in respect of possibility of the Project owners to perform their contractual obligations or regarding the quality or future profitability of the projects.
2.2.3. All the information on the Projects provided on the Website fully reflects the Project owner’s certifications, guarantees and undertakings without an additional advertisement from the Operator’s side.
2.2.4. Operator does not provide payment services or any other service except the Services as they are defined in these Rules.
2.2.5. In addition to the Services the Operator performs an administrative function in the execution and performance by the Parties of their obligations arising from the Loan Agreements and the Collateral agreements for the lending and securing purposes.
2.2.6. When collecting any funds owing by a Project owner, the Operator and/or the Agent acts at its own consideration, based on their experience, taking all reasonable efforts for the best satisfaction of interests of the Investors.
2.2.7. Among other things, the Operator and the Agent are not liable for:
2.2.7.1. the fulfillment of a Project owner's obligations;
2.2.7.2. the completeness and/or accuracy of information and/or statement(s) provided by the Project owner to the Operator / published on the Website or included into any Loan Agreement or Collateral agreement and no responsibility is assumed by either the Operator or the Agent in this regard. The aforementioned exclusion of liability to the same extent applies to any data and other information published on the Website concerning the Projects;
2.2.7.3. any discontinuities, interruptions, or impediments that may occur in the operation of the banking or payment institution keeping the Investor’s funds or providing the settlements between the Investor and the Operator / Agent, including any losses, which may occur or be incurred indirectly as a result of the insolvency or moratorium of such institution or any similar event;
2.2.7.4. any losses sustained as a result of any act or failure to act of the third parties, the professional and/or business activity of which assumes debt recovery and/or the provision of related services if such persons are retained for enforcement of the Investor’s rights against the Project owners;
2.2.7.5. the extent, content, conformity and enforceability of contracts and other legal documents placed on the Platform, including those used for providing lending transactions;
2.2.7.6. any bugs, disruptions and other technical failures that may occur in the IT systems and/or software of the Operator;
2.2.7.7. the accuracy and completion of any forecasts and valuations, provided by the Operator or the third parties, including financial indicators and forecasts of any project, published on the Platform, Project owner’s financial solvency evaluation, real estate appraisals, market analysis and forecasts and similar and responsibility is assumed and no warranty or representation is made by either the Operator or the Agent in this respect;
2.2.7.8. the sales price and liquidity of pledged property and the time spent for the sale of the pledged property;
2.2.7.9. any circumstances and consequences that arise out of depend on the identity of a Project owner or the Investor;
2.2.7.10. any losses sustained as a result of the materialization of the risk associated with the use of the social networks by the Investor for logging in to the Platform instead of authorization using the email as well as the risk referring to the use of tools and gadgets for the use of Platform services by the Investor that may be available for the use of the third parties;
2.2.7.11. any incurred and potential material and non-material damages, including loss of profit or other indirect losses, or other damages resulted from its conduct other than intentional misconduct;
2.2.7.12. the losses incurred as a result of malfunction or technical equipment of means of communication, Website maintenance, loss of password or other authorization tools etc.;
2.2.7.13. the losses incurred by the Investor as a result of non-observance or violation of these Terms;
2.2.7.14. possible liabilities resulting from the Law that may arise for the Investor in relation to the Services, used by the Investor.
3. Investor’s registration, identification, KYC and acceptance
3.1. Primary signing up and Investor’s Fundroom
3.1.1.The Investor shall sign up on the Website for the use of the Platform by clicking a registration button and filling up the short questionnaire. The Investor will be asked to enter its email address and to input and repeat its own password in accordance with the Platform’s instructions and to choose whether it is natural person or legal entity. Prior to registration the Investor shall read and accept the Registration Rules. After the registration the Investor receives its own identification number (Investor ID) on the Platform and is allowed to enter into its new Fundroom and discover the Platform’s options and Projects available for funding for accepted Investors. Any actions with funds and access to the detailed information on the Projects and the Project owners are prohibited for unaccepted Investors.
3.1.2. Each time the Investor logs into the Platform, the password shall be used.
3.1.3. The Operator may change the registration procedure and use the electronic vehicles for the registration and verification of the Investors on its own discretion. The instructions for the registration are stated in the Registration Rules. In some cases the Investor will be asked to and shall upload the special applications on its mobile phone in order to perform the registration.
3.1.4. Provided that the correct password has been entered to log into the Platform, it will be presumed that the person using the password is the Investor itself or is legally authorized by the Investor to do so and to make transactions in the name of the Investor, unless it notifies the Operator in accordance with the cl.3.1.7 of these Terms.
3.1.5. The Operator can on its own discretion prohibit the person that has logged into the Platform from using the Platform’s services or to restrict its rights or refuse to follow the instructions given by the aforementioned person, if the Operator considers that there is a risk that third person(s), which is not identified and accepted by the Operator, possess the password of the Investor.
3.1.6. The Investor undertakes to keep its password confidential. If the Investor discloses its password to any person whom it authorizes to access its Fundroom, the Investor shall be responsible and liable for any possible consequences of such authorizations and instructions, including any losses incurred.
3.1.7. In case the Investor discovers that the security of its Fundroom may have been breached or has any kind of suspicions in this regard, it must notify the Operator immediately. If the Operator receives such notification from the Investor or determines itself that the security of the Investor’s Fundroom may have been breached, it shall prohibit the Investor from logging in to the Platform and using its services until the identity of the Investor has been verified.
