1. DEFINITIONS AND INTERPRETATION
1.1. Acquirer – an Investor who has acquired a Claim from the Loan Originator or another Investor pursuant to the Assignment Agreement or Reassignment Agreement.
1.2. Assignment Agreement – an agreement concluded between the Loan Originator and the Investor as the Acquirer, pursuant to which the Loan Originator transfers a Claim arising from a Loan Agreement to the Acquirer.
1.3. AutoInvest – a technical implementation of the Portal, which allows the Investor to submit automatic Investment Applications that comply with the pre-defined criteria set by the Investor.
1.4. Borrower – a natural person with whom the Loan Originator has concluded a Loan Agreement.
1.5. Business Day – any day which is not Saturday, Sunday or public holiday in Estonia.
1.6. Buyback – a process whereby the Loan Originator purchases back the Claim sold to an Acquirer, executed by the Portal Administrator on behalf of the Loan Originator upon the Loan Originator’s obligation or right to exercise Buyback.
1.7. Claim – monetary claim of the Loan Originator or a part thereof against a Borrower arising from a Loan Agreement between the Loan Originator and the Borrower which is subject to transfer to the Acquirer via the Portal and stipulated in the Assignment Agreement. The claim can consist of the loan principal, interest and other ancillary claims in full or partial amount.
1.8. Claim Price – the fee specified in the Assignment Agreement for the assignment of Claim.
1.9. Credit score – a subjective assessment of the Loan Originator of the Borrower’s predicted payment behaviour and risk level for the Investor, which the Loan Originator may (but is not obliged to) provide to the Portal Administrator for disclosing to the Investor via the Portal.
1.10. Debt service to income ratio (DSTI) – the ratio between the Borrower’s income and level of credit burden, which is used for calculating a reasonable loan burden and which the Loan Originator may (but is not obliged to) provide to the Portal Administrator for disclosing to the Investor via the Portal for making an investment decision.
1.11. Interest – remuneration calculated pursuant to the Assignment Agreement and paid by the Loan Originator to the Acquirer.
1.12. Investment Application – an Investor’s application submitted via the Portal for the purpose of acquiring a Claim.
1.13. Investor – a user of the Portal who has registered to make investments and has the ability to purchase Claims and become an Acquirer under the Assignment Agreement.
1.14. Loan – the principal amount of the credit issued to the Borrower in compliance with the Loan Agreement and yet not repaid by the Borrower or a part thereof, which, pursuant to the Assignment Agreement shall be repaid by the Borrower, and which the Portal channels in favour of the Acquirer to the Acquirer via Portal.
1.15. Loan Agreement – an agreement concluded between a Borrower and Loan Originator which may be a loan, credit agreement or a financial arrangement of similar nature.
1.16. Loan Originator – a company legally entitled to provide consumer credit established in a contracting state of the European Economic Area or Switzerland who has concluded a Loan Originator agreement with the Portal Administrator which authorises the Portal Administrator to transfer the Claims of Loan Originators to Investors on the Portal.
1.17. Personal Data – any information processed by the Portal relating to a natural person which enables the person to be identified, either directly or indirectly.
1.18. Politically Exposed Person – a natural person who performs or has performed important functions of public authority (e.g. the head of state or the head of government; a minister, deputy or assistant minister; a member of the legislative assembly; a member of the governing body of the political party; a judge of the Supreme Court of the state; the Auditor General or a member of the supervisory board or management board of the central bank; an ambassador, ambassador or charge d’affaires; a senior officer of the Defence Forces; a member of the management board and administrative or supervisory body of a company controlled by the state; the head of the international organization, the deputy head and a member of the management body) or their immediate family members (e.g. a spouse; or a person who is considered as equivalent to a spouse, a child and a child’s spouse or partner; or a parent) and any individual who is known to have joint beneficial ownership of a legal entity or legal arrangement, or any other close relationship, with high officials or any individual who has sole beneficial ownership of a legal entity or legal arrangement that is known to exist for the benefit of a high official. In case you have any doubts whether you or your immediate family member may be a Politically Exposed Person, please contact the Portal Administrator via firstname.lastname@example.org.
1.19. Portal – an e-service environment managed by The Portal Administrator at the Internet address monestro.com, the users of which can use various interactive services offered by The Portal Administrator, including but not limited to operating an electronic system in which The Portal Administrator lists available Claims in order to facilitate the assignment of these Claims or parts thereof to Acquirer on the Portal.
1.20. Portal Account – a virtual account created for the Investor and managed by the Portal Administrator for keeping current records on transactions made by the Investor in the Portal and through which the Investor makes payments related to the transactions.
