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INVESTLY.CO

WEBSITE TERMS OF USE

1. INTRODUCTION

1.1. Welcome to our website at investly.co (“Website”). Our Website offers an auction platform introducing registered users to each other (“Platform”) and is provided to you by Investly Ltd, a company registered in England and Wales at Companies House (“Investly”, “Platform Operator”, “us”, “we” or “our”). Our registered office is at Unit 310 3 Schwartz Wharf, 92 White Post Lane, London E9 5GW and our registered number is 08966482.

1.2. Please read these general terms and conditions and the other terms and policies referred to in them (“Terms of Use”) carefully - they set out the basis on which you are allowed to use our Website and the auction services we provide through the Platform (“Services”). By registering with us, you acknowledge that you have read and understood these Terms of Use. These Terms of Use apply to our operation of the Website and the Platform and the relationship between you and us.

1.3. In addition to these Terms of Use, your use of particular services available through our Platform and your contract with any counterparty you contract with via the Platform will be subject to specific terms and conditions and policies including General terms and conditions of Invoice Discounting Agreement ( “Invoice Discounting Agreement”) and its Sales Offer and Purchase Offer. You should read carefully the terms which apply to the particular services you are using as these will apply once an agreement is formed between you and other registered user.

1.4. We recommend you save and/or print out a copy of these Terms of Use for your future reference.

2. REGISTERED USERS AND RESPONSIBILITIES

2.1. Only registered users may use the Platform and we have certain conditions which registered users must meet and accept or your registration is at our discretion:

  • (a) Users may register for themselves, or where you have the right to represent a legal entity, on behalf of that legal entity;
  • (b) Users must choose a unique username and password and provide an email address;
  • (c) Users must be at least 18 years old;
  • (d) Users must be either citizens of a European Union Member State or legal entities with registered offices in the European Union. We reserve the right to allow other citizens or legal entities to register but in such cases we may impose additional requirements of registration at our discretion.

2.2. By registering as a User you confirm you have read all these Terms of Use and the documents referred to in them and agree to abide by these Terms of Use. If you are registering on behalf of legal entity, by registering, you confirm that you are authorised to act on the relevant entity’s behalf.

2.3. Each User agrees to pay the Platform the applicable fee or fees which are set out in the Investly Price List available here. The fees payable are those valid and available on the Platform at the time of the relevant action (for example submitting a Sales Offer). These fees include bank charges, credit reference agencies fees, fees for arrears notifications and our service charges. Please check these fees carefully before submitting a Sales Offer or Purchase Offer. We reserve the right to charge interest in the event of a delay in the payment of such fees at the rate of 0.10% of the overdue amount per calendar day. We do not charge this interest on the fess payable on the transfer of the Sales Price (as defined on the Invoice Discounting Agreement).

2.4. You can apply to register as a user and once your application has been approved, we will email you within fourteen days to confirm your registration and your log-in details.

2.5. As a User, you must:

  • (a) not use the Platform for illegal transactions or operations, including fraud, money laundering or terrorism financing;
  • (b) provide only true and up to date information when registering as a User and communicating or contracting with other Users;
  • (c) keep confidential log-in details, usernames, passwords, not transfer or permit anyone else to use such details to access the Platform and inform the Platform Operator immediately if you know or suspect that a third party has gained possession of such details. You remain responsible for all actions and contracts concluded using your User account;
  • (d) immediately inform the Platform Operator if there is a change to any of the User’s details;
  • (e) act politely and respectfully when dealing with other Users or the Platform Operator.

2.6. We have the right to restrict or cancel a User’s access to and use of the Platform and to restrict or cancel live auctions and to refuse to perform our duties or obligations under these Terms of User if it becomes clear or we reasonably suspect that:

  • (a) a User is in breach of these Terms of Use or any of their duties or obligations;
  • (b) a User has given false, misleading and/or inaccurate information nor has neglected to submit important information;
  • (c) a User acts in an indecent manner or in contradiction with the moral standards generally accepted in society or in conflict with public order;
  • (d) a Sales Offer or Purchase Offer conflicts with applicable law or the principles of responsible lending.

3. USER IDENTIFICATION AND APPROVAL OF TRANSACTIONS

3.1. We shall establish the identity of every User and, in the case of legal entities, the identity of their shareholders as part of the registration process and before a User is permitted to make a Sales or Purchase Offer. If, as part of the Invoice Discounting Agreement, we are required to identify the User, we will repeat the same identification process carried out on registration.

3.2. After initial registration as a User, the User shall make a first payment to the User’s Investly Account (which we call a “verification payment”) which allows us to verify the data submitted by the User on application for registration. The bank account, from which that verification payment is made, will be the bank account to which we will take or make payments for that User. If you wish to change your designated bank account, you must give us prior notice to enable us to take a new verification payment and verify your data.

3.3. In order for us to establish your identity as a User (or as a representative for a legal entity User), you must provide us with details or:

  • (a) The account from which you intend to make the verification payment,
  • (b) Your date of birth;
  • (c) Passport details or other official identity document.

3.4. When submitting Sales Offers, Purchase Offers, or confirming Invoice Discounting Agreements, you must be logged-in to the Platform. You will be asked to re-enter your registered password to confirm your identity and, in either case, by ticking a box to accept the applicable terms and conditions at the time you submit the relevant document.

4. USING THE PLATFORM AND HOW IT WORKS

4.1. We operate the Platform which allows you to enter into Invoice Discounting Agreements by following the specific procedure. When you enter into an agreement with another User via the Platform you are not entering into a separate agreement with Investly, but the counterparty to the relevant agreement. You should read carefully the terms of the applicable agreement before going ahead:

  • (a) Sales Offer (if you are offering invoices for discounting)
  • (b) Purchase Offer (if you are willing to purchase invoices)
  • (c) Invoice Discounting Agreement.

4.2. We recommend that you take further advice or guidance before taking any action based on the information contained on or generated by our Website and before making a Sales or Purchase Offer or entering into any Invoice Discounting Agreement.

4.3. Only registered users can use the services provided and you will need to log-in each time you want to use the Website.

4.4. As the Platform Operator, we make the services available via the Platform but we have a limited role to verify certain information prior to you entering into an Invoice Discounting Agreement and to provide certain administrative services (as described in the Invoice Discounting Agreement. We are entitled to a fee for our services in accordance with the applicable Prices List which is available here. By entering into the Invoice Discounting Agreement you confirm your agreement to paying such fees to us in accordance with these Terms of Use but once you enter into an Invoice Discounting Agreement, your contract is with the other registered user, your counterpart, and we are not a party to that Invoice Discounting Agreement.

5. YOUR INVESTLY ACCOUNT

5.1. We maintain individual accounts for each User to facilitate settlements and transactions between us and Users and between Users arising from these Terms of Use (for example, but not limited to, payment of the fee for our Services) or from Invoice Discounting Agreements. We call your individual account your “Investly User Account”.

5.2. Any payments you make as a User pursuant to these Terms of Use or the Invoice Discounting Agreement are held on the current account of the Portal Operator in Santander which we call in these Terms of Use, the “Current Account”. No interest shall be paid to the User by the Portal Operator for money held on the Current Account.

5.3. All money transferred to the Platform by a User on the Basis of these Terms of Use (including any Invoice Discounting Agreement) may only be used by us pursuant to these Terms of Use and to perform our obligations set out in these Terms of Use.

5.4. The money transferred by the User to the Current Account is held by Investly on trust for the relevant User(s).

5.5. All payments made to the Platform by a User are recorded as receipts on the relevant User’s Investly User Account.

5.6. We have the right and obligation to make payment from or to each Investly User Account in order to facilitate the relevant User’s obligations under the applicable Invoice Discounting Agreement entered into with another User. Following the deduction of our fees and agreed expenses, debts payable to other Users under the Invoice Discounting Agreement shall be payable in the manner and order stipulated in the Invoice Discounting Agreement.

5.7. Each User may request that we refund any money held in the Credit Account to the relevant User’s bank account. We will only make payments out to the same bank account a User originally used to make payment to the Current Account (which we match using the Platform’s software) and you will need to provide details of this bank account on registration. User’s bank accounts must be with a credit institution based in a Member State of the European Union or in Switzerland. Payments out at the request of a User will only be made if there is a positive balance in the relevant User’s Investly User Account. A “positive balance” means that there are funds remaining on that account after deducting any amounts which are due to the Portal Operator or other Users. The Portal Operator will execute the respective transfer order within one (1) Working Day (by which we mean a day which is not a Saturday or Sunday or any national or bank holiday in the EU.

6. ACCESS TO THE WEBSITE

6.1. You are responsible for making all arrangements necessary to access this Website. You are also responsible for ensuring that all persons accessing our Website through your internet connection are aware of these Terms of Use.

6.2. You are not permitted to use, or cause others to use, any automated system or software to extract content or data from our Website except in cases where you or any applicable third party has entered into a written agreement with us that expressly permits such activity.

6.3. You acknowledge that we cannot guarantee that our Website will:

  • (a) stay the same as we might change or remove it or make access to it subject to registration or charges;
  • (b) be compatible with all or any hardware or software which you may use;
  • (c) be available all the time or at any specific time;
  • (d) be accurate and up to date; or
  • (e) be error-free or free of viruses, electronic bugs, Trojan horses or other harmful components and you must take your own precautions accordingly.

6.4. You also acknowledge that:

  • (a) we cannot guarantee the speed or security of the Website; and
  • (b) we will not be responsible for any damage or loss you may suffer directly or indirectly as a result of any virus attack that can be traced to our Website to the fullest extent permissible by law.

7. YOUR PRIVACY AND OUR USE OF COOKIES

7.1. The privacy of your personal data is important to us. Please see our Privacy Policy, which forms part of these Terms of Use, for details of how we will process your personal data.

7.2. You must to submit correct and accurate personal and other data. Provision of false or incomplete information is not permitted.

7.3. You must notify use immediately of any changes in your personal data in writing. Failure to notify us of any changes to your personal data constitutes a material breach of these Terms of Use.

7.4. This Website also uses cookies. Please see our Cookie Policy, which forms part of these Terms of Use, for further details.

7.5. By registering as a User you accept these Terms of Use and agree that you will be liable for all damages suffered by the Portal Operator or other Users arising out or in as a result of the submission of false or incomplete information.

7.6. In addition to the use of your personal data as set out in our Privacy Policy, in the event of any payment problems we shall have the right to communicate your personal data, on behalf of the relevant counterparty to your Invoice Discounting agreement, to credit reference agencies. By submitting a Sales or Purchase Offer, you give your consent to this sharing of data. We share the following data with the credit reference agencies: the name and registry of the User, the extent of credit problems, the time of occurrence of credit problems. The credit reference agencies we use are only permitted to share such data with third parties if they have a legitimate interest for processing the personal data and the credit reference agency has identified the legitimate interests, verified the accuracy of the data to be communicated and registered the data transmission.

8. OUR LIABILITY TO YOU

8.1. We are only liable to you in connection with your use of our Website for foreseeable losses which you suffer as a direct result of our breach of these Terms of Use or any obligations which we, as the “Portal Operator” referred to in the Sales Offers, Purchase Offers, or Invoice Discounting Agreements are obliged to perform.

8.2. We shall not be liable for any indirect, special, incidental or consequential damage or loss or for any business losses that you may incur, including but not limited to lost data, lost profits, business interruption, damage to goodwill or for any delay or failure to perform our own obligations due to circumstances beyond our own reasonable control.

8.3. In particular, we shall not be liable for:

  • (a) incorrect or incomplete data given by any User;
  • (b) breach of an Invoice Discounting Agreement or unlawful behaviour by any User;
  • (c) non-fulfilment or improper fulfilment of a User's obligations under the Terms of Use including Sales Offers, Purchase Offers or Invoice Discounting Agreements;
  • (d) the absence of the right of authority of the representative of a legal person User;
  • (e) the validity and legality of any agreement entered into via the Platform.

Users enter transactions in the Platform directly and at their own risk, being a party to the transactions themselves.

8.4. We do not exclude our liability (if any) to you for:

  • (a) personal injury or death resulting from our negligence;
  • (b) our fraud or fraudulent misrepresentation; or
  • (c) any matter for which it would be illegal for us to exclude or to attempt to exclude our liability.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. Our Website, Platform and all information, images, photographs and other content displayed on the Website and Platform (“Material(s)”) are protected by certain rights. These rights may include all patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs and all other intellectual property rights, in each case whether registered or unregistered (“Rights”). These Rights either belong directly to Investly or are licensed to us from their respective owners or licensors.