3.1.8. Unless and until the Investor informs the Operator in accordance with the cl.3.1.6 of these Terms:
3.1.8.1. the Investor shall be responsible for any information and/or instruction which the Operator receives from the person who has logged in to the Platform using the Investor’s ID and password and possible consequences of Operator’s actions performed based on such information and/or instruction, even if not given by the Investor; and
3.1.8.2. the Operator shall not be responsible for any unauthorized access to the Fundroom and Accounts of the Investor and/or information available in it as well as for any possible consequences of such unauthorized access and use of the aforementioned information, and any material and non-material losses that may be incurred.
3.1.9. The Investor’s Fundroom includes all the information in respect of Investor’s actions on the Platform, including the Investor’s status of identification, balance of the Investor’s Account, data on the investments made, documents related to the investments made by the Investor (including Loan agreements, Collateral agreements, Agent agreements, instructions, accepted versions of the Operator’s Terms and policies etc.) and other information.
3.1.10. For use of the Platform services in full regime the Investor shall pass the identification and KYC procedure in accordance with the Operator’s AML Policy, internal procedures and requirements of the Law, and receive the acceptance notice from the Operator by email. The results of such acceptance the Investor will find in its Fundroom in a form of activation of all the options of the Platform.
3.1.11. The Operator is entitled to correct the errors (if any) in the Investor’s Fundroom without notifying the Investor provided that this correction does not impact the Investor’s interests.
3.2.Identification and KYC rules
3.2.1. By entering into this Agreement, the Investor confirms to the Operator that it meets and will meet the following requirements to the Investor throughout the entire period of use of Services:
3.2.1.1. An Investor who is a natural person must be at least 18 years old;
3.2.1.2. No insolvency proceedings are declared in relation to the Investor and no signs of insolvency of the Investor have been revealed;
3.2.1.3. No restrictions of legal capability for the Investor as a natural person or a representative of an Investor as a legal entity have been imposed and no such restrictions exist.
3.2.2. The scanned copies of the following documents shall be submitted via the Platform together with the information provided in the Identification form by the Investor who isan individualfor KYC and acceptance procedure:
- Identity card or passport.
Additional documents (scanned copies) may be requested from the Investor beingan individualin the following cases:
- Power of attorney or other right and scope of representation proving document and identity card or passport of the authorized representative - in the case of representation[1];
- Beneficiary identity card or passport - if the third person benefits and controls the Investor’s activity;
- Tax residence document (Tax certificate or similar document) - if it is not possible for the Operator to determine the tax residence country from another available information.
3.2.3. The following information and documentation shall be submitted via the Platform together the information provided by filling up the Identification form by the Investor beinga legal entity for KYC and acceptance procedure:
- Registry card, registration certificate or equivalent document of the relevant register;
- Document certifying the Investor’s legal address;
- Memorandum and Articles of Association or similar document;
- Document containing information on director or management board structure[2];
- Document containing information on ownership structure[3];
orRelevant document equivalent with aforementioned documents, which contains necessary identification data (company register statement) and replaces above mentioned documents[4];
- Representative’s identity card or passport;
- Beneficiary’s identity card or passport.
Additional documents (scanned copies) may be requested from the Investor being a legal entity in the following cases:
- Power of attorney or other right and scope of representation proving document and identity card or passport of the authorized representative - in the case of representation on the basis of the power of attorney or similar document[5];
- Legal entity’s and its Beneficiary’s tax residence document (tax - if it is not possible to detect tax residence country from another available information.
3.2.4. Other documents on the Operator’s additional request confirming the data filled into the Identification form by the Investor.
3.2.5. The Investor shall also provide the information on origin of its funds upon the registration on the Platform and keep this information up to date. The Operator is entitled to request the confirming documents in respect of the origin of the Investor’s funds.
3.2.6. If it is technically available the Investor may identify itself partly or in full using the special automatic identification and verification vehicles provided by the Operator on the Website. In such case this electronic identity verification is mandatory and is considered as an integral part of the KYC process. The manual for such verification tool may be made available by the Operator to the Investor on the website or in other way. The verification of the Investor’s identity using the digital verification tools shall be re-performed repeatedly on the regular basis. The Investor will be notified by the Operator on the necessity to remake the identity identification.
3.2.7. The Operator verifies the Investor’s e-mail address by sending message with the link for verification. The Investor does hereby agree to receive these messages and undertakes to fulfill the instructions included in the messages. Otherwise the Identification will not be completed.
3.2.8. The Operator is entitled to require the Investor to prove its identity during a personal meeting in a specific meeting place and time, priory agreed by the Operator and the Investor.
3.2.9. The Investor is obliged to notify the Operator immediately on any changes in its identification data and provide the actual documents to confirm the changes. The notification on changes shall be made by updating the Identification form on the website.
3.2.10. The Operator is entitled to suspend the Account and prohibit any actions with the Account (including funding or withdrawal) if the Investor’s documents (identification documents, Power of Attorney or other documents submitted to the Operator) are expired or not valid – until the receipt and acceptance of the new valid documents. This shall be also related to the re-performance of the Investor’s identity verification mentioned above.
3.2.11. The Investor confirms that it acknowledges and agrees (where is necessary) that the Operator processes and keeps its personal data and personal data of its representatives, shareholders, Beneficiaries and other related individuals, requests and obtains its personal data from third persons, data bases and registers where it is possible and transfers its personal data to the third parties for identification and KYC procedures in accordance with requirements of the Law related to AML, and for other legally based purposes and in order to fulfill the Agreement and provide the Platform’s services. All the Operator’s actions related to the personal data processing, keeping and transfer are regulated by the Operator’s Privacy policy, which the Investor is agreed to. By accepting the Operator’s Privacy policy it certifies that all the related persons whose personal data are disclosed by the Investor to the Operator have duly authorized the Investor for such disclosure and the Investor fully indemnifies the Operator against any claims from these persons in this respect.