1.21. Portal Administrator – Monestro P2P OÜ, maintaining and administrating the Portal and fulfilling other responsibilities specified in the Loan Agreement or Assignment Agreement and these Portal Terms.
1.22. Portal Terms – these terms applicable to each Investor of Portal specifying the terms for using the services offered by the Portal Administrator.
1.23. Price List – the effective Price List of the Portal services published in the Portal, which is an integral part of the Portal Terms.
1.25. Reassignment Agreement – an agreement concluded on the Secondary Market whereby an Acquirer reassigns a previously acquired Claim to another Investor.
1.26. Resale Offer – an offer made by an Investor in order to sell a Claim on the Secondary Market.
1.27. Sales Acceptance – acceptance by an Acquirer declaring his/her will to acquire one or several Claims referred to in the Resale Offer, thus giving acceptance to the Investor’s Resale Offer.
1.28. Sample Loan Agreement – sample document provided by each Loan Originator pursuant to the Loan Originator Agreement which stipulates the general part of a draft Loan Agreement pursuant to which Loan Agreements are concluded by the respective Loan Originator.
1.29. Secondary Market – functionality of the Portal that allows Investors to sell and buy Claims acquired on the Portal by concluding a Reassignment Agreement.
1.30. Service Fee – a fee indicated on the Price List paid by the Investor to the Portal for processing Claims in compliance with the provisions of the Portal Terms, Loan Agreement and/or the Assignment Agreement, or any other fee as agreed in these Portal Terms and indicated in the Price List.
2. GENERAL PROVISIONS
2.2. The Portal Administrator shall facilitate the conclusion of Assignment Agreements and Reassignment Agreements and manages the Claims of Investors on the Portal as set out in these Portal Terms.
2.3. The Portal Administrator shall manage the Claims of the Investors to the extent required for offering the services on the Portal. The Claims are kept separate from the Portal Administrator’s own property to the extent set out in the Assignment Agreement. The Portal Administrator shall manage the Claim in the interests of and on the instructions of investors. Investors undertake not to unilaterally revoke the authorisation provided in these Portal Terms or in the Assignment Agreement.
2.4. The agreement for the use of the services on the Portal is deemed to be concluded between the Investor and the Portal Administrator from the moment the Investor has confirmed these Portal Terms and the Portal has identified the User. A respective confirmation e-mail will be sent to the Investor’s e-mail address. The Investor is able to access the Portal Terms as well as any concluded Assignment Agreements on the Portal Account.
3. REGISTERING AS AN INVESTOR ON THE PORTAL
3.1. In order to use the services on the Portal, a person must register as an Investor and receive a Portal Account.
3.2. In case of a natural person, only a citizen or permanent resident of the European Economic Area or Switzerland of at least 18 years of age and full legal capacity may register as an Investor on the Portal.
3.3. In case of a legal person, only a company registered in the European Economic Area or Switzerland with full legal capacity, and whose representative meets the requirements set out in Section 2 above, may register as an Investor on the Portal.
3.4. The registration is also subject to the ability to perform an online identification procedure as described in Section 4
3.5. Further to the above, the Investor is required to provide any additional information, documents and confirmations as required by Monestro at any time to verify the identity of the Investor or assess any risks related to the Investor, including, but not limited to confirming whether or not he/she is a Politically Exposed Person. An Investor is obliged to notify the Portal Administrator in case any of the information, documents or confirmations provided at the time of registration change. The notification must be done within three (3) Business Days after becoming aware of the relevant fact.
3.6. Investors undertake to submit information and documents which are valid and correct. Any incorrect information submitted can be interpreted by the Portal Administrator as suspicious activity giving rise to block the Investor’s account as per Section 12 below.
3.7. Each time the Investor wishes to access their Portal Account, the Investor is required to log in using their preferred method, which include:
3.7.1. Investor’s email address and chosen password;
3.7.2. Mobile-ID, Smart-ID or ID-card.
3.8. The password of the Investor is deemed confidential information and the Portal Administrator is obliged to prevent third parties from accessing it. The Investor is also obliged to treat its/his/her password in a secure manner and regularly update the password.
3.9. In case the Investor’s password has become or may have become known to a third party, the Investor must immediately inform the Portal Administrator about the incident over the contact details provided on the Portal. The Portal Administrator shall block the relevant Portal Account as soon as possible and until new login details have been provided to the Investor.
3.10. Upon 5 (five) incorrect submissions of investor’s password, the Portal Account shall be blocked for 24 hours.
3.11. The Portal Administrator may block the Investor’s Portal Account in case the Portal Administrator suspects that the Portal Account has been accessed without authorisation.
3.12. The Portal Account may also be blocked by the Portal Administrator in case of suspicious activity in the subjective assessment of the Portal Administrator or in other cases at the sole discretion of the Portal Administrator for the purpose of preventing any loss and ensuring compliance with confidentiality and legal requirements.