9.2. You may only view, print out and use the Website for your own personal, non-commercial use. We expressly reserve all Rights in and to the Website and the Materials and your use of the Website and Materials is subject to the following restrictions. You must not:

  • (a) remove any copyright or other proprietary notices contained in the Materials;
  • (b) use any Materials from our Website in any manner that may infringe any of our Rights or the Rights of a third party; or
  • (c) reproduce, modify, display, perform, publish, distribute, disseminate, broadcast, frame, communicate to the public or circulate to any third party or exploit our Website and/or the Materials in any way, including for any commercial purpose, without our prior written consent.

9.3. Any use of the Website or the Materials in a manner not expressly permitted by these Terms of Use may constitute an infringement of our Rights or the Rights of our Licensors. We and our Licensors reserve the right to exercise all rights and remedies available in respect of any infringement of Rights in the Website or the Materials accessible on it.

10. VARIATIONS

10.1. We may from time to time vary these Terms of Use and/or the other terms and policies referred to in these Terms of Use.

10.2. We will inform you of any variations and unless otherwise notified to use, such variations shall become effective four (4) weeks after the published notification.

10.3. If you continue to make use of the Services via the Platform, you are deemed to have accepted such variations. If you do not agree to such variations, you should not use our Website and should give us notice to terminate your User registration.

11. THIRD PARTY WEBSITES

11.1. Our Website may contain links to third party websites. If you decide to visit any third party site, you do so at your own risk. We are not responsible for the content, accuracy or opinions expressed on such websites. Links do not imply that we are, or our Website is, affiliated to or associated with such sites.

11.2. Your browsing and interaction on any other website, including websites which have a link to our Website, is subject to that website’s own rules and policies. Please read those rules and policies before proceeding.

12. TERMINATION OF A USER AGREEMENT

12.1. A user may only terminate their registration and this agreement (formed by acceptance of these Terms of Use) (we call this your “User Agreement”) if all obligations towards other Users and the Portal Operator arising from any agreements concluded via the Platform have been fulfilled, offers made and acceptances given by the User via the Platform have ended and the User’s Investly User Account balance is zero.

12.2. The User Agreement can be terminated by the User at any time be giving at least fourteen (14) days’ written notice to the Portal Operator by email to support@investly.co.

12.3. The Portal Operator may terminate the User Agreement and a User’s access to the Platform at any time, by giving no less than two (2) months’ written notice, if the User violates the terms and conditions of the Terms of Use.

12.4. Following notification of termination of the User Agreement, the Portal Operator may refuse to process any Offers submitted by the User for any Invoice Discounting Agreement and limit the functionality of the Platform and the User’s access to the Platform.

12.5. Withdrawal from the User Agreement shall not automatically cause the Invoice Discounting Agreement entered into by the User to expire. The Portal Operator shall on termination of the User Agreement have the right to give notice to terminate all the Invoice Discounting Agreements entered into by the User, which shall automatically result in the obligation to the re-assignment to the Invoice Seller (defined in the Invoice Discounting Agreement), for a fee, of all the claims arising from the Invoice assigned under the Invoice Discounting Agreements and the underlying contract (the “Repurchase Obligation”) and the Invoice Seller shall immediately have the obligation to pay the Investor for the re-assignment of the respective claims (the “Repurchase Price”), if the Client who is the receiver of the respective invoice has not yet paid the invoice to the Investor(s) who acquired it.

13. INSOLVENCY OF THE PLATFORM OPERATOR

13.1. In the unlikely event that the Platform Operator becomes insolvent:

  • (a) entry into any new Invoice Discounting Agreements will no longer be possible and all active auctions shall be cancelled. Any money held in Investly User Accounts will be returned to the relevant User;
  • (b) each User shall be entitled to all information available from the Platform Operator’s database regarding their contractual relationships entered into via the Platform; and
  • (c) the insolvency or liquidation of the Portal Operator shall not affect the validity of any existing Invoice Discount Agreements in place between Users. In such cases, any payments arising from the Invoice Discounting Agreements shall be made directly to the respective settlement account of the parties to the respective agreements.

14. ENQUIRIES AND COMPLAINTS

14.1. If you have an enquiry or complaint about this Website, you should contact Unit 310, 3 Schwartz Wharf, London, E9 5GW and we will try to answer your enquiry or resolve any complaint as soon as possible.

15. GENERAL PROVISIONS & APPLICABLE LAW

15.1. We reserve all Rights in and to the investly.co domain names and all related domains and sub-domains, the name “Investly”, our logo and our service marks, brand names, trading names and/or trademarks appearing on the Website. Other trademarks, products and company names mentioned on the Website may be the trademarks of their respective owners or licensors and the Rights in such marks are reserved to their respective owners or licensors.

15.2. Nothing in these Terms of Use should be construed as granting any licence or right to use any such trademark or domain name.

15.3. You must not link to our Website or any part of the Platform without our prior written consent.

15.4. You may not assign, sub-license or otherwise transfer any of your rights under these Terms of Use.

15.5. If any provision of these Terms of Use is found to be invalid for any reason, the invalidity of that provision will not affect the remaining provisions of these Terms of Use, which shall remain in full force and effect.

15.6. Failure by either of us to exercise any right or remedy under these Terms of Use does not constitute a waiver of that right or remedy.

15.7. The English Courts will have exclusive jurisdiction over any claim arising from or related to this Website.

15.8. English Law will apply to these Terms of Use and to the contracts and relationships arising through the use of the Platform.




Investly Terms of Use

By registering as a user of the investly.co website you confirm that you have read the terms and conditions of this user agreement (hereinafter the Terms of Use), consent to the Terms of Use and agree to abide by the Terms of Use.

The Terms of Use are applicable to any and all legal relationships among the Users of the www.investly.eu portal and Investly Holding OÜ and among Users themselves.

The Investly domain, portal investly.co and the copyright of the contents thereof belong to Investly Holding OÜ. The User does not have the right to save, copy, change, transfer, forward or disclose the pages of the portal for a purpose other than personal use in the extent that does not exceed the boundaries of the free use of works as stipulated by law.

1. Definitions

1.1. General definitions

Portal Operator – Investly Holding OÜ, registry code 12710066, address Viru 4-3, Tallinn 10140, e-mail support@investly.co;

Investly – an e-service environment located at www.investly.co on the Internet and administered by the Portal Operator, through which the Users can participate in auctions to (a) borrow from or lend to other Users, and (b) finance invoices, i.e. assign to other Users or acquire from other Users claims against third persons for a fee prior to the arrival of the payment term.

Investly Password – a password created upon registering as a User, which is linked to the person of the particular User and the use of which in signing Loan Agreements or Factoring Agreements or making other declarations of intention and granting confirmations in the Investly environment is equivalent to the User’s signature.

User’s Bank Account – a bank account to which a verification payment is made after User registration and which will be designated as the User’s primary bank account to which the User can perform withdrawals from the Investly account when funds are available and all the requirements met.

E-mail – the e-mail address of the User that the User has disclosed upon registration in Investly, via which Users can receive important personal messages when using Investly and through which the Users can send personal messages to the Portal Operator.

Username – the User’s first name and surname, unless a display name has been specified upon registration or in the settings. If specified, the display name shall be shown instead of the User’s full name, if the User is an Investor.

Representative – a legal representative of the Borrower, Invoice Seller or Investor, who has a legal right to represent the specific legal person, including the right to conclude Loan or Factoring Agreements on behalf of the legal person.

Investor – a citizen of the European Union or Switzerland who is at least 18 years of age, a permanent resident of the European Union or Switzerland who is at least 18 years of age, a legal entity entered in the respective register in a Member State of the European Union or Switzerland, or a natural or legal person who has been separately approved by the Portal Operator to use the Investly e-service environment who has (a) submitted a Loan or Purchase Offer through Investly, or (b) concluded Loan Agreement(s) through Investly as a lender or a Factoring Agreement as an acquirer of claims arising from an Invoice and the underlying Contract. The Portal Operator shall verify the conformity of an Investor upon registration as a User.

Professional Investor – an Investor, who has concluded an agreement with the Portal Operator to invest at least 100,000 (one hundred thousand) euros through Investly over a six-month period as loans or to acquire claims arising from Invoices and the underlying Contracts. The status of a Professional Investor shall be reviewed within every six months.

User – a natural or legal person who has registered as a user of Investly at investly.co.

User’s Investly Account – the User’s personalised account that is located in Investly and administered by the Portal Operator, which is used for submitting Loan Applications and Loan Offers or Sales and Purchase Offers, concluding Loan or Factoring Agreements and keeping account of transactions made on the basis of the User Agreement, Loan Agreements and Factoring Agreements via Investly, including upon the payment of loan or purchase amounts and fees by the Investor and the payment thereof to the Borrower or the Invoice Seller, and to and from which the relevant User makes payments.

Auction – a procedure performed with the participation of Users in Investly for concluding a Loan Agreement or Factoring Agreement between the Users, in the course of which Loan Agreements shall be concluded between the Borrower who initiated the relevant Auction or Factoring Agreements between the Invoice Seller who initiated the relevant Auction and the Investor(s) who made the best offer(s) in conformity with the Auction terms and conditions.

Working Day – a calendar day that is not a Saturday, Sunday, national holiday or pubic holiday.

1.2. Loan Agreement definitions

Investly Loan or Loan Agreement – a loan agreement concluded between the Borrower and the Investor(s) as a result of an Auction by the submission of a Loan Application and a successful Loan Offer on the Investly portal.

Loan Application – an offer made in Investly to conclude a Loan Agreement.

Loan Offer – acceptance of a Loan Application in Investly.

Borrower – a legal person registered in a European Union Member State or Switzerland, who has submitted a Loan Application or concluded a Loan Agreement via Investly. The Portal Operator shall verify the conformity of the Borrower upon registration as a User of Investly.

Credit Score – a score calculated in Investly that reflects the credit history of the Borrower.

Surety Loan – an Investly loan secured on a surety.

Secured Loan – an Investly loan secured by a possessory pledge, registered security over movables, pledge of rights, mortgage or commercial pledge.

Business Loan – a Loan Agreement concluded by means of a directed offering pursuant to the special procedure stipulated in the Terms of Use.

1.3. Secondary loan market definitions

Claim – a claim held by the Investor against a Borrower arising from a Loan Agreement.

Buyer – a User who has bought a Claim arising from a Loan Agreement from an Investor, replacing the previous Investor.

Seller – a User who sells the Claim of an Investor arising from a Loan Agreement.

Contract of Purchase and Sale (CPS) – a contract of purchase and sale concluded upon the assignment of a Claim, with which an Investor assigns the Claim arising from a Loan Agreement to the Buyer.

1.4. Invoice financing definitions

Invoice Financing – the assignment, for a fee, of individual Claims arising from the Contract indicated on an Invoice issued for the sale of goods or services to other Users registered with Investly on the basis of a Factoring Agreement prior to the arrival of the payment term of the Invoice.

Invoice – a payment document issued to a Client for the fulfilment of a financial obligation for the sale of an item or the provision of a service on the basis of a Contract by the Invoice Seller in its economic or professional activities, which certifies the existence of the Invoice Seller’s financial claim against the Client.

Contract – a contract for the sale of goods or the provision of services concluded between the Invoice Seller and their Client, on the basis of which the Invoice Seller procures, mediates or sells goods or provides services to the Client, including a confirmed order and/or correspondence in which the Client and the Invoice Seller have achieved an agreement on the material terms and conditions of the sale of goods or the provision of services.

Factoring Agreement – a factoring agreement concluded between the Invoice Seller and the Investor(s) on the Investly portal as a result of an Auction by making an Invoice Sales Offer and a successful Purchase Offer, under which the Invoice Seller assigns, for a fee, the Claims arising from the Contract indicated on the relevant Invoice to the Investor(s) who is/are a counterparty to the factoring agreement.

Sales Offer – an offer made by a User in Investly for the conclusion of a Factoring Agreement.

Purchase Offer – acceptance of a Sales Offer by other Users in Investly.

Invoice Seller – a legal person registered in a European Union Member State or Switzerland, who has made a Sales Offer or concluded a Factoring Agreement via Investly. The Portal Operator verifies the conformity of an Invoice Seller upon registration as a User of Investly.

Invoice Amount – the price of goods and services indicated on the Invoice by the Invoice Seller (inclusive of VAT), which the Client is obligated to pay to the Invoice Seller under the Contract.

Claims – financial claims arising from the Contract indicated on the Invoice, which the Invoice Seller assigns to the Investor(s) for Invoice financing on the terms and conditions specified in the Factoring Agreement.