3.3. Investor’s acceptance by the Platform
3.3.1. After the successful identification and KYC procedure the Operator gives to the Investor an access to the Services. The Investor can see the positive decision of the Operator in its Fundroom.
3.3.2. In order to use the Services the Investor shall sign in to its Fundroom, using its email and password registered upon the primary registration on the Website or using the digital identity verification tool (mobile application) if this option is made available on the Website.
3.4. Investor’s rejection by the Platform
3.4.1. The Operator will not allow the Investor to use Services provided by the Platform or will not fulfill the instructions of the Investor or will report to FIU (where it is required by the AML legal regulation) in the following cases:
3.4.1.1. if the Operator cannot verify the identity of the Investor with reasonable certainty;
3.4.1.2. if the Operator can’t receive reliable information on the origin and source of wealth and funds of the Investor;
3.4.1.3. if a potential or existing Investor refuses to provide any information or documents required for KYC purposes and listed above;
3.4.1.4. if the Investor appears to have provided misleading information;
3.4.2. The Operator can refuse to fulfill any Instruction of the Investor if it believes that the Platform is being used for an illegal purpose or if it believes that the respective Investor’s Instruction:
3.4.2.1. is unclear;
3.4.2.2. is not given by the Investor;
3.4.2.3. might cause the Operator to breach the Law.
4. Investor’s accounts and depositing of funds
4.1. Investor’s Accounts on the Platform
4.1.1. The Investor may have one or several Accounts on the Platform provided that the separate registration shall be made for each account (password, pass of identification and KYC procedure etc.).
4.1.2. The main requirement for establishing the Account is the Investor’s authorities to open the Account and to manage the funds on this Account.
4.1.3. The Investor may open the Account as individual or as legal entity if the person applying for registration on the Platform is duly authorized to represent this legal entity within the use of the Services.
4.1.4. Acceptance of these Terms and other Operator’s documents by the individual being the authorized representative of a legal entity, shall be considered as the acceptance made by the legal entity represented by that individual; therefore the documents accepted by that individual shall be binding to the legal entity.
4.1.5. If the Investor has more than one Account and is granted bonuses or special offers from the Operator – some of these bonuses or special offers may be applicable only to one of the Investor’s Accounts depending on type of the bonus or offer.
4.1.6. If there are any restrictions or prohibitions applied to one of the Investor’s Accounts in accordance with cl.3.4. of these Terms, the same restrictions or prohibitions shall be applied to all the Investor’s Accounts until the reason of such restrictions is disappeared.
4.1.7. The Investor’s funds in the Accounts may be used only for funding the Projects placed on the Website and for the settlement of the Investor’s liabilities (if any) to the Operator, Agent and third persons, but only related to the Services. The Investor does hereby authorises the Operator to debit the Investor’s Accounts with the amounts necessary for the above-mentioned purposes. The Investor confirms and agrees that the Operator is duly instructed by the Investor to settle the Investor’s liabilities using any funds addressed to the Investor or owned by the Investor prior to the fulfilling of the Investor’s instructions on Project funding.
4.2. Fund transfer to the Investor’s account
4.2.1. The Investor may transfer the funds into its Account only in strict compliance with the Operator’s requirements set below.
4.2.2. The Operator accepts the funds only from the duly licensed and regulated banking or payment institutions of the Member States. In any case the AML compliance level in such banking or payment institution shall not be lower than required in the Republic of Estonia.
4.2.3. The Investor is allowed to transfer the funds to the Account only from theInvestor’s own accountwith the banking or payment institution described above. The Investor, being a legal entity is obliged to ensure that the person performing payment from the Investor’s account would be duly authorized representative of the Investor identified by the Operator within KYC procedure. The Investor agrees that the Operator is entitled to believe that all the payments received from the Investor’s bank account are made by the authorized representative of the Investor identified by the Operator and all the documents accepted by the payment of the Investor as prescribed in cl. 2.1.4. of these Terms are binding to the Investor. The Investor admits as binding all the documents accepted by such payments.
4.2.4. The Operator is entitled to reject the funds if the name in the payment details does not correspond with the Investor’s name or if the name can’t be surely determined from the payment details. The Investor is fully responsible for correctness and completeness of the information in the payment details.
4.2.5. If the Operator rejects the funds it is entitled to return the funds to the initial account in the bank or the payment institution with this purpose of the payment: “return + [the purpose of initial payment]”. The Operator is not responsible for any loses of the Investor or the third persons arising from this return of the funds. All the bank or other fees and commissions applicable to such return payment shall be covered by the recipient of this return payment.
4.2.6. If the funds are accepted by the Operator the respective Investor’s bank account becomes the Investor’s registered account and connected in the Platform’s system with the Account. The Investor may have several registered accounts provided that the fund transfer is made from each Investor’s bank account to the Segregated account and these Investor’s bank accounts comply with the requirements of these Terms.
4.2.7. The Investor can see the respective balance of its Account in its Fundroom within 24 hours after the funds are accepted by the Operator.
4.2.8. The Operator shall hold the Investor’s funds in the Operator's own name in the Segregated account that the Operator has opened for that purpose, in a banking or payment institution due licensed in the Member State. The Operator shall hold the Investor’s funds separately from its own funds. The Operator does not gain any interest on the Investor’s funds and no interest is payable to the Investor on the funds transferred to the Operator.