3.13. The Portal Administrator may refuse the registration of an Investor without providing explanation.
4. IDENTIFICATION OF INVESTORS AND CONFIRMATION OF TRANSACTIONS ON THE PORTAL
4.1. The Portal Administrator identifies the persons registering as Investors on the Portal in accordance with its internal procedures.
4.2. Only (natural and legal) persons who have been identified by the means required by the Portal Administrator and registered as Investors can make transactions on the Portal.
4.3. Investors are identified and their identity is verified online via the use of identity documents and technological solutions. Upon completion of the registration process, the Investors’ identity is further verified either by third party bank authorizer or the Investors are required to make an identification payment via a bank account that has been opened in the name of the Investor in a credit institution registered or having its place of business in a contracting state of the European Economic Area.
4.4. The Portal Administrator is entitled to request additional information or documents from the Investor in order to verify Investor’s identity or any information submitted by the Investor. The Portal Administrator may introduce changes within the identification process on the Portal.
4.5. The Investor accepts liability for legal consequences deriving from all transactions, payments, payment orders, instructions, applications, agreements, documents and information submitted by the Investor on the Portal via the Portal Account.
4.6. The Portal Administrator may block transactions initiated by Investors a) in case of suspicion regarding the identity or information submitted on the Portal by the Investor; c) in case of suspicion regarding the purpose or content of the transaction or d) in case the Investor’s Portal Account has been blocked due to reasons described in Sections 3.10 to 3.13 above.
5. INVESTOR’S PORTAL ACCOUNT
5.1. Once the registration is finalised, the Investor receives a personal Portal Account on the Portal.
5.2. The payments into the Portal Account for the purpose of making transactions on the Portal are made by making relevant payments from Investor’s personal bank account previously disclosed to the Portal Administrator (corresponding to the requirements in Section 4.3 above), into the bank account of the Portal Administrator. The bank account details of the Portal Administrator are available on the website monestro.com. The payment order must include a reference number of the Portal Account of the Investor.
5.3. The Portal Account is used to keep records about the funds received from acquired Claims, the funds paid for acquired Claims and the funds paid to Portal Administrator for the use of services on the Portal. The Portal Account also keeps records about the Assignment Agreements and/or Reassignment Agreements concluded via the Portal.
5.4. All payments to the Portal Administrator must be made in euros (EUR). Without prejudice the other rights of the Portal Administrator, in case an Investor makes payment to the Portal Administrator’s account in any other currency, the Portal Administrator’s bank will convert the payment into euros according to the rates applied by the bank and such amount in euros shall be reflected of the Investor’s Portal Account. The Portal Administrator shall automatically withdraw any conversion costs from the Investor’s Portal Account.
5.5. The Portal Administrator has the right to refuse to accept a payment that does not meet the requirements set by the Portal Administrator (e.g. if the payment has been attempted from a bank account opened in a credit institution outside of contracting states of the European Economic Area). In this case the funds are transferred back to the respective account.
5.6. Once the payment has been made successfully, the amount paid in by the Investor will be reflected on the investor’s Portal Account on the next Business Day after the receipt of the corresponding sum to the Portal Administrator’s bank account at the latest.
5.7. Investors undertake to inform the Portal Administrator immediately, if the payment made has not reached their Portal Account as well as when the Investor receives a payment to their Portal Account which appears erroneous. The Investor is not entitled to use or withdraw the sums on his/her Portal Account that have been transferred to him/her in error. Any such withdrawn funds must be transferred back to the Portal Administrator. In case such funds are used in a Portal transaction, the transaction will, at the discretion of Monestro, be either reversed or the Portal Administration may require the Investor to transfer such withdrawn funds back to the Portal Administrator.
5.8. The funds of the Investor which are held on the bank account of the Portal Administrator are not subject to interest due to the Investor.
5.9. If not otherwise stated in these Portal Terms, Investor may submit a payment order at any time, using a special Portal application, in order to transfer any positive balance on their Portal Account into the Investor’s personal bank account previously disclosed to the Portal Administrator (as per Section 4.3 above). The Investor can submit payment orders with regard to the funds on the Portal Account only for the amount consisting of full cents.
5.10. The bank account used by the Investor may be changed by providing relevant information to the Portal Administrator via the Portal. The conditions described in Section 4.3 above apply.
5.11. The Portal Administrator is required to execute the relevant payment order within one to three (1-3) Business Day, provided that the Investor has paid to the Portal Administrator a service fee for the transfer.
5.12. Investor may enter into transactions via the Portal such as acquiring a Claim, reselling a Claim or making other payments or transactions only in the amount of funds presented as the Investor’s positive balance on the Investor’s Portal Account.