Client – a receiver of goods or services who is a legal person or natural person indicated on the Invoice, to whom the Invoice Seller delivered goods or provided services and who is obligated to pay the Invoice issued to it by the Invoice Seller under the Contract.

Credit Limit – the maximum financed Invoice Amount determined by the Portal Operator for a particular User, in the extent of which the Invoice Seller may at any time have financed Invoices and assigned Claims across all the Investors. The Credit Limit shows the amount in the extent of which the Invoice Seller can conclude more outstanding Factoring Agreements.

Surety Factoring – a Factoring Agreement for the financing of an Invoice, secured on a surety.

Secured Factoring – a Factoring Agreement for the financing of an Invoice, secured by a possessory pledge, registered security over movables, pledge of rights, mortgage or commercial pledge.

Repurchase Obligation or recourse – the Invoice Seller’s obligation to repurchase the Claims assigned to an Investor pursuant to the terms and conditions stipulated in the Factoring Agreement.

Agreement Fee – a fee payable by the Invoice Seller to Investly for the mediation of the conclusion of a Factoring Agreement via the Investly portal (including for the review and acceptance of the Invoice covering the Claims). The rate of the Agreement Fee is specified in the applicable Price List of the Portal Operator as a percentage of the Invoice Amount, but the minimum Agreement Fee shall be EUR 50. Value added tax is added to the Agreement Fee.

2. General duties and responsibilities of the User

2.1. The User shall:

  • 2.1.1. not use Investly for illegal transactions or operations, incl. fraud, money laundering and terrorism financing;
  • 2.1.2. submit only true information upon subscription to Investly, taking/granting a loan, financing Invoices and upon communicating with other Users of Investly;
  • 2.1.3. protect the tools required for logging in Investly, including the ID card, usernames and passwords in such a manner that third parties do not gain possession thereof;
  • 2.1.4. immediately inform the Portal Operator of changes in their submitted data;
  • 2.1.5. immediately inform the Portal Operator of the fact that third parties have gained possession of the data and tools specified in article 2.1.3. The User is liable for the damage and loss arising from the fact that third parties have gained possession of the data and tools specified in article 2.1.3 and the User is aware of the fact that third parties, misusing the data, may assume legally binding obligations for the User for the fulfillment of which the User is responsible before Investly and third parties;
  • 2.1.6. act politely and respectfully when communicating with other Users or the Portal Operator.

2.2. The Portal Operator shall have the right to restrict or cancel the User’s right to use Investly and restrict or cancel Auctions and refuse to perform its duties or obligations under the User Agreement, Loan Agreement or Factoring Agreement if it becomes evident that:

  • 2.2.1. the User is in a breach of the Terms of Use or the User’s duties or obligations;
  • 2.2.2. the User has given false, misleading and/or inaccurate information or has neglected to submit important information;
  • 2.2.3. the User acts in an indecent manner or in contradiction with the moral standards generally accepted in society or in conflict with public order;
  • 2.2.4. the Loan Application, Loan Offer or Sales or Purchase Offer is in conflict with good manners or the legislation in force, including the principles of responsible lending.

3. Entry into Investly and User Agreement

3.1. Only registered users can enter Investly and the services provided by Investly can only be used by registered Users who, upon registration, have entered into a User Agreement with the Portal Operator on the terms and conditions stipulated in the Terms of Use and thereby undertake to comply with the Terms of Use.

3.2. In order to enter Investly and use the services offered by Investly, the interested person shall first have to register themselves as a User of Investly. All natural and legal persons are able to register themselves as users of Investly (hereinafter Users) provided that they meet all the requirements established for Users and the Portal Operator does not have a good reason to refuse to register the person as a User. The Portal Operator shall inform the interested person of refusal to register the person as a User within 14 calendar days. An interested legal person may only be registered as a User of Investly by a person with the right to represent the legal person who has first registered as a User of Investly as a natural person (hereinafter the Representative). In such case, the registered legal person will be bound to the relevant natural person’s Investly account.

3.3. Upon registration as a User of Investly, every natural person shall choose a unique username and password. Every legal person shall upon registration as a user of Investly choose a unique username.

3.4. In order to enter Investly, a natural person User shall enter their e-mail address and password. Legal person Users can enter Investly through the natural person Representative who has been registered as an Investly User, using the Representative’s e-mail address and password. If the representative changes or a new representative is added, the new representative can, if an inquiry made by the Portal Operator confirms their legal right of representation, bind the respective legal person User to their personal Investly Account. If the right of representation of the previous Representative has expired, the new representative shall immediately notify the Portal Operator thereof, so that the Portal Operator can terminate the access of the previous Representative to the account of the respective legal person User.

3.5. Each natural and legal person shall upon registration as a User provide their contact e-mail to the Portal Operator (hereinafter E-mail). Messages sent to the address notified to the Portal Operator shall be considered as received by the User after 24 hours have passed from sending.

4. Taking and granting Loans

4.1. Loan Amount

  • 4.1.1. The minimum and maximum amount of loan of the Loan Agreement to be entered into on the Auction and the purpose of using the loan shall be determined by the Borrower when initiating the Auction, by submitting a Loan Application.
  • 4.1.2. Investly Loans shall be granted and taken in euros.
  • 4.1.3. Together with the Loan Application, the Borrower shall submit to the Portal Operator its bank account statements for the last six (6) months (i.e. preceding the submission of the Loan Application) in all the credit institutions where the Borrower holds an account to certify the accuracy of the information presented in the Loan Application. The bank statements shall not be disclosed on the Investly portal and the Portal Operator shall only use it for verifying the accuracy of the presented information.
  • 4.1.4. On the basis of the information supplied by the Borrower, the Portal Operator shall determine the maximum balance of the outstanding principal amounts under all the Loan Agreements concluded by the particular Borrower via Investly and the Borrower’s maximum credit limit (Credit Score). If the maximum credit limit determined by the Portal Operator is smaller than the minimum or maximum loan amount specified by the Borrower in the Loan Application, the Borrower shall have to lower the rate of the minimum and maximum loan amount applied for so that the maximum loan amount does not exceed the credit limit determined by the Portal Operator. The credit scoring process is mandatory before the start of each Auction.

4.2. Interest

  • 4.2.1. The Borrower shall determine the Maximum Interest of a Loan Agreement (the fee for using the loan amount) upon initiating the Auction, by submitting a Loan Application.
  • 4.2.2. As a result of the Loan Offers made by Investors in the Auction, the interest may fall in the course of the Auction below the Maximum Interest set by the Borrower upon initiating the Auction.
  • 4.2.3. The interest shall be specified with the accuracy of one decimal point both by the Borrower in the Loan Application upon initiating an Auction and by the Investors upon making Loan Offers in the Auction.

4.3. Loan term

The length of the loan term shall be determined by the Borrower in the Loan Application upon initiating an Auction.

4.4. Applying for loans and making Loan Offers

  • 4.4.1. It is only possible to enter into Loan Agreements by way of Auctions via Investly.
  • 4.4.2. The Borrower shall determine the Maximum and Minimum Loan Amount, the Maximum Interest, the Borrower’s desired loan period and the duration of the Auction in the Loan Application upon initiating the Auction.
  • 4.4.3. The Maximum Loan Amount is the maximum amount in the extent of which the Borrower agrees to enter into Loan Agreements within the framework of one Auction (the Maximum Loan Amount). The Minimum Loan Amount is the minimum amount in extent of which the Borrower wishes to enter into Loan Agreements within the framework of one Auction (the Minimum Loan Amount). The Minimum Loan Amount determined by the Borrower may therefore not be higher than the Maximum Loan Amount determined by the Borrower for the respective Auction.
  • 4.4.4. If Investors do not make offers within the framework of an Auction at least in the extent of the Minimum Loan Amount, the Auction shall be deemed failed and no Loan Agreements shall be entered into as a result of that Auction.
  • 4.4.5. A Loan Application shall be deemed as a binding offer for all Users (the Offer). After the digital signing or confirmation of the Loan Application with the Investly password by the Borrower, the Portal Operator shall verify the conformity of the information presented in the Loan Application with the requirements established in the User Agreement. After the verification, the Portal Operator shall launch an Investly Auction which will last until the time determined by the Borrower upon submitting the Loan Application (the Auction Duration).
  • 4.4.6. In the course of the Auction, the Investly Portal Operator shall not disclose the Representative’s personal identification code and exact address nor the Borrower’s bank statement and the personalised data of the Borrowers creditors.
  • 4.4.7. In the course of the Auction, the Investly Portal Operator shall disclose to all the Users the information which the Borrower has disclosed about itself, with the exclusion of the information listed in section 4.4.6. In addition, the Investors shall have possibility to submit questions to the Borrower that along with the answers shall be visible to all the Users.
  • 4.4.8. In the course of the Auction, every User shall be able to view the submitted Loan Offers in real-time, including separately highlighted offers that would be the successful offers if the Auction were to end at the respective moment.
  • 4.4.9. In the course of the Auction, Investors shall be able to make Loan Offers by determining the principal amount of the offered loan and the offered interest. The interest offered by the Investor shall be lower than or equal to the maximum interest determined by the Borrower for the respective Auction. The principal amount of loan offered by the Investor shall be at least five (5) euros or a multiple of five (5) euros. The principal amount of loan offered by the Investor may not exceed the Maximum Loan Amount determined by the Borrower for the respective Auction.
  • 4.4.10. An Investor may only make a Loan Offer in the extent of unreserved funds on their Investly account.
  • 4.4.11. Making a Loan Offer in an Auction shall be deemed acceptance of the respective Loan Application (the Acceptance) on the condition that the given Loan Offer proves to be the winning offer of the Auction, considering the methods for determining the Auction results stipulated in section 8 of the User Agreement and the loan amount and interest determined as a result thereof. The Loan Offer shall be made in Investly within the framework of the respective Auction by a User confirming the Loan Offer with the Investly password which is equivalent to the User’s signature. The Loan Offer, confirmed with the Investly password or signed, shall remain valid and binding for the User who made the Loan Offer until the end of the respective Auction after all the Loan Agreements have been concluded or when, according to the methods for determining the Auction results as stipulated in section 8 of the User Agreement, better binding Loan Offers have been made than the respective User’s Loan Offer at least in the extent of the Maximum Loan Amount established for that Auction by the Borrower.
  • 4.4.12. In order to make a Loan Offer, the User making the offer shall need to have unreserved funds in the extent of the principal amount on their Investly account. Upon a Loan Offer being made, the offered amount shall be reserved on the Investly account of the User who confirmed the offer with their Investly password.
  • 4.4.13. The User shall not be able to use the reserved amount to make new Loan Offers or transfer it from their Investly account, except to the Investly account of the Borrower upon entry into a Loan Agreement on the basis of the respective Loan Offer. The reservation shall expire if the Auction ends without entry into a Loan Agreement with the Investor who made the respective Loan Offer. Upon the expiry of a reservation, the User shall again be able to freely dispose of the respective amount on their Investly account pursuant to these Terms of Use, including to use the amount to make new Loan Offers in the Investly e-service environment or to submit a request to the Portal Operator to transfer the available funds on the Investly account back to the User’s Bank Account.
  • 4.4.14. Users may not alter or withdraw their submitted Loan Offers during the Auction. A User’s Loan Offer shall be binding for the Investor from the moment they have confirmed it with the Investly password.
  • 4.4.15. A Loan Offer shall remain valid and binding for the User who made the Loan Offer until the end of the respective Auction after all the Loan Agreements have been concluded or when, according to the methods for determining the Auction results as stipulated in section 4.7 of the User Agreement, better binding Loan Offers have been made than the respective User’s Loan Offer at least in the extent of the Maximum Loan Amount established for that Auction by the Borrower.

4.5. Special provisions for Surety Loans

  • 4.5.1. It shall be possible to enter into a Loan Agreement on the surety of another User.
  • 4.5.2. The User acting as surety shall sign the contract of suretyship before the end of the Auction at the latest. The contract of suretyship may be signed digitally or in handwriting. In case of signing in handwriting, the contract of suretyship shall be sent to the Portal Operator’s postal address Viru 4-3, Tallinn 10140, Estonia.
  • 4.5.3. The User acting as surety shall ensure the identification of their person before the end of the Auction at the latest.
  • 4.5.4. In the event that the User acting as surety has not submitted a signed contract of suretyship to the Portal Operator or has not facilitated the identification of their person by the end of the Auction at the latest, the Auction shall be deemed as failed.