4.3. Withdrawal of the funds from the Investor’s Account
4.3.1. The Investor is allowed to withdraw the funds from its Account to the Investor’s registered account in accordance with the procedure described below and only if there is a positive balance on the Account and the KYC procedure is successfully and in full passed by the Investor.
4.3.2. A withdrawal shall be made on the basis of the Investor’s request made via the Platform by clicking the withdrawal button.
4.3.3. The Operator processes the Investor’s request within 2 (two) business days from the moment the request is confirmed by the Operator by debiting the Investor’s Account accordingly and transferring the requested amount to the Investor’s registered account. The Operator is not responsible for any delay or undue fulfillment of its obligations in respect of the payment processing from the respective banking or payment institution’s side.
5. Project funding
5.1. Conclusion of Loan Agreements
5.1.1. The relationship between the Investor as an actual lender and the Project owner shall be based on the initial Offer of the Project owner as defined in the cl.5.1.2.; the counter offer of the Investor in a form of its acceptance given in accordance with the cl.5.1.8. and the Project owner’s acceptance of the Investor’s counter offer in accordance with stated in the cl.5.2.1. of these Terms. Formally, the Lender and a party of the Loan agreement shall be the Agent, acting on the basis of the Agent agreement and the Investor’s Instruction. The Agent is acting in its own name, but in the interests of the Investors and at their account. The Agent fulfils the Investor’s will expressed in the Instruction.
5.1.2. All the Projects available for funding are placed on the Website. All the Offers of funding the Projects placed on the Website shall be considered as the Project owner’s offer to investors. This offer contains the full Loan amount required by the Project owner. The Investor can choose the Project for funding as well as the amount of funds not exceeding its Account balance (available funds) and transfer the chosen amount of funds to the respective Pool by confirming the deal.
5.1.3. After the Investor has entered the amount it wishes to lend and confirmed such investment, the documents related to this Project, containing the Investor’s data and the Loan amount, chosen by the Investor, are generated by the Platform and appear in the Investor’s Fundroom. The Operator strongly recommends to the Investor to familiarize itself with the conditions of the respective projects of the Loan Agreement, Collateral Agreement, Agent Agreement and with all the information on the Project, Project Owner and the Project owner available on the Platform in the Information Sheet next to the name of the Project and those generated by the Platform individually for the Investor. The Investor shall independently and with full response analyze and assess its possibilities to bear the risks connected with the respective Project and the risks connected with the funding the projects in general. The detailed information on risks in this field is available on the Website.
5.1.4. The Investor shall enter into the Agent agreement and give its Instruction to the Agent and its consent to the conditions of the Loan agreement and other agreements related to the Project and placed in its Fundroom by clicking the “Invest” button confirming the acceptance of these documents.
5.1.5. After the Investor enters the chosen amount and clicks the button to confirm the investment, the Agent receives the Investor’s Instruction to enter into the Loan Agreement with the Project owner within the reasonable time period, provided that the Pool is completed or the Minimal target is reached, and to disburse the Loan to the Project owner after it has fulfilled all the conditions for disbursement of the Loan, which shall be issued in accordance with these Terms and the Agent agreement.
5.1.6. The draft Loan agreement, which the Agent is instructed to sign, shall become available in the Investor’s Fundroom. In this situation the Loan may include the entire Loan amount for the respective Project, which may be between the Minimal target amount and the Maximum amount of the Pool.
5.1.7. The scanned copy of the Loan agreement after it is duly signed by the Agent and the Project owner together with the signed Collateral agreements (where applicable) shall be placed to the Investor’s Fundroom after signing. Originals of the agreements signed by the Agent shall be kept with the Agent. The Investor understands and agrees that the Loan agreement as an original signed document may be one for all the entire Loan amount funded by all the investors together if the Investor delegates the rights to sign it to Agent on the basis of the Agent agreement.
5.1.8. By clicking the confirmation button, the Investor expresses its intention to be legally bound by the concrete Agent Agreement related to the Project chosen by the Investor and to lend the funds to the Project owner in amount specified by the Investor. Once given, the acceptance cannot be withdrawn and the Investor has no rights to terminate the Agent agreement or require the termination of the Loan agreement unilaterally. The Investor’s confirmation of the amount it wants to fund and the acceptance of the related documents shall be considered as the counter offer made by the Investor to the Project owner for funding of the amount of funds determined by the Investor.
5.1.9. If more than one Investor is giving acceptance in respect of the same Loan Agreement simultaneously, the Loan Agreements are deemed to have been entered into in a chronological order of acceptances and only until the aggregate amount of Loans achieves the amount of the respective Pool.
5.1.10. The funding amount:
5.1.10.1. may not be less than EUR 100 for Investors-individuals and EUR 300 – for Investors-legal entities;
5.1.10.2. may not exceed – depending on which one is less - the Maximum amount of the Pool or the maximum amount determined by the Operator for one payment or for one Investor or for one Project based on the limitations arising from the Law or requirements of the banking or payment institutions.
5.1.11. If the relevant Loan Agreement provides that the Loan is repayable in installments pursuant to the repayment schedule, or the Interest payable pursuant to the Interest payment schedule, the Operator shall prepare the relevant repayment schedule according to the procedure provided for in the Loan Agreement and shall provide it to the Investor at the time provided for in the Loan Agreement by making it available in the Investor’s Fundroom. If the repayment schedule or the interest payment schedule changes during the term of the Loan Agreement, the Operator shall prepare a new schedule and deliver it to the Investor in the way described above within a reasonable period.