5.13. If an Investor has made a transaction on the Portal, the relevant positive balance of the Investor’s funds reflected on the account is reserved until any payment relating to the transaction is made. No other transaction or withdrawal can be made by the Investor on the account of these funds during that time.
5.14. The Portal Administrator may use the funds belonging to the Investor only for the purposes set out in these Portal Terms and other agreements entered into by the Investor by way of using the services of the Portal. The fees and expenses due to the Portal Administrator are deducted from the Investor’s Portal Account balance as the first priority. The funds due to cover the Investor’s obligations to other Investors and Loan Originators arising from the agreements concluded on the Portal are covered as the second priority.
5.15. The Portal Administrator is entitled to close the Investor’s Portal Account if the Investor has not been active in the Portal for more than six (6) months and the balance of the Portal Account is less than one (1) euro. The amount smaller than 1 euro held on the Investor’s Portal Account shall not be paid out to the Investor due to applicable transaction costs.
5.16. The Portal Administrator is entitled to terminate the Investor’s Portal Account, refuse to accept funds from the Investor and/or block access to or close the Investor’s Portal Account in case any money laundering or terrorism financing related suspicions arise in relation to the Investor or the Investor’s activity on the Portal or in case the Investor breaches any of its obligations arising from the Portal Terms, any Assignment Agreement or Reassignment Agreement.
6. ACQUIRING THE CLAIMS
6.1. Provided that funds sufficient to cover the Claim Price are available on the Investor’s Portal Account, an Investor may acquire Claims.
6.2. The Claims are listed on the Portal based on the information provided by Loan Originators regarding Loan Agreements concluded with existing Borrowers. A Sample Loan Agreement shall be visible to Investors along with the information available about the Loan Originator on the Portal. The Investors may also review the Credit Score and DSTI of the Borrower if these have been provided to the Portal Administrator by the Loan Originator.
6.3. Investors can make an Investment Application via the special section on the Portal in order to acquire one or more Claims offered by the Loan Originators at the time.
6.4. All Investors are entitled to acquire the whole or part of the Claim at the price stipulated by the Loan Originator. The Claim Price is determined in euros based on the principal loan amounts due under the Claim and a mark-up or a discount thereupon (if any).
6.5. Before submitting an Investment Application, the Investor may examine the general terms of the Assignment Agreement to be concluded with the Loan Originator in order to acquire the Claim. Such general terms of the Assignment Agreement shall form an integral part of the Assignment Agreement. Provided that the general terms of the Assignment Agreement express the intentions of the Investor, an Investment Application may be submitted via the Portal.
6.6. Upon submission of the Investment Application, the Claim acquisition shall become binding upon the Investor and the Investor authorises the Portal Administrator to debit the relevant funds from the Investor’s Portal Account and to transfer the relevant funds to the Loan Originator as per the terms of the relevant Assignment Agreement. The Investor has no right to withdraw or amend a submitted Investment Application.
6.7. An Investment Application, including any Investment Application created by using the AutoInvest application, is the Investor’s declaration of intent, i.e. the acceptance for concluding an Assignment Agreement and the Assignment Agreement is thereby deemed to be automatically concluded between the Loan Originator and the respective Investor.
6.8. The Investment Applications submitted by the Investors shall be registered chronologically.
6.9. The title to the relevant Claim will be transferred to the Investor upon conclusion of the Assignment Agreement. The Investor shall be presented with the transaction information and the Assignment Agreement on their Portal Account.
6.10. The Investor hereby confirms and understands that by acquiring a Claim, the Investor shall not become the sole creditor of the Borrower under the respective Loan Agreement. The Investor only acquires the Claim which has been listed on the Portal by the Loan Originator (i.e. a part of all monetary claims against the Borrower arising from the Loan Agreement). The Portal Administrator shall process the Claim pursuant to these Portal Terms and the Assignment Agreement together with other Claims belonging to other Investors on the Portal which arise from the same Loan Agreement.
6.11. The Acquirer understands and accepts the risk of default by the Borrower, as a result of which the Acquirer may not fully recover the Claim. The Portal Administrator does not undertake to facilitate performance of the Borrower’s obligations under the Loan Agreement. The Portal Administrator may, at its full discretion, undertake to facilitate performance of the Loan Originator’s obligations under the Assignment Agreement (however, the Portal Administrator is not obliged to take any action). Further Service Fees may apply depending on the actions taken. In any event, the Portal Administrator shall not be liable for any loss deriving from the Claim, including the Portal Administrator shall not compensate the Acquirer for the Claim Price or any part of it.