4.6. Special provisions for Secured Loans

  • 4.6.1. It shall be possible to enter into a Loan Agreement secured by a possessory pledge, registered security over movables, pledge of rights, mortgage or commercial pledge.
  • 4.6.2. Before the end of the Auction at the latest, the User acting as surety or the Borrower shall establish a security in favour of the Portal Operator to secure the claims arising from the Loan Agreement(s) to be signed between the Borrower and the Investor(s).
  • 4.6.3. The costs related to establishing the security (incl. notary fees) shall be covered by the Borrower.
  • 4.6.4. In the event that the User acting as surety or the Borrower has not established the security by the end of the Auction at the latest, the Auction shall be deemed as failed.

4.7. Entry into Loan Agreements

  • 4.7.1. In order to submit a Loan Offer, it is required that the Borrower, the Borrower’s Representative, the Investor and the Investor’s Representative (legal representatives), as well as the shareholders of the Borrower and the legal person Investor have been identified. The Borrower and the Investor shall submit the respective data together with the Loan Application and Loan Offer and the Portal Operator shall establish the identity of the respective persons on the basis of the submitted data.
  • 4.7.2. The Loan Agreement shall be deemed automatically entered into as of the end of the Auction between the Users who presented the respective declarations of intention (offers and acceptances) on the basis of the Loan Application and the Loan Offers that won the Auction.
  • 4.7.3. Investly shall register all the Loan Offers made in the Auction in chronological order. The time in the Investly system shall thereat be decisive.
  • 4.7.4. Upon determining the results of an Auction, the Loan Offer whose offered minimum interest is lower than the interest of other offers shall be deemed better than others and the Loan Offers shall be ranked accordingly on the basis of the interest. In the event that the interest of two or more Loan Offers is equal, the offers shall be ranked on the basis of the time of making the offers, giving an advantage to Loan Offers that have been made earlier. A Loan Offer or Loan Offers shall be deemed as successful, if the principal amount thereof at least partly fits into the Maximum Loan Amount upon adding up the principal amounts offered in the Loan Offers ranked in such a manner. The Users who have made the respective Loan Offers shall be deemed as successful Investors.
  • 4.7.5. The Loan Agreement shall be deemed as entered into on the basis of the Loan Application and the Loan Offers ranked on the basis of the offered interest (and chronologically, if necessary) as described in section 4.7.4 so that a Loan Agreement shall be first entered into with the Investor who made the best Loan Offer and thereafter with the Investor who made the second best Loan Offer. The total of principal loan amounts of the Loan Agreements entered into on the basis of one Loan Application shall thereat be at least equal to the Minimum Loan Amount and shall not be higher than the Maximum Loan Amount. If the entry into a Loan Agreement in full extent (i.e. in the full extent of the loan amounts offered in the respective Loan Offers) on the basis of one Loan Application would cause the total of the principal loan amounts of all the Loan Agreements to exceed the Maximum Loan Amount, the Loan Agreement with the Investor who made the last Loan Offer that fits into the Maximum Loan Amount shall only be entered into in the extent of a part of the principal loan amount of the respective Loan Offer so that the total of the principal loan amounts of all the Loan Agreements entered into on the basis of one Loan Application is equal to the Maximum Loan Amount.
  • 4.7.6. In the event that more than one Loan Offer wins the Auction and the interest offered in the respective Loan Offers is different, the Loan Agreements shall be entered into with the same interest as the highest interest offered in the winning Loan Offers (i.e. the interest of all the winning Loan Offers shall be raised to the same level as the highest interest offered among the winning Loan Offers).
  • 4.7.7. In the event that the total of the principal loan amounts of the Loan Offers made by the end of an Auction is lower than the Minimum Loan Amount, the Auction shall be deemed as failed, the Loan Application and the Loan Offers as terminated and no Loan Agreements shall be entered into on the basis of the Loan Application.
  • 4.7.8. A Loan Agreement shall be legally binding and it shall be deemed entered into between the Borrower and the Investor(s) who made the winning Loan Offer(s) automatically as of the end of the respective Auction.
  • 4.7.9. At the end of the Auction, the Portal Operator shall notify all the Users who participated in the Auction of the result of the Auction, indicating the winning Users of the Auction and the offers between whom and on the basis of which the Loan Agreements were entered into. The Portal Operator shall thereat only disclose to other Users the usernames of the winning Investors and the principal amounts and interest of the offered loan.
  • 4.7.10. The Portal Operator shall transfer the funds reserved on the basis of the respective Loan Offers on the Investly accounts of the Investors who won the Auction to the Investly account of the Borrower within two (2) hours after the end of the Auction. The Investors shall provide the Portal with the authorisation by making a Loan Offer. The Portal Operator shall have no other obligations in relation to performance of the Loan Agreements.
  • 4.7.11. At the end of the Auction, the Portal Operator shall via Investly immediately make the digitally signed Loan Application of the Borrower available to every Investor who won the Auction, and the Loan Offers confirmed by the winning Investors with the Investly password available to the Borrower.
  • 4.7.12. At the same time, the Portal Operator shall via Investly make available to the Borrower the confirmation of the official results of the Auction with regard to every offer that won the Auction in written reproducible format, indicating the name of the Borrower and its Representative, the name(s) of the Investor(s), the time and/or code of the registration of the respective Loan Offer(s), the offered principal loan amounts, the offered interest, the date of entry into and the term of the Loan Agreement(s) entered into, the principal amount(s) and interest of the Loan Agreements entered into and the loan repayment schedule (the Schedule) for both the principal amount and the interest. The said data shall form an integral part of the Loan Agreement(s) and binding for both the Borrower and the Investor.
  • 4.7.13. The Portal Operator shall simultaneously make available to every Investor who won the Auction the confirmation of the official results of the Auction with regard to their winning Loan Offer in written reproducible format, indicating the name of the Borrower and its Representative, the time and/or code of the registration of the winning Loan Offer, the username of the winning Investor(s), the offered principal amounts and interest, the date of entry into and the term of the Loan Agreement, the final interest of the Loan Agreement(s) entered into, the loan repayment schedule (the Schedule) for both the principal amount and the interest, and the part of the principal amount of the Loan Offer of the particular winning Investor, for which the respective Loan Agreement was entered into with that Investor.

4.8. Loan repayment

  • 4.8.1. The principal loan amount with interest shall be repaid by the Borrower to the Investor pursuant to the terms and conditions of the Loan Agreement. The interest shall be calculated on the outstanding balance of the principal loan amount as of the date of payment of the principal loan amount from the Investor’s Investly account to the Borrower’s Investly account.
  • 4.8.2. The income earned from lending on Investly shall be declared and taxed pursuant to the legislation of the country of residence or location of the Investor.

4.9. Conduct in case of payment problems

  • 4.9.1. The Portal Operator shall retain the right to send notices to the Borrower regarding the arrears, using all the contact details disclosed by the Borrower to the Portal Operator.
  • 4.9.2. In the event that a Borrower has entered into more than one Loan Agreement via Investly and the funds that the Borrower has transferred to the Investly account for loan repayment are not sufficient for satisfying all the collectable claims of the Investors, the claims for the collectible interest related to the loans granted by the Investors shall be satisfied first, and thereafter the claims for collectible fees, costs and fines for delay, dividing the available funds between the Investors proportionally according to the ratio of the collectible interest related to the Loan Agreement entered into with every Investor and thereafter the ratio of the fees, costs and fines for delay to the total amount of all the respective collectible obligations assumed by the Borrower before all the Investors under all the Loan Agreements. Thereafter the claims for the collectible principal repayments of the loans granted by the Investors shall be satisfied, dividing the amount proportionately between the Investors according to the ratio of the collectible principal payments of the loan related to the Loan Agreement entered into with every Investor to the total amount of the collectible principal payments of the loans assumed under all the Loan Agreements.
  • 4.9.3. The Portal Operator shall not be liable for the non-performance or improper performance of the obligations of any Investly User, including the delay in payment of a Borrower or an Investor and any damage caused thereby.

5. Assignment of Claims arising from Loan Agreements

5.1. Users shall have the right to assign the claims arising from their Loan Agreements to other Users.

5.2. The assignment of Claims shall take place through the Investly environment.

5.3. In order to assign the Claims, the Investor shall mark in the Investly environment the Loan Agreements the Claims arising from which the Investor wishes to assign.

5.4. The Investor shall have the right to assign Claims at discount or mark-up. Discount and mark-up shall be calculated on the balance of the principal loan amount. Upon offering Claims for assignment, the Investor shall, when required, note the discount or mark-up rate for the Loan Agreements chosen for assignment.

5.5. The Claim assignment price shall be the balance of the principal amount of the Loan Agreement to be assigned along with the discount or mark-up.

5.6. Offering a Claim for assignment shall be deemed to constitute a binding offer (hereinafter Offer) to all Users. The Offer shall be deemed to have been made when the Investor has verified the Claims to be assigned and signed the Offer. The Claims offered for assignment shall become visible to all the identified Users of Investly and all the identified Users of Investly shall be able to purchase the Claims offered for assignment at the price established by the Investor.

5.7. Upon Claims being offered for assignment, Investly may disclose to all the Users the data disclosed by the Borrowers themselves previously at the Auction initiated upon the submission of the Loan Application, except for the data specified in section 4.4.6 which were not disclosed in the Auction either.

5.8. The Users shall only be able to purchase the Claims offered for assignment in the extent of the unreserved amount on their Investly account. Users shall not be able to purchase a Claim if the price of the Claim exceeds the unreserved amount on their Investly account. Upon the Buyer confirming acceptance of entry into a contract of purchase and sale of the assigned Claim on the Claim assignment terms and conditions established by the Seller, the Portal Operator shall reserve the amount corresponding to the price of the contract of purchase and sale of the Claim (the Claim Assignment Price) on the Buyer’s Investly account. The Buyer grants the Portal Operator consent and authorisation for that by giving the Buyer’s acceptance confirmed with the Investly password, i.e. signed acceptance, to the Claim assignment Offer.

5.9. In order to enter into a contract of purchase and sale of the assigned Claim, the Buyer shall present an acceptance confirmed with the Investly password, i.e. signed acceptance, to the Investor’s Offer pursuant to the terms and conditions established therein for the assignment of the Claim. By giving the acceptance, the transaction of purchase and sale of the Claim shall be deemed automatically concluded and the Claim assigned. By giving the acceptance, the Buyer grants the Portal Operator the authorisation and consent to debit the amount corresponding to the price of the contract of purchase and sale of the Claim (the Claim Assignment Price) reserved by the Portal Operator on the Buyer’s Investly account and to transfer the respective amount to the Investly account of the Investor (Seller) within two (2) hours after the entry into the contract of purchase and sale for the assignment of the Claim. The Buyer’s obligation to pay the purchase price shall thereby be deemed as fulfilled before the Seller.

5.10. Upon the assignment of a Claim, the rights of the previous Investor to payable interest and fines for delay, including debts related to interest and fines for delay, shall also be transferred to the Buyer. Following the assignment of a Claim, all the payments made by the Borrower shall be transferred directly to the Buyer’s Investly account.

5.11. Following the assignment of a Claim, Investly shall automatically send a notice to the Borrower concerning the assignment of the Claim.

6. Entry into Factoring Agreements

6.1. Using Investly for entry into Factoring Agreements

  • 6.1.1. The Sales Price of an Invoice shall be issued in euros, and upon the application of the Repurchase Obligation, the Repurchase Price shall also be paid in euros.
  • 6.1.2. The Invoice Seller shall pay for the services provided by the Portal Operator in accordance with the applicable Price List.
  • 6.1.3. Neither the Investor nor the Portal Operator shall be liable for any disputes related to the Claims or the costs related thereto, as well as for any deficiencies or breaches related to the delivery of goods or provision of services. The Invoice Seller shall be liable with regard to any disagreements arising from an Agreement.
  • 6.1.4. Neither the Investor nor the Portal Operator shall be liable if the Invoice Seller suffers damage due to the fact that the Investor does nor acquire the Claims and does not pay the Sales Prices for them (failure of the Auction).

6.2. Responsibilities and liability of Portal Operator

  • 6.2.1. Via the Investly portal, the Portal Operator shall make available to all the Users the information of the Invoice Seller concerning the number and amount of the financed Invoices, the Credit Limit and the balance, and other important information.
  • 6.2.2. The Portal Operator shall not carry out a legal analysis of the Invoices and other documents submitted by the Invoice Seller and shall not be liable for consequences arising therefrom. The Invoice Seller shall be responsible for the settlement of disagreements arising from the Invoice and the Agreement.
  • 6.2.3. The Portal Operator shall in no case be responsible for the correctness of the information submitted by the Users.
  • 6.2.4. The Portal Operator shall have the right but not the obligation to verify the correctness of the Invoice and the existence of the Claims and analyse the financial statements at the expense of the Invoice Seller.