5.1.12. Each Loan Agreement formally has two parts – Special conditions and General conditions – and, where possible, includes the following information (the data may differ depending on the Loan agreement is electronically generated or signed in written form):
- Number, date and Estonian time of the Loan Agreement;
- Project owner’s data;
- Lender’s (Agent’s) data;
- Data of the Representatives of the Parties;
- Purpose of the Loan - a name and / or ID of the Project for funding;
- Loan amount (the entire Loan amount) – may be from the Minimal target amount to the Maximum amount of the Pool;
- Maturity date;
- Loan interest rate and payment dates;
- The Collateral and the Collateral provider’s data.
- The Operator’s General conditions of the Loan (General Terms of the Loan Agreement are available to the accepted Investors on the Website next to each Project);
- Signatures of the Lender and the Project owner.
5.2. Fund transfer to the Pool
5.2.1. Immediately when the Investor has accepted the agreements related to the Project the fund amount defined by the Investor for funding purposes become blocked on the Investor’s Account until the Pool is completed. The respective “frozen” amount is seen in the Investor’s Fundroom and named as “money on hold”. The available balance of the Investor’s Account will be decreased accordingly. The Operator’s actions for blocking the amount of the Investor’s funds in accordance with the documents accepted by the Investor shall be considered as the Project owner’s acceptance for the Investor’s counter offer as it is defined in the cl.5.1.8. of the Terms for partly funding of the Loan amount required by the Project owner. The amount and conditions of funding therefore become fully agreed by the Investor and the Project owner.
5.2.2. After the Pool is completed or at least the Minimal target is reached and other preliminary conditions for the Loan disbursement are fulfilled, the respective amount of funds shall be transferred to the Project owner’s account.
5.2.3. If the amount of funds defined for the funding by the Investor causes exceeding of the Pool limit, the residual part of the funds will be unblocked on the Investor’s Account. In that case the generated agreements related to the Project will be amended accordingly and the amended version of them will become available in the Investor’s Fundroom. Only the actual amount of the funds transferred to the Pool and not returned back to the Investor’s Account may constitute the Investor’s Participation in the Loan amount.
5.2.4. Once the Investor’s chosen amount of funds is transferred to the Pool, the Operator is entitled proceed with &ldldquo;additional check of will” and to send the respective notice to the Investor’s email address, provided upon the registration on the Platform. If the Investor finds any incompliance of the amount of funds or the Project specified in such Operator’s notice with its will, it shall notify the Operator within 2 (two) hours on the mistake found. If the Investor after receipt of such Operator’s notice, has not notified the Operator on mistake as prescribed above, it shall be considered that the Investor accepts in full the funding made and cannot complaint against it anymore. This condition shall apply also to all the agreements (Loan agreement, Collateral agreement, Agent agreement and other and projects of such agreements), which have been accepted by the Investor upon making such funding. The documents accepted this way by the Investor shall be binding to it if the Investor has not notified the Operator on mistake in made funding.
5.2.5. If the Investor notifies the Operator on mistake in the funding made as prescribed in cl.5.2.4. above, the funding shall be eliminated, the funds in the Investor’s Account – unblocked (in amount of incorrectly made funding), and the Investor is entitled to proceed with new (correct) funding.
5.3. Fund transfer to the Project owner or return to the Investor
5.3.1. If the Pool is completed or the Minimal target is reached within the date stated in the Project description on the Website the Pool amount in full is transferred to the Project owner’s account in accordance with conditions of the respective Loan Agreement.
5.3.2. If the Pool is not completed and the Minimal target is not reached within the date stated in the Project description on the Website the Pool amount shall be distributed between the Investors in accordance with the amounts of Participation in the Pool and the respective amount of funds shall be unblocked on the Investor’s Account. In this moment all the agreements accepted by the Investor and related to the concrete Project (save to all the general agreements between the Investor and the Operator or Agent, including, but not limited these Terms) shall be considered automatically terminated without any liabilities left between the Investor, Agent (if applicable) and the Project owner. No Interest shall be accrued and paid to the Investor by the Project owner in this situation.
5.3.3. In some situations when the Project owner rejects its Loan application after the Pool is completed, the Investor may be entitled to receive the Interest on its investment for the period from the moment the Investment has been made till the moment the funds have been returned to the Investor, provided that this condition is included in the agreements between the Operator and the Project owner.
5.4. Loan security
5.4.1. Loans on the Platform may be secured by the Collateral (pledge, mortgage, guarantee or other). The detailed information on the Сollateral is available on the Website in the Information sheet related to the Project. Every Investor has the right for its part of the Pledge proportional to the amount of the Loan issued to the Project owner by that Investor.
5.4.2. Where it is applicable, the Collateral shall be registered on the basis of the Collateral agreement signed by the Collateral provider and the Agent and secures the Project owner’s liabilities arising from the Loan Agreement. By entering into this Agreement, the Investor authorizes the Agent to sign the Collateral agreements with the Project owners in the Agent’s name, but in the interests of the Investor, and to represent interested of the Investor together with other Investors of the Platform who participated in the same Project. The Collateral shall be registered in favor of the Agent as the trustee.
5.4.3. By accepting these Terms, the Investor is deemed to instruct, give its consent to and authorization to the Operator and the Agent, with the right of sub-delegation, to carry out, on behalf of the Investor and as its representative, agent and trustee, the actions and steps described in clauses 5.6.1. to 5.6.4. of these Terms at their own discretion, jointly or separately, with the Operator and the Agent being entitled to use such measures it considers appropriate for the carrying out of such actions and steps including the appointment of third parties whose economic or professional activities include the collection of debts and the provision of related services (including lawyers, persons providing collection services, bailiffs or other persons).