7. THE ASSIGNMENT AGREEMENT
7.1. Upon the conclusion of the Assignment Agreement, the Investor shall become an Acquirer and the Claim Price shall be immediately withdrawn from the Acquirers’ Portal Account(s). The Portal Administrator shall transfer the amount due to the Loan Originator and make settlements with the Loan Originator in accordance with the respective co-operation agreement.
7.2. The terms of the Assignment Agreement shall be visible to Acquirers on their respective Portal Accounts along with the repayment schedule of the acquired Claim along with the final Loan repayment date and applicable interest. The underlying Loan Agreement giving rise to the Claim shall not be made available and the identity of the Borrower shall not be disclosed to the Acquirer.
7.3. The Borrower shall make Loan repayments, interest payments and other ancillary payments under the Claim to the Loan Originator according to the payment schedule stipulated in the Loan Agreement. The Loan Originator transfers the funds due for each assigned Claim to the Portal Administrator and the Portal Administrator distributes the funds between applicable Acquirers. The sequence of distribution is as follows, unless otherwise prescribed in the Assignment Agreement or Reassignment Agreement:
7.3.1. the principal amount of the Loan repayment received shall be divided proportionately between applicable Acquirers as per the acquired Claims;
7.3.2. the interest and other ancillary claims arising from the Claim under the Assignment Agreement are distributed to Acquirers with respective Claims;
7.3.3. in case the Claim has been resold on the Secondary Market (as described in Section 9 below), the funds due from the Borrower to the initial Acquirer and the Acquirer from the Secondary Market are distributed between the two Acquirers. The relevant amounts due to each Acquirer are calculated by the Portal Administrator based upon the date of the Reassignment Agreement and the number of days each respective Acquirer held the Claim in that period.
7.4. All funds transferred to an Acquirer shall be reflected on the Acquirer´s Portal Account. The funds may be withdrawn from the Portal Account as per the procedure stipulated in Section 5.8 above.
7.5. The full procedure regarding the payment of the Claim Price, repayments and other terms not governed in these Portal Terms are covered in the Assignment Agreement.
8.1. Investors may make Investment Applications by way of an automatic application called AutoInvest which acts without the manual involvement of the Investor.
8.2. AutoInvest option is available on a dedicated section on the Investor’s Portal Account where Investors must choose between a selection of pre-determined criteria based on which the AutoInvest function will submit Investment Applications.
8.3. The AutoInvest procedure leads to conclusion of Assignment Agreements pursuant to Sections 6 and 7 above.
8.4. The confirmation to use AutoInvest function on the Investor’s Portal Account acts as an authorisation by the Investor for the Portal Administrator to submit Investment Applications, conclude Assignment Agreements and complete transactions with the funds available on the Investor’s Portal Account in accordance with the terms stipulated in the pre-determined criteria chosen by the Investor.
8.5. The Investor confirms that the pre-determined selection submitted with the confirmation to use AutoInvest represents Investor´s own discretion and intentions to conclude Assignment Agreements.
8.6. The Investor bears the liability for the selected criteria and any consequences deriving from the Investment Applications made and Assignment Agreements concluded by AutoInvest.
8.7. The Investor shall have an overview of any Assignment Agreements concluded by using Autoinvest function via their personal Portal Account.
8.8. The Investor may choose to activate, pause or terminate AutoInvest at any time. The Investor may also change the AutoInvest criteria or, in case such functionality has been enabled by the Portal Administrator, activate multiple AutoInvest applications simultaneously. Any Investment Applications already submitted at the time of changing the AutoInvest conditions shall remain active and cannot be withdrawn.
8.9. AutoInvest does not amount to the provision of investment advice or assistance from the Portal Administrator. The Portal Administrator does not exercise any discretion nor bear any liability for damages to the Investor as a result of the use of the AutoInvest function.
9. SECONDARY MARKET
9.1. The Investor is entitled to transfer the Claims acquired from Loan Originators to other Investors via the Portal by using the Portal’s Secondary Market functionality. Investors have no right to transfer or sell their Claims other than via the Secondary Market of the Portal.
9.2. The Investor may choose to sell the whole or part of a Claim on the Secondary Market by submitting a Resale Offer on the Secondary Market. The Investor also stipulates other conditions of the Resale Offer.
9.3. The Investor may choose the part of the Claim the Investor wishes to submit on the Secondary Market with or without a discount or mark-up. Any discount or mark-up shall be calculated from the principal amount of the Claim subject to the Resale Offer via the Portal.
9.4. By submitting a Resale Offer, the Investor confirms the submission of a binding offer to all Investors on the Portal made at the time of the submission. The Investor consequently provides an authorisation to the Portal Administrator to publish the respective Claim on the Secondary Market.
9.5. All Investors are entitled to acquire the whole or part of the Claim at the price stipulated by the Investor who submitted the Resale Offer by submitting a Sales Acceptance.