6.3. Determination and use of Credit Limit for financing Invoices

  • 6.3.1. On the basis of the data submitted by the Invoice Seller, the Portal Operator shall determine the maximum total of the Invoice amounts unpaid under all the Factoring Agreements which the Invoice Seller has entered into and which include the right to re-assign the Invoice (the Credit Limit). If the balance of the Credit Limit established for the Invoice Seller by the Portal Operator is lower than the Invoice amount determined by the Invoice Seller in the Sales Offer, the Invoice Seller shall refrain from financing the respective Invoice until the Credit Limit again becomes available on account of fulfilled Factoring Agreements in the extent of the Invoice (i.e. the balance of the Credit Limit again increases at least in the extent of the Invoice). The verification of the Credit Limit balance of the Invoice Seller is mandatory before the beginning of every Auction.
  • 6.3.2. The Credit Limit shall be open for the Invoice Seller to use until the date established by the Portal Operator or until the moment when the Portal Operator give notice of closing the Credit Limit. The Portal Operator shall periodically review the terms and conditions of use of the Credit Limit and the Portal Operator shall have the right to reduce or close the Credit Limit at any time or to refuse from further offering the financing of the Invoices submitted by the Invoice Seller via the Investly portal. The Portal Operator shall notify the Invoice Seller of the reduction or closure of the Credit Limit.

6.4. Invoice

  • 6.4.1. Via Investly, Sales Offers may only be made for Invoices which have been issued in euros by the Invoice Seller.
  • 6.4.2. The Invoices financed by the Invoice Seller and the Claims assigned via the Investly portal must not be subject to claim assignment restriction, and the Client must not have set-off claims against the Invoice Seller, the term of which has arrived or has not been established or has been established as the moment of the submission of the Sales Offer.
  • 6.4.3. The Invoice shall be correctly entered in the Investly portal by the Invoice Seller and a copy of the Invoice shall be uploaded.
  • 6.4.4. The Invoice amount shall be at least five hundred (500) euros (the Minimum Invoice Amount) and the Invoice term shall not be longer than one hundred and eighty (180) days as of the issue of the Invoice (the Maximum Payment Term).
  • 6.4.5. The Invoice shall be in conformity with the requirements established by applicable legal acts and contain the following details:
    • 6.4.5.1. a reference to the Contract (order);
    • 6.4.5.2. the date of issue of the Invoice;
    • 6.4.5.3. the payment term and due date of the Invoice;
    • 6.4.5.4. the currency of the Invoice;
    • 6.4.5.5. the delivery terms and the place of delivery of goods or provision of services.
  • 6.4.6. The Invoice shall be presented in written reproducible format, the Invoice must not have deleted, crossed out or added handwritten information (except for the signature of the issuer of the Invoice and, if necessary, the signature of the receiver of the goods or services authorised by the Client), incl. the Invoice must not have any handwritten corrections concerning the quantity and price of the goods the date of issue, the payment term and the due date of the Invoice, the currency, the description of the goods, the delivery terms etc.
  • 6.4.7. The issue of the Invoice and the submission of the Invoice for financing via Investly before the delivery of the goods, the fulfilment of the delivery terms or the actual provision of the services shall not be allowed, except upon prior agreement with the Portal Operator.
  • 6.4.8. The Client who is the receiver of the Invoice must not have delayed in the payment of previous invoices by more than 30 (thirty) calendar days within the last 12 (twelve) months.
  • 6.4.9. In addition to the non-fulfilment of the requirements specified in this section, the Investor and/or the Portal Operator shall have the right to refuse from the financing of an Invoice and the acquisition of Claims in the following cases, inter alia:
    • 6.4.9.1. the payment term indicated on the Invoices exceeds the Maximum Payment Term;
    • 6.4.9.2. the due date indicated on the Invoice is 14 (fourteen) or fewer calendar days away as at the moment of the submission of the Invoice to the Investly portal by the Invoice Seller;
    • 6.4.9.3. the Invoice has been issued on the basis of instalments or with a payment schedule;
    • 6.4.9.4. the Client or the Invoice Seller has notified the Investor or the Portal Operator of the amendment and/or termination of the Contract;
    • 6.4.9.5. the Invoice Seller or the Client do not or have not fulfilled the obligations assumed under the Contract;
    • 6.4.9.6. bankruptcy proceedings have been initiated against the Invoice Seller or the Client;
    • 6.4.9.7. a competent representative body of the Invoice Seller or the Client has adopted a decision to discontinue the activities of the company;
    • 6.4.9.8. the Invoice Seller or the Client is merged, divided or restructured;
    • 6.4.9.9. the Invoice Seller or the Client has a tax debt to the state;
    • 6.4.9.10. according to data obtained from Krediidiinfo AS or any other reliable source, the Invoice Seller or the Client has failed to fulfil obligations arising from credit or security contracts towards credit or financing institutions;
    • 6.4.9.11. the management board, executive management or circle of owners of the Invoice Seller and the Client includes the same persons or close relatives of the aforesaid persons;
    • 6.4.9.12. the Invoice Seller and the Client may be construed as a parent company, subsidiary or associated company or the Invoice Seller has common interest with the Client due to a significant holding in the latter;
    • 6.4.9.13. the Invoice Seller does not have enough free Credit Limit;
    • 6.4.9.14. the Portal Operator has learnt of circumstances which give rise to the Portal Operator’s justified doubts about the possibility of fulfilment of the obligations arising from the Contract indicated on the Invoice, including the adherence to the payment discipline by the Invoice Seller or the Client;
    • 6.4.9.15. the Invoice amount is smaller than the Minimum Invoice Amount;
    • 6.4.9.16. the Invoice Seller fails to submit documents certifying the delivery of goods or the provision of services or other documents related to the Claim upon the request of the Portal Operator.

6.5. Invoice sales price and interest

  • 6.5.1.The maximum interest of the Factoring Agreement to be entered into in the Auction, i.e. the fee for financing the Invoice and using the funds (the Maximum Interest) shall be established by the Invoice Seller upon initiating the Auction by making a Sales Offer.
  • 6.5.2.The Maximum Interest is the maximum annual interest established by the Portal Operator in the course of Invoice Acceptance and confirmed by the Invoice Seller, which the Invoice Seller agrees to offer the Investor(s) for financing the Invoice, and the Invoice Seller shall assign the Claims arising from the Contract indicated on the Invoice at a lower sales price (the Minimum Sales Price) in the maximum extent of the respective interest.
  • 6.5.3.The Minimum Sales Price is the minimum price established by the Portal Operator and confirmed by the Invoice Seller, below which the Invoice Seller shall not assign the Claims arising from the Contract indicated on the Invoice. The Minimum Sales Price is determined upon the calculation of the Maximum Interest for the maximum period of financing the Invoice (the Maximum Invoice Financing Period) on the basis of the following formula:
    Minimum Sales Price = Invoice amount – Contract fee, incl. VAT – [(Invoice amount – Contract fee, incl. VAT) * (Maximum Interest/365 * Maximum Invoice Financing Period)].
  • 6.5.4. The Maximum Invoice Financing Period shall be the number of days from the end of the Auction until the Repurchase date.
  • 6.5.5. As a result of the Purchase Offers made by the Investors in an Auction, the final interest for Invoice financing may decrease in the course of the Auction and fall below the Maximum Interest established by the Invoice Seller upon initiating the Auction and thus the final fee for the assignment of Claims (the Sales Price) may rise in the course of the Auction above the Minimum Sales Price on the basis of the final interest determined in the course of the Auction (the Interest).
  • 6.5.6. The Interest is the annual interest determined in the course of the Auction, for which the Investor(s) finance the Invoice and which determines the final fee for the assignment of the Claims (the Sales Price) for which the Investor(s) acquire the Claims arising from the Contract indicated on the Invoice from the Invoice Seller.
  • 6.5.7. Upon financing an Invoice, interest shall not be charged on the Contract fee payable to Investly by the Invoice Seller (see the formula in section 6.5.3).
  • 6.5.8. The Sales Price is the price determined in the course of the Auction, for which the Invoice Seller assigns the Claims arising from the Contract indicated on the Invoice to the Investor(s) who made the winning offer(s).
  • 6.5.9. The Interest shall be presented with the accuracy of one decimal point both by the Invoice Seller in the Sales Offer upon initiating the Auction and by the Investors upon making Purchase Offers in the Auction.

6.6. Terms and conditions of making Sales Offers

  • 6.6.1. A precondition to financing an Invoice via the Investly portal is the submission of at least the following documents and data:
    • 6.6.1.1. the Invoice to be financed;
    • 6.6.1.2. the Client’s confirmation of the Invoice concerning the correctness and acceptance thereof for payment (confirmation by e-mail is acceptable);
    • 6.6.1.3. the Client’s functioning e-mail address.
  • 6.6.2. An Invoice Seller can only make a Sales Offer for Invoices which have been issued to a Client who has been previously entered in the list of clients approved by the Portal Operator (the List of Clients).
  • 6.6.3. The List of Clients is a list of legal or natural persons previously approved by the Portal Operator, with regard to the Invoices issued to whom an Invoice Seller can enter into Factoring Agreements via the Investly portal.
  • 6.6.4. If an Invoice Seller wishes to finance an Invoice issued to a person not entered in the List of Clients, the Invoice Seller shall, before making a Sales Offer, submit to the Portal Operator via the Investly portal an application for the entry of the respective Client in the List of Clients together with the Client’s details (incl. business name/name, registry code/personal identification code, location/place of residence, e-mail address) and documents certifying previous cooperation (e.g. a framework contract, previous contracts, orders etc.). The Portal Operator shall notify the Invoice Seller of the entry of the Client to the List of Clients or refusal therefrom within three (3) Working Days from the receipt of the application.
  • 6.6.5. Before the Invoice Seller making a Sales Offer to other Users of Investly for an Invoice entered in the Investly portal and before the Portal Operator allowing the Sales Offer to Auction, the Sales Offer shall be first accepted by the Portal Operator (Acceptance).
  • 6.6.6. Acceptance is the Portal Operator’s confirmation that the Invoice is in accordance with the Factoring Agreement. In the course Acceptance, the Portal Operator shall also establish the Maximum Interest and the Minimum Sales Price for the respective Invoice. The Portal Operator may also alter the end date of the Auction in the course of Acceptance.
  • 6.6.7. Before making a Sales Offer the Invoice Seller shall via the Investly portal first submit an application (the Application) confirmed with the Investly password to the Portal Operator for the Acceptance of the Invoice, submitting the documents and data specified in section 6.6.1 of the Investly Terms of Use and previously establishing the following important terms and conditions for making the Sales Offer:
    • 6.6.7.1. the amount and number of the Invoice;
    • 6.6.7.2. the name of the Client (i.e. the receiver of the Invoice);
    • 6.6.7.3. the end date of the Auction;
    • 6.6.7.4. the due date and the issue date of the Invoice;
    • 6.6.7.5. the due date of Automatic Repurchase.
  • 6.6.8. If the Client’s written confirmation of the correctness and acceptance for payment of the Invoice has not been annexed to the Application submitted by the Invoice Seller, the Portal Operator shall have the right to contact the Client and obtain the respective confirmation from the Client by telephone or e-mail or in digitally signed format.
  • 6.6.9. If the Portal Operator determines that the Invoice or the documents annexed thereto do not meet the terms and conditions established in section 6.4 or 6.6 of the Terms of Use, the Portal Operator shall not give Acceptance to the Invoice. In the case of refusal to give Acceptance, it shall not be possible for the Invoice Seller to finance the respective Invoice via an Auction or make a Sales Offer on the Investly portal. Upon refusing to give Acceptance to an Invoice the Portal Operator shall give notice thereof to the Invoice Seller. Upon the Invoice Seller’s inquiry, Investly shall provide information concerning the Invoice deficiencies due to which the Invoice did not receive Acceptance.
  • 6.6.10. By submitting an Application for the Acceptance of an Invoice, the Invoice Seller agrees that the Portal Operator may perform a verification of the Invoice and the Claims at the expense of the Invoice Seller, including to contact the Client in any manner in order to verify the existence of the Invoice to be financed, the receipt of the Invoice by the Client and the acceptance of payment, and whether services have been rendered or goods sold pursuant to the Invoice, as well as to carry out an analysis of financial statements and request documents and data necessary for performing the verification from the Invoice Seller.