5.5. Payments to the Investor arising from the Loan agreements
5.5.1.Payments of the Loan Interest
5.5.1.1. The Investor is entitled to receive the Loan Interest in accordance with conditions of the Loan Agreement and the repayment schedule. The amount of the Loan Interest accrued and paid by the Project owner shall be reflected in the balance of the Investor’s Account within two business days from the moment this amount has been paid to the Segregated account of the Operator by the Project owner.
5.5.1.2. The Loan Interest is calculated from the moment when the Loan is disbursed to the Project owner. The Investor understands and agrees that the Investor doesn’t receive Loan Interest for the period from its entrance into the Pool till the moment when the Pool is completed and the Loan amount received by the Project owner.
5.5.1.3. In some situations when the Project owner rejects its Loan application after the Pool is completed, the Investor may be entitled to receive the Loan Interest on its investment for the period from the moment the Investment has been made till the moment the funds have been returned to the Investor, provided that this condition is included in the agreements between the Operator and the Project owner.
5.5.2. Repayment of the Principal amount
5.5.2.1. The Investor is entitled to receive the repayment of the principal amount of the Loan in accordance with conditions of the Loan Agreement. The principal amount of the Loan repaid by the Project owner shall be reflected in the balance of the Investor’s Account within two business days from the moment this amount has been paid to the Segregated account of the Operator by the Project owner.
5.5.3. Other payments by the Project owner
5.5.3.1. The Investor may be entitled to receive other payments from the Project owner arising from the Loan Agreement (for example: penalties, additional income etc.) if it is agreed in the Loan Agreement or related agreement entered into by the Investor and the Project owner (directly or via the Agent). These amounts if paid by the Project owner shall be reflected in the balance of the Investor’s Account within two business days from the moment this amount has been paid to the Segregated account of the Operator by the Project owner.
5.6. Project owner’s default and enforcement of the Investor’s rights
5.6.1. If the Project owner fails to perform any financial or non-financial obligations arising from the Loan Agreement, Collateral agreement or any other documents related to the Loan, or if reasonable grounds for premature cancellation of a Loan Agreement arises, including, but not limited to: risk of financial insolvency/bankruptcy, materialization of reputational risk or judgmental enforcements imposed on the Project owner, the Operator and/or the Agent may take any action or take steps on behalf of the Investor and/or itself at its own discretion which it is considered to be necessary or desirable to provide the execution of the relevant financial or non-financial obligation by the Project owner and/or cancellation of the Loan Agreement or the use of other legal remedies.
5.6.2. Inter alia, the Operator and/or the Agent may at their own discretion for the purposes described in clause above:
- send reminders, balance notifications and warnings to the Project owner (including bankruptcy warnings);
- initiate court or arbitral tribunal proceedings, enforcement proceedings, and bankruptcy /insolvency proceedings, using any legal procedures and in accordance with these Terms, including participating in the relevant proceedings as a representative of the Investor and on its behalf, even without prior notification and/or consent of the Investor;
- extraordinarily cancel the Loan Agreement if this is permitted by the according Loan Agreement or by the Law;
- if the relevant obligation is secured, take enforcement action in respect of security by any procedure provided for by Law and the Collateral agreement;
- take any other measures for debt recovery from the Project owner.
5.6.3. Provided that more than one Loan Agreement has been entered into for funding the relevant Project, the Operator and/or the Agent shall take all the aforementioned measures and steps concurrently in respect of all relevant Loan Agreements. Provided that the several investors have their Participation in the same Loan agreement the Operator and/or Agent will undertake the actions mentioned in this cl.5.6. of the Terms in the interests of all the investors participating in the concrete Loan.
5.6.4. In the event if the Operator and / or the Agent cease or terminate caring out actions mentioned above, the Operator and/or the Agent may assign to the Investor, at its expenses, the Claim Rights.
5.6.5. The Investor by entering into this Agreement irrevocably grants the Agent with the authorities in the event of default of the Project owner under the Loan Agreement, on its own discretion, to sign on behalf of the Investor all the necessary documents for assignment of the Claim Rights against the Project owner either to the Investor or to the Operator for the purpose of collection of the debt from the Project owner and enforcement of the Pledgee’s rights and for using the authorities listed above for that purpose. The Agent gives an assignment notice to the Investor and the Project owner if it or the Agent is going to enforce this authorization.
5.6.6. If such an assignment has been made, the respective Claim Rights are deemed to be assigned to the assignee from the moment the Project owner has received the assignment notice from the Agent. All the claims arising from the Loan Agreement and other documents related to the respective Loan that have fallen due against the Project owner are deemed to be automatically assigned to the assignee as specified in the assignment notice given to the Project owner and to the Investor. The Investor agrees that such assignment notice may be given in electronic form and delivered to the Investor via the Platform or by email.
5.6.7. After the assignment has been made (except when the assignee is the Investor itself) the assignee acts in the interests of the Investor in respect of the assigned Claim Rights (and shall be entitled to carry out any of the actions listed in the clause 5.6. of these Terms and - if the collection has been successful – transfer the funds collected in amount of the Participation of the Investor in this Loan. The Investor authorizes to deduct the expenses incurred by the Operator and / or the Agent for this collection together with their fees calculated for such services (if applicable) in accordance with the Pricelist from the amount transferred to the Investor.
5.6.8. The Investor understands and agrees that the representation of its interests in the event of the Project owner’s default is a right, but not an obligation of the Operator and/or the Agent. The Operator and / or the Agent may on their own discretion refuse the representing of the Investor’s interests and deliver the documents and information (if and in the limits that they have in their possession) in respect of the Loan and the Pledge to the Investor for the purpose of independent actions carrying out by the Investor against the Project owner. The Investor understands that only the electronic version (scanned copy) of the Loan Agreement and the Collateral agreement may be available.