9.6. The Investor may revoke the Resale Offer at any time before the Claim is sold by way of a Sales Acceptance by another Investor or other Investors. The Resale Offer is deemed to be revoked at the moment when it is no longer listed on the Secondary Market.
9.7. The Portal Administrator may revoke the Resale Offer of the Investor on the Secondary Market in case overdue debts by the relevant Investor have occurred. The Resale Offer may be reactivated once any debts are paid. The Secondary Market may also be deactivated temporarily in order to ensure the proper functioning of the Portal, i.e. during payment days under the Assignment Agreement.
9.8. The Portal Administrator is entitled to revoke Investor’s Resale Offer or Sales Acceptance on the Secondary Market on occasions, where according to these Portal Terms or other agreement concluded via the Portal the Portal Administrator’s right to limit or revoke the Investor’s user rights has arose.
9.9. Once a Resale Offer has recevied (a) Sales Acceptance(s) in sufficient amount to cover the listed Claim from other Investor(s), a Reassignment Agreement is deemed to be concluded. The Sales Acceptance is a declaration of the will of an Investor to acquire the relevant Claim, thus giving acceptance to the proposal made by the Resale Offer on the terms stipulated therein.
9.10. Sales Acceptance cannot be submitted if the relevant Investor does not have sufficient positive balance on their Portal Account at that time.
9.11. Once the Reassignment Agreement is concluded, the Portal Administrator shall transfer the agreed resale price to the Investor who submitted to Resale Offer from the new Acquirer’s funds on their Portal Account. The transaction information will be visible from each Investor’s respective Portal Account. The Investor who sold their Claim may withdraw the positive balance on their Portal Account in accordance with point 5.8 above.
9.12. From the conclusion of the Reassignment Agreement, all further payments from the Borrower arising from the Claim shall be forwarded to the new Acquirer as per the process described in Section 3.3 above. Also, unless otherwise prescribed in this Section 9, the provisions of Section 6 apply to Reassignment Agreements respectively.
9.13. The Claims may not be assigned, transferred or sold to any third parties or in any other way than via the services offered on the Portal. If any such assignment, transfer or sale nevertheless takes place, such assignment is not binding on the Loan Originator, other Investors or the Portal Administrator.
10. SERVICE FEES
10.1. Investors are required to pay to the Portal Administrator Service Fees for services provided via the Portal and any other payments in accordance with the Price List that is valid at the time of providing the respective service.
10.2. Investors should note that their bank may make further deductions for depositing funds on the Portal Account. Such commission fees shall not be deducted from the Service Fees and must be accounted for by the Investor when making payments to the Portal Administrator.
10.3. The Portal Administrator automatically debits the payable amount from the Investor’s Portal Account when any Service Fee is due. The Investor is required to ensure that the necessary funds are available on the Portal Account on the due date.
10.4. The Portal Administrator is entitled to block the Investor’s rights to use the services via the Portal if the Investor has not paid the Service Fee provided in the Price List or if the Investor’s Portal Account lacks the necessary means to be reserved and debited for the payment of the Service Fee.
10.5. In case of payment delay with the Service Fee or other expenses, the Portal Administrator is entitled to request from the Investor default interest according to the Price List.
10.6. If so requested by the Investor, the Portal Administrator may issue an invoice on the Service Fee or expense. The invoice shall be issued to the Investor electronically by the Portal’s self-service centre or by e-mail.
10.7. Investors confirm and understand that income tax must be paid for the profit obtained from the Claims under tax laws. Investors are fully responsible for paying any applicable taxes arising from the Claims pursuant to the laws of the Republic of Estonia or the country of residence or registration of the Investor. The Portal shall make deductions of tax and other mandatory payments applicable to the Portal Administrator under the laws of the Republic of Estonia from the funds transferred to the Investor.
11. BUYBACK BY THE LOAN ORIGINATOR
11.1. In case so prescribed by the Assignment Agreement or Reassignment Agreement, the Claim is subject to Buyback by the Loan Originator in case of a default by the Borrower under the Loan Agreement or as otherwise prescribed in the Assignment Agreement or Reassignment Agreement.
12. AMENDMENTS IN PORTAL TERMS AND THE PRICE LIST
12.2. The Portal Administrator notifies the Investors about the amendments in the Portal Terms and in the Price List at least one (1) month in advance, providing the relevant information to Investors electronically by e-mail or via the Portal. If the Investor does not agree with the amendments in the Portal Terms or in the Price List, the Investor may terminate the Portal Account as per the procedure set out in Section 13.1 below.