6.7. Making Sales Offers

  • 6.7.1. Factoring Agreements can only be entered into as a result of Auctions via Investly.
  • 6.7.2. A Sales Offer shall be made in written format and must contain a copy of the Invoice, the Clients confirmation of the Invoice, the details of the Client and the Invoice, and the payment terms and conditions.
  • 6.7.3. For the purpose of certifying the data provided in the Sales Offer, the Invoice Seller shall together with the Sales Offer submit to the Portal Operator the Invoice Seller’s bank account statements for the last six (6) months (i.e. the six (6) months preceding the Sales Offer) certified by all the credit institutions with which the Invoice Seller holds bank accounts. The bank account statements shall not be disclosed on the Investly portal and shall only be used for the verification of the submitted data by the Portal Operator.
  • 6.7.4. In order to initiate an Auction, the Invoice Seller shall establish in the Sales Offer the Maximum Interest, the Minimum Sales Price and the maximum fine for delay payable by the Invoice Seller upon delaying in the payment of amounts payable by the Invoice Seller (the Maximum Fine for Delay), and the end date of the Auction.
  • 6.7.5. The Maximum Fine for Delay is the maximum annual fine for delay acceptable by the Invoice Seller, which the Invoice Seller is prepared to pay for every respective payment upon delaying in the fulfilment of payment obligations established in the Factoring Agreement. The Maximum Fine for Delay shall be equal to the Maximum Interest.
  • 6.7.6. If the Investors do not make Purchase Offers in the Auction in the extent of the Minimum Purchase Price, the Auction shall be deemed as failed and no Factoring Agreements shall be entered into as a result of that Auction.
  • 6.7.7. A Sales Offer shall be deemed as a binding Offer (the Offer) to all the Users. After the Invoice Seller has confirmed the Sales Offer with the Investly password, the Portal Operator shall verify the conformity of the data presented in the Sales Offer with the requirements established in the User Agreement and the general terms and conditions of the Factoring Agreement. After the verification, the Portal Operator shall launch an Auction in Investly, which shall last until the date specified in the Sales Offer (the end date of the Auction, included).
  • 6.7.8. In the course of the Auction, the Portal Operator shall not disclose to the Users the personal identification code or the exact address of the Representative, the bank account statement of the Invoice Seller or the personalised data of the Invoice Seller’s creditors (except the details of the Client who is the receiver of the Invoice).
  • 6.7.9. In the course of the Auction, the Portal Operator shall disclose to the Users the data which the Invoice Seller has disclosed, except for the data specified in section 6.7.8. In addition the Investors may ask the Invoice Seller questions which together with replies will be visible to all the Users.
  • 6.7.10. Every User shall see the Purchase Offers made in real time, including highlighted Purchase Offer that would be the winning offers if the Auction were to end at that moment of time.
  • 6.7.11. Investors shall be able to make Purchase Offers in the course of the Auction by specified the offered purchase amount (the Purchase Amount) and the offered minimum Interest (the Minimum Interest) as well as the minimum fine for delay (the Minimum Fine for Delay). On the basis of the Minimum Interest, the Investly system shall automatically calculate the corresponding maximum sales price for the Claims (the Maximum Sales Price) at which the Investor wishes to acquire all or a part of the Claims in the extent of the Purchase Amount.
  • 6.7.12. The Purchase Amount is the amount specified by the Investor in the Purchase Offer, for which the Investor wishes to acquire all or a part of the Claims from the Invoice Seller.
  • 6.7.13. The Minimum Interest or the return on the investment is the minimum annual interest specified by the Investor in the Purchase Offer, for which the Investor agrees to finance the Invoice fully or partly in the extent of the Purchase Amount during the Maximum Invoice Financing Period.
  • 6.7.14. The Minimum Fine for Delay is the minimum annual fine for delay acceptable for the Investor, which the Invoice Seller would have to pay to the Investor for every respective payment upon delaying in the fulfilment of the payment obligations established in the Factoring Agreement. The Minimum Fine for Delay shall be equal to the Minimum Interest.
  • 6.7.15. The Maximum Sales Price is the maximum price, for which the Investor wishes to acquire the Claims fully or partly in the extent of the Purchase Amount. The Maximum Sales Price is determined upon the calculation of the Minimum Interest for the Maximum Invoice Financing Period on the basis of the following formula:
    Maximum Sales Price = Invoice amount – Contract fee, incl. VAT – [(Invoice amount – Contract fee, incl. VAT) * (Minimum Interest/365 * Maximum Invoice Financing Period)].
  • 6.7.16. The Minimum Interest specified by the Investor in the Purchase Offer shall be lower than or equal to the Maximum Interest established by the Invoice Seller for that Auction. The Purchase Amount offered by the Investor shall be at least five (5) euros or a multiple of five (5) euros. The Purchase Amount offered by the Investor must not be smaller than the Invoice amount, less the Contract fee, incl. VAT.
  • 6.7.17. The Investor can make a Purchase Offer only in the extent of the unreserved amount on the Investor’s Investly account.
  • 6.7.18. Making a Purchase Offer in an Auction shall be deemed acceptance of the respective Sales Offer (the Acceptance) on the condition that the given Purchase Offer proves to be the winning offer of the Auction, considering the methods for determining the results of the Auction stipulated in section 6.11 of this Investly User Agreement and the Sales Price, Interest and Fine for Delay detrmined as a result thereof. The Purchase Offer shall be made in Investly within the framework of the respective Auction by a User confirming the Purchase Offer with the Investly password which is equivalent to the User’s signature. The Purchase Offer, confirmed with the Investly password or signed, shall remain valid and binding for the User who made the Purchase Offer until the end of the respective Auction after all the Factoring Agreements have been concluded or when, according to the methods for determining the Auction results as stipulated in section 6.11 of the User Agreement, better binding Purchase Offers have been made than the respective User’s Purchase Offer at least in the extent of the Sales Price determined in the course of that Auction.
  • 6.7.19. In order to make a Purchase Offer, the User making the offer shall need to have unreserved funds in the extent of the offered Purchase Amount on their Investly account. Upon a Purchase Offer being made, the offered amount shall be reserved on the Investly account of the User who confirmed the Purchase Offer with their Investly password.
  • 6.7.20. The User shall not be able to use the reserved amount to make new Purchase or Loan Offers or transfer it from their Investly account, except to the Investly account of the Invoice Seller upon entry into a Factoring Agreement on the basis of the respective Purchase Offer. The reservation shall expire if the Auction ends without entry into a Factoring Agreement with the Investor who made the respective Purchase Offer. Upon the expiry of a reservation, the User shall again be able to freely dispose of the respective amount on their Investly account pursuant to these Terms of Use, including to use the amount to make new Purchase or Loan Offers in the Investly e-service environment or to submit a request to the Portal Operator to transfer the available funds on the Investly account back to the User’s Bank Account.
  • 6.7.21. Users may not alter or withdraw their submitted Purchase Offers during the Auction. A User’s Purchas Offer shall be binding for the Investor from the moment they have confirmed it with the Investly password.

6.8. Special provisions for Surety Factoring

  • 6.8.1. It shall be possible to enter into a Purchase Agreement on the surety of another User (including the personal surety of the Invoice Seller’s Representative).
  • 6.8.2. The User acting as surety shall sign the contract of suretyship before the end of the Auction at the latest. The contract of suretyship may be signed digitally or in handwriting. In case of signing in handwriting, the contract of suretyship shall be sent to the Portal Operator’s postal address Viru 4-3, Tallinn 10140, Estonia.
  • 6.8.3. The User acting as surety shall ensure the identification of their person before the end of the Auction at the latest.
  • 6.8.4. In the event that the User acting as surety has not submitted a signed contract of suretyship to the Portal Operator or has not facilitated the identification of their person by the end of the Auction at the latest, the Auction shall be deemed as failed.

6.9. Special provisions for Secured Factoring

  • 6.9.1. It shall be possible to enter into a Factoring Agreement secured by a possessory pledge, registered security over movables, pledge of rights, mortgage or commercial pledge.
  • 6.9.2. Before the end of the Auction at the latest, the User acting as surety or the Invoice Seller shall establish a security in favour of the Portal Operator to secure the claims arising from the Factoring Agreement(s) to be signed between the Invoice Seller and the Investor(s).
  • 6.9.3. The costs related to establishing the security (incl. notary fees) shall be covered by the Invoice Seller.
  • 6.9.4. In the event that the User acting as surety or the Invoice Seller has not established the security by the end of the Auction at the latest, the Auction shall be deemed as failed.

6.11. Entry into Factoring Agreements

  • 6.11.1. In order to submit a Purchase Offer, it is required that the Invoice Seller, the Invoice Seller’s Representative, the Investor and the Investor’s Representative (legal representatives), as well as the shareholders of the Invoice Seller and the legal person Investor have been identified. The Invoice and the Investor shall submit the respective data together with the Sales Offer and Purchase Offer, respectively, and the Portal Operator shall establish the identity of the respective persons on the basis of the submitted data.
  • 6.11.2. The Factoring Agreement shall be deemed automatically entered into as of the end of the Auction between the Users who presented the respective declarations of intention (offers and acceptances) on the basis of the Sales Offer and the Purchase Offers that won the Auction.
  • 6.11.3. Investly shall register all the Purchase Offers made in the Auction in chronological order. The time in the Investly system shall thereat be decisive.
  • 6.11.4. Upon determining the results of an Auction, the Purchase Offer whose offered Minimum Interest is lower than the interest of other Purchase Offers shall be deemed better than others and the Purchase Offers shall be ranked accordingly on the basis of the Minimum Interest. In the event that the Minimum Interest of two or more Purchase Offers is equal, the offers shall be ranked on the basis of the time of making the offers, giving an advantage to Purchase Offers that have been made earlier. A Purchase Offer or Purchase Offers shall be deemed as successful, if the Purchase Amount thereof at least partly fits into the Sales Price upon adding up the Purchase Amounts offered in the Purchase Offers ranked in such a manner. The Users who have made the respective Purchase Offers shall be deemed as successful Investors.
  • 6.11.5. Factoring Agreement shall be deemed as entered into on the basis of the Sales Offer and the Purchase Offers ranked on the basis of the offered Minimum Interest (and chronologically, if necessary) as described in section 6.11.4 so that a Factoring Agreement shall be first entered into with the Investor who made the best Purchase Offer and thereafter with the Investor who made the second best Purchase Offer. The total of Purchase Amounts of the Factoring Agreements entered into on the basis of one Sales Offer shall thereat be at least equal to the Minimum Sales Price and shall not be higher than the Invoice amount, less the Contract fee, incl. VAT. If the entry into a Factoring Agreement in full extent (i.e. in the full extent of the Purchase Amount offered in the respective Purchase Offers) on the basis of one Sales Offer would cause the total of the Purchase Amounts of all the Factoring Agreements to exceed the Sales Price as at the end of the Auction, the Factoring Agreement with the Investor who made the last ranked Purchase Offer that fits into the Sales Price shall only be entered into in the extent of a part of the Purchase Amount of the respective Purchase Offer so that the total of the Purchase Amounts of all the Factoring Agreements entered into on the basis of one Sales Offer is equal to the Sales Price as at the end of the Auction.
  • 6.11.6. In the event that more than one Purchase Offer wins the Auction and the Minimum Interest offered in the respective Purchase Offers is different, the Factoring Agreements shall be entered into with the same interest as the highest Minimum Interest (the Interest) offered in the winning Purchase Offers (i.e. the interest of all the winning Purchase Offers shall be raised to the same level as the highest Minimum Interest offered among the winning Purchase Offers).
  • 6.11.7. In the event that the total of the Purchase Amounts of the Purchase Offers made by the end of an Auction is lower than the Minimum Sales Price, the Auction shall be deemed as failed, the Sales Offer and the Purchase Offers as terminated and no Factoring Agreements shall be entered into on the basis of the Sales Offer. If no Invoice financing and Claim assignment took place due to the failure of the Auction, the Portal Operator may re-record the Invoice on the portal or extend the Auction period.
  • 6.11.8. A Factoring Agreement shall be legally binding and it shall be deemed entered into between the Invoice Seller and the Investor(s) who made the winning Purchase Offer(s) automatically as of the end of the respective Auction.
  • 6.11.9. At the end of the Auction, the Portal Operator shall notify all the Users who participated in the Auction of the result of the Auction, indicating the winning Users of the Auction and the offers between whom and on the basis of which the Factoring Agreements were entered into. The Portal Operator shall thereat only disclose to other Users the usernames of the winning Investors and the Purchase Amounts and Minimum Interest offered.
  • 6.11.10. The Portal Operator shall transfer the funds reserved on the basis of the respective Purchase Offers on the Investly accounts of the Investors who won the Auction to the Investly account of the Invoice Seller after the end of the Auction. The Investors shall provide the Portal Operator with the authorisation by making a Purchase Offer.
  • 6.11.11. At the end of the Auction, the Portal Operator shall via Investly immediately make the Sales Offer confirmed by the Invoice Seller with the Investly password available to every Investor who won the Auction, and the Purchase Offers confirmed by the winning Investors with the Investly password available to the Invoice Seller.
  • 6.11.12. At the same time, the Portal Operator shall via Investly make available to the Invoice Seller the confirmation of the official results of the Auction with regard to every offer that won the Auction in written reproducible format, indicating the name of the Invoice Seller and its Representative, the name(s) of the Investor(s), the time and/or code of the registration of the respective Purchase Offer(s), the offered Purchase Amounts, the offered interest, the date of entry into of the Factoring Agreement(s) entered into, the Purchase Amount(s) of the Loan Agreements entered into, the final Interest and Fine for Delay, the final Sales Price, the due date of the Invoice and the due date for the automatic re-assignment of the Claims (the Repurchase Date). The said data shall form an integral part of the Factoring Agreement(s) and binding for both the Invoice Seller and the Investor.
  • 6.11.13. The Portal Operator shall simultaneously make available to every Investor who won the Auction the confirmation of the official results of the Auction with regard to their winning Purchase Offer in written reproducible format, indicating the name of the Invoice Seller and its Representative, the time and/or code of the registration of the winning Purchase Offer, the username of the winning Investor(s), the offered Purchase Amounts and interest, the date of entry into the Loan Agreement entered into on the basis of the Purchase Offer, the Purchase Amounts of the Factoring Agreements entered into, the final Interest and Fine for Delay, the final Sales Price, the due date of the Invoice and the due date for the automatic re-assignment of the Claims (the Repurchase Date), and the part of the Purchase Amount of the Purchase Offer of the particular winning Investor, for which the respective Factoring Agreement was entered into with that Investor.