5.6.9. The Operator and / or the Agent are also entitled to stop representing the Investor’s interests and enforcement of the Pledge during the process, if:
5.6.9.1. there are reasonable considerations that the execution of any such actions or steps is unlikely to result in payment of performance by the Project owner of its relevant obligation(s), or
5.6.9.2. there are reasonable considerations that the cost of execution of any such actions or steps is likely to be similar to or to exceed the potential benefit received as the result of the same,
5.6.9.3. if execution of such actions becomes impossible based on requirements or restrictions of the Law.
6. Other Investor’s income
6.1. Marketing program payments
The Investor is entitled to receive all extra payments that may or may not be directly arising from the Loan agreements and may include Cashbacks and/or other Bonuses, voluntary granted by increasing the balance of investment account of the Investor on its own considerations according to the terms and conditions of certain marketing campaign, made known to the Investor.
6.2. Referral income
The Investor may be entitled to receive the Referral income – income, automatically calculated by the system and added to the investment account of a registered user (not mandatory – Investor), calculated for the Investments, made by Investors, registered on the Platform by following a unique referral link, generated by the system for the aforementioned user, subject to terms and conditions of the referral system, developed and made known for the registered users by the Platform. The Platform can apply, extend, change or abolish referral income system at any time on its own consideration.
7. Termination of the Agreement and the Investor’s status
7.1. Regular termination of the Agreement
7.1.1. The Agreement may be terminated by the agreement of the Parties, which contains the Investor’s application for termination of the Agreement submitted via the Platform and the Operator’s acceptance sent to the Investor by email.
7.1.2. The Agreement may be terminated only if there are no outstanding Loans and other payments resulting from the Loan Agreements and the Account balance is not negative.
7.1.3. The Agreement losses its force only if there are no unfulfilled obligations and liabilities between the Parties.
7.2. Unilateral termination of the Agreement
7.2.1. The Operator is entitled to terminate the Agreement and deactivate / close the Investor’s Account in the following situations:
7.2.1.1. In case of violation of the Law, these Terms or other Operator’s documents by the Investor;
7.2.1.2. If the Operator has suspicions that the Investor uses the Platform for illegal purposes including for money laundering or terrorism financing or in other situations prescribed by the Operator’s AML policy or AML legal regulation;
7.2.1.3. The Investor has not used the Platform for more than one year;
7.2.1.4. The continue of providing of services to the Investor, at the Operator’s opinion may threaten the Operator’s or the Agent’s interests;
7.2.1.5. The Investor makes damage to the Operator’s or Agent’s reputation or the Investor’s behavior is incorrect in other way;
7.2.1.6. Provision of the Services to the Investor becomes impossible for the reasons that the Operator cannot impact, including the restrictions by the Law and official regulating institutions;
7.2.1.7. if the Operator and/or the Agent believes that the situations listed above occur without the need of confirmation or providing evidences.
7.2.2. If there are outstanding Loans issued by the Investor at the moment when the Operator is decided to terminate the Agreement, the Operator is entitled to block the Investor’s Account and prohibit further lending via the Platform till the moment when all the Loans will be repaid to the Investor’s Account – and then act as defined below.
7.2.3. The Operator is not obliged to inform the Investor on the reasons of unilateral termination of the Agreement in the events listed above. The Agreement in such cases may be terminated without any prior notice to the Investor.
7.3. Closing of the Account
7.3.1. The Operator closes the Account if the Agreement is terminated for any reason and the balance of the Account is zero.
7.3.2. If the balance of the Account is positive and the identification and KYC procedures are duly passed by the Investor, the Operator transfers the funds to the Investor’s Registered account. The Operator is not responsible for any difficulties or losses of the Investor if the Investor has not notified the Operator on changes of the Investor’s bank account details.
7.3.3. The Operator is entitled to deduct from the funds available on the Investor’s Account the amount of Operator’s and / or Agent’s fees and expenses (if due) before the withdrawal the funds to the Investor’s registered account.
7.3.4. The Operator is not responsible for any delay or undue fulfillment of its obligations in respect of the payment processing from the respective banking or payment institution’s side.
7.4. Other related issues
7.4.1. The Operator may, but not obliged, to notify the Investor on termination of the Agreement and closing the Account using the contact details given by the Investor. The Investor agrees that a notification on the Investor’s e-mail is sufficient and binding to the Investor. The notification on the termination of the Agreement and closing the Account may not be sent to the Investor in the situations stated in these Terms.
7.4.2. The Investor is entitled to send its objections (if any) to the Operator within one week (seven days) after receipt of the notification on termination of the Agreement.
7.4.3. If the Agreement is terminated for any reason all the Investor’s personal data left shall be processed, kept or deleted only in accordance with the Operator’s Privacy Policy.
8. Termination of the Operator’s activities
8.1. A declaration of bankruptcy of the Operator or other insolvency procedure, suspension, termination or temporary or permanent restriction of the Operator's operations for any reason does not have impact on the validity of the loan documents already entered into by the Investor (unless otherwise stated in the Loan Agreement).
8.2. In the event that the Operator is declared bankrupt or if the Operator suspends or terminates its operations for some other reason:
8.2.1. the syndication period of each active Pool shall be deemed as ended prematurely and the funds being in the Pool shall be distributed between the investors in accordance with their Participation;
8.2.2. the Operator shall transfer the positive balance of funds reflected on the Account of the Investor to the Investor's registered account;
8.2.3. The Operator shall notify the Investor in due course, providing it with instructions pertaining to the further performance of the Loan Agreements to the extent that due performance of the relevant Loan Agreement is impossible without the involvement of the Operator and/or the Agent.