13. TERMINATION OF THE AGREEMENT
13.1. If an Investor wishes to terminate their Portal Account, relevant notification should be sent via their respective Portal Account or via the Investor’s personal e-mail connected to the Portal Account to the Portal Administrator e-mail email@example.com. Before termination of the Portal Account at the request of the Investor becomes effective, (i) all obligations to the Portal Administrator and to other Investors arising from the agreements concluded via the Portal must be fulfilled and (ii) no outstanding Investment Applications may have been submitted and (iii) the Investor cannot hold any Claims. Once the Portal Account has been validly terminated, the Portal Administrator transfers the positive balance from the Investor’s Portal Account to the Investor’s bank account within three (3) Business Days, making any applicable deductions in accordance with the Price List.
13.2. In addition to the right of the Portal Administrator to block the Investor’s Portal Account temporarily as described in Sections 10 – 3.12 and 10.4 above, the Portal Administrator is also entitled to block or terminate the Investor’s Portal Account without prior notice in the following situations:
13.2.1. The Investor has breached these the Portal Terms, the Assignment Agreement or the Reassignment Agreement;
13.2.2. The Investor has provided incorrect or misleading information or forged documents;
13.2.3. The Portal Administrator identifies a suspicious transaction involving the Investor or their Portal Account or otherwise suspects involvement in money laundering or terrorist financing in the subjective assessment of the Portal Administrator.
13.3. In case of a termination of the Investor’s Portal Account in accordance with Section 13.2 above, the Portal Administrator is entitled to choose, depending on the circumstances or applicable legal requirements, whether to continue managing the Claims on behalf of the Investor or exercise the right to unilaterally terminate the respective Assignment Agreements or the Reassignment Agreements in accordance with the relevant procedure therein.
13.4. The Portal Administrator may also unilaterally terminate the Portal Account of the Investor for any other reason by sending a notice to the Investor to Investor’s e-mail connected to the Portal Account or via the respective Portal Account at least ten (10) Business Days in advance. From the moment of receiving the notice, the Investor is blocked from concluding new transactions on the Portal or use the Portal Account. However, the Portal Administrator may, at its full discretion, allow the Investor to transfer its Claims on the Secondary Market. The Portal Administrator shall continue the management of any active Claims owned by the relevant Investor at that time.
13.5. In case Section 13.3 or 13.4 applies, once the Portal Account has been validly terminated, no Claims remain and there are no legal restrictions, the Portal Administrator transfers the positive balance from the Investor’s Portal Account to the Investor’s bank account within three (3) Business Days, making any applicable deductions in accordance with the Price List.
14. LIABILITY AND LIMITATIONS
14.1. The Investor is fully responsible for the legality of the transactions the Investor has made on the Portal. Any loss deriving from unauthorised conduct, illicit actions or negligent failure to fulfil their obligations under these Portal Terms or Assignment Agreements is the sole liability of the Investor.
14.2. The Portal Administrator shall only be responsible for any intentional or grossly negligent conduct, in which case the Investor is entitled to reimbursement of any material loss directly deriving from such conduct. The damages paid is restricted to the amount of losses on the Portal Account at the time the losses were incurred and do not include loss of profit.
14.3. The Investor confirms by accepting this Portal Terms that all investment decisions are made by the Investor independently and at Investor´s own responsibility, on the basis of the information that the Investor considers necessary and sufficient for making such a decision.
14.4. The Portal Administrator is not responsible for any loss caused by inaccurate, incomplete or misleading information provided by the Loan Originator or the Borrower. The Portal Administrator relies on the information provided by Loan Originators who are selected co-operations partners of the Portal Administrator. The Loan Originators have confirmed the legality of their conduct, observation of applicable legal requirements and accuracy and completeness of data obtained from each Borrower. The credit score published by the Portal Administrator about the Borrower is based on the judgment of the respective Loan Originator and gives no guarantee to Investors on the actual completion of the Borrower’s obligations.
14.5. If the Investor does not consider the confirmations and assessment of the Loan Originator sufficient, the Investor should not make transactions via the Portal.
14.6. If Investment Applications via the Portal are made by a person who makes investments as a business or professional activity, then such Investor is fully responsible for complying with all statutory requirements applicable to professional investors.
14.7. The Investor is fully responsible for examining the agreement forms prepared by the Portal Administrator for facilitation of the services provided via the Portal. The Investor is fully liable for any legal consequences deriving from the use of Portal’s services.