6.12. Repurchase Obligation

  • 6.12.1. The Invoice Seller shall be responsible towards the Investor for the Client to pay the Invoice in full.
  • 6.12.2. If the repurchase term has passed since the due date of the Invoice (Repurchase Term) and the Client has not fully paid the Invoice underlying the Claims assigned to the Investor, the Invoice Seller shall be immediately obligated to repurchase the Claims from the Investor and the Investor shall be obligated to re-assign the Claims to the Invoice Seller for a fee (the Automatic Repurchase Obligation).
  • 6.12.3. The Repurchase Term is the term established by the Invoice Seller in the Sales Offer in days, within which the Invoice Seller is obligated to pay the Repurchase Price to the Investor(s) and the Contract fee to Investly.
  • 6.12.4. In addition to the conditions established in section 6.12.2, the Investor shall have the right to re-assign the Claims to the Invoice Seller for a fee and the Invoice Seller shall be obligated to repurchase the Claims from the Investor (the Repurchase Obligation) upon the arrival of one of the following:
    • 6.12.4.1. the Client disputes the Claims underlying the Invoice or a dispute between the Client and the Invoice Seller concerning the Claims has lasted for more than 2 (to) weeks from the due date of the Invoice and no mutually satisfactory solution has been reached;
    • 6.12.4.2. the Client rescinds the Contract or terminates the Contract due to a breach of the Contract by the Invoice Seller;
    • 6.12.4.3. the Investor learns that the Client has delayed in the payment of amounts to the Invoice Seller by more than 30 (thirty) calendar days within the past 12 (twelve) months;
    • 6.12.4.4. the Investor has reason to suspect that the Invoice is fictitious;
    • 6.12.4.5. the Client and/or the Invoice Seller have set off the Claims assigned to the Investor;
    • 6.12.4.6. the Client has partly or fully paid the Invoice to the Invoice Seller and the Invoice Seller has not transferred the received amount to the Investor(s) on the terms and conditions established in the Factoring Agreement;
    • 6.12.4.7. the Client and the Invoice Seller are related entities;
    • 6.12.4.8. the documents submitted to the Investor are not in conformity with the requirements established in the Factoring Agreement;
    • 6.12.4.9. the Claims assigned to the Investor are encumbered with the rights of a third person;
    • 6.12.4.10. the Invoice Seller has assigned the Claims to a third person;
    • 6.12.4.11. reorganisation r liquidation proceedings have been initiated against the Client or the Invoice Seller or a temporary trustee in bankruptcy has been appointed for them;
    • 6.12.4.12. the Investor has learnt of any circumstances that indicate the Client’s inability to pay the Invoice in full.
  • 6.12.5. The Investor shall have the right to apply the Repurchase Obligation established in section 6.12.4 regardless of whether the due date of the underlying Invoice has arrived or not.
  • 6.12.6. If the Client has left the Invoice fully unpaid by the repurchase date (the Repurchase Date), the Claims shall be subject to full Repurchase Obligation and the fee payable by the Invoice Seller to the Investor(s) for the re-assignment of the Claims upon the arrival of the Repurchase Obligation shall be the Invoice Amount, less the Contract fee, incl. VAT.
  • 6.12.7. The Repurchase Date is the last date of the Repurchase Term.
  • 6.12.8. Upon the Repurchase Obligation being applied, the Invoice Seller shall simultaneously with the payment of the Repurchase Price to the Investor(s) pay the Contract fee (incl. VAT) to the Portal Operator.
  • 6.12.9. If the Client has partly paid the Invoice by the Repurchase Date, the Repurchase Obligation concerning the Claims shall be applied to the unpaid part of the Invoice, and the fee payable by the Invoice Seller to the Investor(s) for the partial re-assignment of the Claims upon the arrival of the Repurchase Obligations (the Repurchase Price) shall be the unpaid amount of the Invoice.
  • 6.12.10. Upon the Repurchase Obligation being applied, the Investor and the Portal Operator shall have the right to treat the Client and the Invoice Seller as solidary debtors and demand the full or partial payment of the Invoice from both of them.
  • 6.12.11. The Repurchase Obligations described in this section is an unconditional obligation of the Invoice Seller, which the Invoice Seller shall always be obligated to fulfil, regardless of whether the obligation arises due to a breach of obligations by the Client or the Invoice Seller or due to force majeure.

6.13. Conduct in case of payment problems

  • 6.13.1. As of the occurrence of payment problems, the Portal Operator shall retain the right to send notices to the Client regarding the arrears, using all the contact details disclosed by the Invoice Seller to the Portal Operator as well as other public data. The Portal Operator shall use the said right only if the Client has been notified of the assignment of the Claims pursuant to the Factoring Agreement.
  • 6.13.2. In the event that the Invoice Seller has entered into more than one Factoring Agreement via Investly and the funds that the Client or the Invoice Seller has transferred to the Investly account for Invoice payment, Repurchase Price payment or any other payment are not sufficient for satisfying all the claims of the Investors, the claims for the collectible Invoice amount, Repurchase Price or other payments related to the Purchase Amounts paid by the Investors for the acquisition of the Claims shall be satisfied first, dividing the amount received from the Client or the Invoice Seller between the Investors proportionally according to the ratio of the Purchase Amount related to the Factoring Agreement entered into with every Investor to the Sales Price of the Invoice.
  • 6.13.3. In the event that the Invoice Seller delays in the payment of the Repurchase Price or the Contract fee upon the application of the Repurchase Obligation, the Invoice Seller shall pay the Investor(s) or the Portal Operator a fine for delay (the Fine for Delay). The Fine for Delay shall be calculated from the moment the respective payment obligation becomes collectible until the proper fulfilment thereof. The rate of the Fine for Delay shall be the final rate of the Fine for Delay determined in the course of the Auction, which shall be equal to the Interest determined in the course of the Auction.
  • 6.13.4. The Portal Operator shall not be liable for the non-performance or improper performance of the obligations of any Client or Investly User, including the delay in payment of an Invoice Seller, Investor or Client and any damage caused thereby.

6.14. Administration and collection

  • 6.14.1. The Portal Operator shall on the basis of the authorisation granted to the Portal Operator by the Investor with the Purchase Offer on behalf and as a representative of the Investor or on its own behalf handle the administration of the Invoice financing and the collection of all the amounts, payments, fees and penalties payable under Factoring Agreements.
  • 6.14.2. The role of the Portal Operator and the extent of authorisation in the administration of Invoices and collection of claims arising from Factoring Agreement is stipulated in greater detail in the general terms and conditions of Factoring Agreements.

7. Investly account

7.1. The money transferred to the Investly environment by the User pursuant to the Terms of Use, the Loan Agreement and the Factoring Agreement shall be held on the current account of the Portal Operator in SEB Bank (hereinafter also referred to as the Current Account of the Portal Operator), separately from the Portal Operator’s own assets. No interest shall be paid to the User by the Portal Operator for money held on the Current Account of the Portal Operator.

7.2. The money transferred to the Investly environment by the User on the basis of the Terms of Use, Loan Agreements and Factoring Agreements may only be used by the Portal Operator pursuant to the terms and conditions of the Terms of Use, Loan Agreements and Factoring Agreements and for performing the Portal Operator’s obligations arising therefrom. The money transferred by the User to the Current Account of the Portal Operator (i.e. the claim against the credit institution that has opened the respective Current Account of the Portal Operator) is thereby property handed over for the performance of the mandate for the purposes of § 626 of the Law of Obligations Act, including in the meaning of subsection (3) thereof. The respective amount of money in the bank is by its nature a claim (against the bank), which the Portal Operator has acquired in its name but on behalf of the User and only with the purpose of using it for the performance of the mandate. The respective money is therefore not included in the bankruptcy estate of the Portal Operator and cannot be subject to a claim in an enforcement procedure against the Portal Operator, and it shall likewise not be recorded on the balance sheet of the Portal Operator. For the User, this above all means that by transferring money to the Investly account, they do not transfer it to the assets or ownership of the Portal Operator, but instead retain the necessary rights to the money. In the event of the Portal Operator’s bankruptcy, the authorization agreement entered into with the mandator shall end and the mandator’s assets (i.e. claims and movables) transferred by the mandator to the Portal Operator for the performance of the mandate shall be returned to the mandator.

7.3. The Portal Operator shall maintain a separate running account for every User regarding the settlements and transactions between the Portal Operator and other Users arising from the Terms of Use, Loan Agreements and Factoring Agreements (hereinafter also referred to as the Investly User Account and Investly Account).

7.4. All payments made to the Current Account of the Portal Operator by the User shall be recorded as receipts on the Investly User Account.

7.5. The Portal Operator shall have the right and obligation to make deductions from the Investly User Account in order to perform the obligations of the User arising from the Terms of Use entered into by the User and Loan Agreements and Factoring Agreements entered into with other Users. Following the deduction of fees and expenses, the payable debts to other Users arising from Loan Agreements and Factoring Agreements shall be eliminated pursuant to the manner stipulated in the Terms of Use, Loan Agreements and Factoring Agreements.

7.6. The Portal Operator shall have the right and obligation to make inclusions to the Investly User Account in order to satisfy the claims of the User arising from the Terms of Use entered into by the User and Loan Agreements and Factoring Agreements entered into with other Users pursuant to the terms and conditions of the Terms of Use, Loan Agreements and Factoring Agreements.

7.7. The User shall have the right to request that the Portal Operator make a payment from the Current Account of the Portal Operator only to the User’s Bank Account in a credit institution in a Member State of the European Union or in Switzerland on the condition that a payment had been previously made from the that Bank Account to the Current Account of the Portal Operator and the data communicated by the credit institution upon payment to the Current Account of the Portal Operator corresponded to the data saved by the User in the Investly environment. Payments from the Investly User Account can be made in the extent of the positive balance of the Investly User Account by using the respective technical solution of Investly. Positive balance means the part of the funds on the account that is not covered by a reservation or collectible arrears for the benefit of the Portal Operator or other Users. The Portal Operator shall be obligated to execute the respective transfer order within one (1) working day.

8. Personal data of Users

8.1. Upon entry into the Terms of Use and expression of declarations of intention via Investly, including upon submitting Loan Applications, Loan Offers, Sales and Purchase Offers, and offers for Claim assignment, the Users shall be obligated to present correct and accurate personal and other data. Deliberate submission of false and incomplete information shall also be forbidden for Borrowers and Invoice Sellers when responding to the questions of Investors.

8.2. By entering into the Terms of Use, every User certifies that the all the data submitted by them via Investly, including the data submitted in Loan Applications, Loan Offers, Sales and Purchase Offers, and offers for Claim assignment, are correct and complete.