9. Other Terms
9.1. Delivery and acceptance of information, documents and notices
9.1.1. The Investor and the Operator shall communicate via the Platform as primary way of communication by sending and receiving the notices using the contact form on the Website and by email.
9.1.2. The Investor agrees that all the notices from the Operator will be sent to the Investor to its email address defined within the registration on the Platform. The Operator in any case is entitled, on its own discretion, to send the notifications by the means other than email, using the contact data provided by the Investor.
9.1.3. The notices shall be considered delivered by the Investor:
9.1.3.1. if send by email – after 24 hours;
9.1.3.2. if sent by mail – after 10 (ten) business days;
9.1.3.3. if delivered personally – immediately.
9.1.4. The Operator is not responsible for any consequences if the Investor has changed its contact details without the respective notice given to the Operator in accordance with these Terms.
9.1.5. The Operator is not responsible for possible loss of information or breaches of privacy if the Investor communicates with the Operator using an email. The Investor is fully responsible for safe-keeping of its login and password used for its email.
9.1.6. All the notices send by the Investor to the Operator or the Agent shall contain the Investor identification number (ID) assigned to it by the Operator and seen in the Investor’s Fundroom, otherwise the additional time may be required for processing the Investor’s notice and giving the response to it by the Operator. The Operator shall not be responsible for any losses of the Investor in result of such delay.
9.2. Amendments to the Agreement
9.2.1. All the Amendments and additional special agreements to this Agreement initiated by the Investor shall be agreed and approved by the Operator in written form.
9.2.2. The Operator is entitled to make changes in these Terms, the Pricelist and any policies and other documents with one-month-notice to the Investor sent via the Platform (to the Investor’s Fundroom). The changes and new documents shall enter into force after one month from the moment of the notice.
9.2.3. The Investor shall familiarize itself with the updated documents and give its consent to the amendments prior or after their entrance in force, but in any case, before the further use of the services provided by the Operator. If the consent is not given the Operator shall suspend the Account.
9.2.4. If the Investor does not agree to the changes in the Agreement or other documents it is entitled to apply for the termination of the Agreement in accordance with the procedure stated in the cl. 7 of these Terms.
9.3. Intellectual property
9.3.1. All the texts, documents, pictures, videos, music, photos, logo, trademarks, brands, domains, databases, software, web design and other components of the Website or texts or pictures included in the documents provided by the Operator to the Investor in relation to this Agreement is an intellectual property of the Operator or the Operator is a legal possessor of this content.
9.3.2. It is strictly prohibited to copy, sell, modify or use the information in other way, except for the purpose of use of the Services on the Platform in accordance with the Agreement, without the previous written consent of the Operator. The Operator has full rights for claiming the indemnification in accordance with the Law if the Investor breaches this rule.
9.4. Confidentiality and Data protection
9.4.1. The information related to the Agreement, both the Parties, Projects, Agent and Project owners, which is not public, shall be considered as confidential.
9.4.2. The disclosure of the confidential information is allowed only if it is required by the Law.
9.4.3. Additionally to the exception above, the Operator is entitled to disclose the confidential information if it, in the Operator’s opinion, is necessary for the execution of the Agreement and / or for protection of the interests of the Operator, the Agent, the Investor or the Project owner.
9.4.4. The Operator provides processing of personal data in accordance with its Privacy policy, GDPR and the Law. The Operator’s Privacy policy is available on the Website and the Investor’s consent to it is the preliminary condition for use of the Services.
9.4.5. The Investor gives it consent to its personal data processing for the purposes of this Agreement. The Investor also gives consent to processing of the personal data of the persons related to the Investor in accordance with the Operator’s Privacy Policy for the purposes of this Agreement. The Investor confirms that it has all the necessary authorizations from the mentioned related persons for giving such consents on their behalf and indemnifies the Operator against all and any complaints and claims related to this issue. The Investor understands that if it recalls its consent to personal data processing the provision of the Services by the Operator may become impossible.
9.4.6. The Operator is entitled to transfer personal data to the third parties mentioned in the Operator’s Privacy Policy.
9.4.7. The Investor agrees that the Operator and the Agent shall use the address, email address and the phone number provided by the Investor in order to send notifications related to the Services and for the communication purposes with the Investor.
9.5. Dealing with Investor’s complaints
9.5.1. In accordance with the Operator’s Complaints handling policy the Investor may submit its complaints to the Operator using the contact form on the Website provided that the Investor is logged in (verified) or by ordinary mail.
9.5.2. The complaint will then be investigated and processed in accordance with the Operator’s Complaints handling policy.
9.6. Governing law and dispute resolution
9.6.1. The relationship between the Investor and the Operator arising from this Agreement shall be governed by Estonian Law.
9.6.2. If there any conflicts between the Parties, which cannot be solved via negotiations, the dispute shall be resolved in the courts of the Republic of Estonia in accordance with the Estonian Law.
9.6.3. The Parties agree that the full complaint resolution procedure in accordance with the Operator’s Compaints handling policy and the conditions of the cl.9.5. of these Terms shall be passed prior to the going to the courts.
Version 1. In force from the 1st of March, 2020.
[1]The document that proves authorization should be certified by a notary and legalized or certified withApostille.
[2]Not older than a year.
[3] Not older than a year.
[4]Not older than a month. This document may be requested by the Operator additional to other documents if the other documents containing company data and information on directors, shareholders or beneficiaries are older than one year.
[5] The document that proves authorization should be certified by a notary and legalized or certified with Apostille.