14.8. Additionally, the Portal Administrator shall not be liable for any loss deriving from:
14.8.1. authenticity and/or accuracy of data and documents submitted by Investors via the Portal;
14.8.2. legal validity of transactions made via the Portal, including for deficiencies in the legal capacity or right of representation of persons involved in transactions;
14.8.3. the Investor selling the Claim with a discount or mark-up;
14.8.4. failure of the Investor to observe the provisions of these Portal Terms, the Assignment Agreement or the Reassignment Agreement;
14.8.5. unauthorised conduct of third parties who have gained access to the Investor’s Portal Account carried out before the Portal Account has been blocked as per Section 7 above;
14.8.6. any interruptions in relation to the use of the Portal Account which are beyond the control of the Portal Administrator;
14.8.7. breach of the Loan Agreement by the Borrower;
14.9. The Portal Administrator is not obliged to pay for any relevant Claim or other payments due to the Investor until such payment has been received from the relevant Loan Originator pursuant to the underlying Loan Agreement.
14.10. The Investors are not entitled to reimbursement for the Claim Price or any part thereof from the Portal Administrator once an Investment Application has been submitted and a consent to enter into an Assignment Agreement has been provided.
14.11. The use of the Investor’s login information provided via the Portal is deemed as sufficient evidence of authorisation to carry out transactions on the Portal.
14.12. The parties to these Portal Terms shall not be liable for breach of obligations caused by force majeure Circumstances considered as force majeure are such which are beyond control of the obliged party (i.e. power failure, failure of communication lines, general fault of computer systems, regulatory enactments adopted by public authorities, strikes, military activity, national or international pandemic, natural disasters) or any circumstances which the parties could not have prevented or predicted. Once the force majeure circumstances have been prevented or no longer apply, the respective party must immediately continue performing their obligations.
14.13. The Portal Administrator is entitled to restrict access to the Portal for the duration of maintenance and repairs of the Portal. The Portal Administrator is not responsible for possible damages caused by the interruption of the Portal’s functionality.
15. PERSONAL DATA PROCESSING
16. PORTAL ADMINISTRATOR’S BANKRUPTCY
16.1. In case bankruptcy of the Portal Administrator has been declared by a court decision, the Portal Accounts of Investors shall immediately be terminated and any positive balances transferred back to Investors. The funds of the Investors which are held on the bank account of the Portal Administrator are not part of the Portal Administrator’s bankruptcy estate. The Portal Administrator holds such funds merely as a mandatary on behalf of the Investors.
16.2. In such occasion, Investors will be provided communication via e-mail about transactions concluded via the Portal.
16.3. Bankruptcy of the Portal Administrator shall not affect the validity of the Assignment Agreements or Reassignment Agreement already concluded on the Portal or the legal relations between the Acquirers and the Borrowers.
16.4. In case of the Portal Administrator’s bankruptcy, due care will be taken by the Portal Administrator that the management of the Claims via the Portal will continue. The Investors will be notified of such change.
17. FINAL PROVISIONS
17.1. Upon registering an account on the Portal and thereby confirming these Portal Terms, the Investor confirms that it/he/she has full legal capacity, authorised to make decisions, acquire Claims and enter into Assignment Agreements and Reassignment Agreements and understands all risks that may apply.
17.2. The Investor confirms and accepts that any transactions concluded via the Portal using the Investor’s Portal Account are deemed to be the actions of the person registered under the respective Portal Account. Therefore, if any third parties have obtained access of Investor’s login details, the Portal Administrator must be immediately notified as per Section 3.8 above.
17.3. The Investor may not attempt to contact the Borrower in respect to the Claim against the Borrower. The Investor understands that the Portal Administrator or the Loan Originator will not disclose information about the Borrower which may enable to identify or locate the Borrower. The Investor undertakes not to use the means of communication or social networks or visit the Borrower. The Investor shall not request any payments from the Borrower without the Portal Administrator’s involvement or make any claims in court or a court of arbitration against the Borrower.
17.4. All transaction executed via the Portal are in euros (EUR).
17.5. All notifications made by the Investors to the Portal Administrator or to other Investors must be done in writing via the Portal or from the e-mail address linked to the Investor’s Portal Account. Any correspondence sent by post shall be deemed received on the fifth (5th) calendar day following the date indicated by the postal service provider. Correspondence sent by e-mail shall be deemed as received within 24 hours from dispatch.
17.6. The parties under these Portal Terms undertake not to disclose any information deriving from these Portal Terms or agreements concluded on the Portal to any third parties, except as set out by the laws of the Republic of Estonia.
17.7. These Portal Terms and the legal relations arising herein are governed by the laws and regulations of the Republic of Estonia.
17.8. Any disputes between the parties under these Portal Terms shall be resolved at the Harju County Court.
17.9. In case of any questions, concerns, recommendations or complaints, please contact the Portal Administrator via firstname.lastname@example.org. Appropriate support or advice can also be obtained from the Estonian Consumer Protection and Technical Regulatory Authority or the European Consumer Centre Network (ECC-Net). ECC-Net is reachable from each European country.