8.3. A User who has submitted false or incomplete information shall be liable for the damage thereby caused to the Portal Operator and other Users, above all if the Portal Operator or another User has concluded a transaction with the User who submitted false or incomplete information, presuming that the information is true and complete.

8.4. The Portal Operator shall in no manner be liable for the correctness, completeness and truthfulness of the information submitted by the User.

8.5. Giving notice of any changes in the data:

  • 8.5.1. the Users shall immediately notify the Portal Operator of any changes in their personal data;
  • 8.5.2. the notification of any changes in the data shall be submitted to the Portal Operator in writing or by means of the technical solution of Investly;
  • 8.5.3. failure to provide notification of any changes in the data shall constitute a material violation of the Terms of Use, Loan Agreement or Factoring Agreement.

8.6. By entering into the Investly Terms of Use, the User grants the Portal Operator the right and consent to collect and process their personal data for the purposes and in the extent stipulated in the Terms of Use, Loan Agreements and Factoring Agreements, as well as in accordance with the bases and procedure established in legal acts. Users shall have the right to withdraw their consent to the processing of personal data at any time, demand that the processing of personal data be terminated and the collected personal data be deleted or closed and that the Investly User Account be closed. The withdrawal of consent shall have no retroactive force and the procedures, declarations of intention and other such made until the moment of withdrawal of consent on the basis of the previously granted consent shall therefore remain valid and lawful. Thus, the consent previously granted by the User to collect and process all such personal data on the basis of which Auctions have been initiated, Loan Applications/Loan Offers have been submitted and Loan Agreements have been entered into or Sales and Purchase Offers have been made and Factoring Agreements have been entered into before the withdrawal of the consent and in reliance on the existence of the consent shall remain valid. The Portal Operator shall retain the right to collect and process personal data for the performance of obligations arising from law, including for the preservation of data, as well as for the completion of Auctions initiated, handling Loan Applications/Loan Offers and Sales/Purchase Offers submitted and entering into and ensuring the performance of Loan Agreements and Factoring Agreements entered into or to be entered into as a result of current Auctions prior to the withdrawal of the consent.

8.7. The Portal Operator shall upon the occurrence of any payment problems inter alia have the right to communicate the personal data of the Borrower or the Invoice Seller on behalf of the respective Investor(s) to AS Krediidiinfo (Narva mnt 5, 10117 Tallinn) who shall use the received data for maintaining a register that allows persons with legitimate interest to assess the creditworthiness of the persons entered in the register. By submitting a Loan Application and making a Sales Offer, Users grant their consent to the respective communication of information. The following data shall be communicated to AS Krediidiinfo: the name and registry code of the Borrower/Invoice Seller, the extent of credit problems, the time of occurrence of credit problems. AS Krediidiinfo shall only communicate the data to third persons if the third person has a legitimate interest for processing the personal data and AS Krediidiinfo has identified the legitimate interest of the third person, verified the accuracy of the data to be communicated and registered the data transmission.

8.8. The Portal Operator shall likewise inter alia have the right to use the data disclosed by the User at any time as well as the data created by the User when using Investly for statistical purposes and to disclose the received statistical data on the internet, ensuring thereat that the data cannot be directly linked to any specific User.

8.9. By initiating an Auction, the Borrower and the Invoice Seller grant consent for the disclosure of the data specified in section 7.6 of the Terms of Use. The Portal Operator shall have the right to disclose the personal data of the User necessary for performing and securing Loan Agreements and Factoring Agreements entered into via Investly to the other party of the Loan Agreement or Factoring Agreement, but only after entry into the Loan Agreement or the Factoring Agreement.

8.10. The Portal Operator shall have the right to use the User’s e-mail address for sending information and advertising to the User.

8.11. The Portal Operator shall have the right to communicate the personal data of the User to a person who provides legal, accounting or auditing services to the Portal, on the condition that the provider of the respective services has undertaken an obligation towards the Portal Operator not to disclose the respective personal data to third persons.

9. User identification and approval of transactions

9.1. As a rule, the Portal Operator shall establish the identity of every User, Borrower and Invoice Seller (and the Representative thereof in the case of a Borrower and Invoice Seller) and, in the case of legal persons, the identity of their shareholders once after registration as a User and before the submission of the first Loan Application or Sales Offer for Invoice financing, before making the first Loan or Purchase Offer or before making an Offer for the assignment of a Claim and giving acceptance for the purchase of the assigned Claim. In the event that on the basis of the transaction parameters the Portal Operator is legally obligated again establish the identity of a User, the Portal Operator shall repeat the respective procedure.

9.2. After registration as a User, the User shall make the first payment to the User’s Investly Account (also referred to as the verification payment), which allows the Portal Operator to verify the correctness of the data submitted by the User to the Portal Operator upon registration as a User. The current account, from which that verification payment is made, shall be designated as the current account to which the User can make payments from the User’s Investly account if there are available funds on the Investly account and all the conditions are met. In order to change the designated Current Account, the Portal Operator shall be given prior notice and a new verification payment shall be made to the Investly account.

9.3. The Portal Operator shall establish the identity of a User or a Representative by means of a bank transfer that shall be made from a Current Account belonging to the User. The Portal Operator shall identify the User and/or the Representative thereof on the basis of the data received from the bank. Before making the payment, the User shall specify in Investly from which account they are going to make the payment, also thereat entering their personal data, including the date of birth or registry code. The number, type, issue date and issuer of the identity document of the User or the Representative thereof shall also be entered. Estonian Borrowers and Invoice Seller or their Representatives may also choose identification via ID Card or Mobile ID as the method of identification of their person, whereas the User or the Representative shall have to use the PIN-2 code for identifying their person and approving the respective declaration of intention. For the purpose of establishing the identity of a person, the full name and personal identification code of the User shall be collected from the ID Card. At the end of registration, the aforesaid shall be saved as the personal data of the User that cannot be amended.

9.4. When logging into Investly, the User shall enter their username and password.

9.5. In the case additional identification is not required by legal acts, Loan Appications or Loan Offers and Invoice Sales Offers or Purchase Offers may be submitted merely by confirming it in one of the manners presented below at the discretion of the User:

  • 9.5.1. confirmation with the Investly password which is equivalent to the signature of the respective User;
  • 9.5.2. confirmation by mobile phone (for this purpose, the User shall have to disclose their mobile phone number to which a new PIN code shall be sent every time; the PIN shall have to be entered in the system to certify the declaration of intention);
  • 9.5.3. confirmation with an ID card or Mobile ID.

10. Prices for using services

10.1. Transferring money to the Investly account shall be subject to bank charges pursuant to the price list of the User’s bank. In the case the Portal Operator incurs expenses in relation to the receipt of a payment, the User shall compensate for the expenses on the basis of an invoice submitted to them by the Portal Operator.

10.2. Transferring money from the Investly account shall be subject to charges payable to the person executing the transfer order (the Investly Portal Operator), pursuant to the price list for the use of the Investly environment valid at the moment of executing the transfer order (hereinafter the Price List; please refer to investly.co/fees).

10.3. The service charge for mandatory credit scoring shall be applicable to the Borrower pursuant to the Price List valid at the moment of submission of the Loan Application.

10.4. The service charge for the submission of data to the Credit Register shall be applicable to the Borrower and the Invoice Seller pursuant to the Portal Operator’s Price List valid at the moment of ordering the service.

10.5. A Borrower or Invoice Seller who is in default of payment shall pay the Portal Operator for the notifications sent with regard to the arrears specified in section 4.8 or 6.12 pursuant to the Price List valid at the moment of sending of the respective notifications.

10.6. The contract fees shall be applicable to Users pursuant to the Portal Operator’s Price List valid at the moment of submitting the Loan Application or Invoice Sales Offer.

10.7. A User who uses the Surety Loan or Secured Loan service or the Surety Factoring or Secured Factoring service shall pay for the additional services offered in relation thereto pursuant to the Price List.

10.8. Users shall pay the service charges for offering a Claim for assignment and the assignment of a Claim pursuant to the Price List valid at the moment of commencing the offering of the Caim for assignment (i.e. the moment of making the Offer).

10.9. The management fees shall be applicable to Users pursuant to the Price List valid at the time of submission of the Loan Application and the Invoice Sales Offer.

10.10. The Portal Operator shall present an invoice to the User for the fee-charging services of Investly. In the case of a delay in the payment of invoices presented, the User shall pay the Portal Operator a fine for delay of 0.10% of the overdue amount per calendar day. This provision shall not be applied upon the transfer of the Sales Price to the Invoice Seller upon Invoice financing.

10.11. Users shall pay for the services and procedures of third person pursuant to the price list established by the third persons. If a third person presents an invoice to the Portal Operator for a services or procedure ordered or used by a User, the Portal Operator shall forward the respective Invoice to that User for payment.

11. Conduct upon bankruptcy and liquidation of Portal Operator

11.1. In the event of the bankruptcy and liquidation of the Portal Operator, entry into new Loan and Factoring Agreements via Investly shall be terminated immediately and all active Auctions shall be cancelled. The money held on Investly accounts shall be returned to all Users.

11.2. The parties shall be given all the information from the Investly database regarding their contractual relationships in connection with Loan and Factoring Agreements and Contracts of Purchase and Sale entered into.

11.3. The bankruptcy or liquidation of the Portal Operator shall not affect the validity of the Loan and Factoring Agreements between Users. In such case the payments arising from the Loan and Factoring Agreements shall be made directly to the respective settlement account of the parties to the respective agreements.

12. Limits of liability of Portal Operator

12.1. The Portal Operator shall not be liable for:

  • 12.1.1. the incorrectness and incompleteness of the data given by the User;
  • 12.1.2. the breach of an Agreement or unlawful behaviour by the User;
  • 12.1.3. the non-fulfilment or improper fulfilment of the User’s obligations under the Terms of Use, Loan Agreements or Factoring Agreements;
  • 12.1.4. the non-fulfilment or improper fulfilment of obligations arising from a Contract of Purchase and Sale by Users;
  • 12.1.5. the absence of the right of representation of the Representative of a legal person User;
  • 12.1.6. the validity and legality of the Loan and Factoring Agreements and Contracts of Purchase and Sale entered into via Investly.

12.2. Users shall enter into transactions in Investly directly and at their own liability, being a party to the transactions themselves. The agreement forms suggested in Investly can be used by Users at their own liability and risk.

13. Amendment of Terms of Use

13.1. For the purposes of the development of the services and the improved and securer use thereof, the Portal Operator shall have the right to unilaterally amend and modify the Terms of Use at any time.

13.2. The Users shall be informed of the amendment of the Terms of Use via Investly. Amendments and modifications shall enter into force within four (4) weeks as of the publication of the notification in Investly.

13.3. Upon disagreement with the amendments and modifications, Users shall have the right to terminate the User Agreement within four (4) weeks as of the notification of the amendment via Investly.

14. Termination of User Agreement

14.1. The User may terminate the User Agreement only if the obligations towards other Users and the Portal Operator arising from the Loan and Factoring Agreements concluded via Investly have been fulfilled, the offers made and acceptances given by the User via Investly have ended and the User’s Investly account balance is ZERO.

14.2. The User Agreement can be terminated by the User by way of sending a respective notice to the Portal Operator by e-mail to support@investly.co.

14.3. The User shall have the right to withdraw from the User Agreement within fourteen (14) days as of the entry into the User Agreement, provided that the terms and conditions set out in section 14.1 have been fulfilled. A consumer User shall have the right to withdraw from the User Agreement within fourteen (14) days as of the entry into the User Agreement. If a consumer User withdraws from the User Agreement, but the terms and conditions set out in 14.1of the User Agreement have not been fulfilled, the Portal Operator shall return to the consumer the amounts paid by the latter to the Portal Operator within 30 days from the entry into force of the notice of withdrawal from the User Agreement, and the money transferred to the consumer User’s Investly account which has not been transferred to the Investly account of another User for the performance of a Loan or Factoring Agreement within 30 days at the latest as of the sending of the withdrawal application.

14.4. Withdrawal from the User Agreement shall not automatically cause the Loan or Factoring Agreements entered into by the User to expire. The Portal Operator shall upon the end of the User Agreement have the right to terminate all the Loan Agreements entered into by the User, which shall result in the obligation to prematurely repay the loan amounts transferred under all the Loan Agreements (the outstanding loan amount shall become collectible), including the obligation to pay interest and other obligations arising from the Loan Agreements becoming collectible. The Portal Operator shall upon the end of the User Agreement have the right to terminate all the Factoring Agreements entered into by the User, which shall automatically result in the obligation to the re-assignment to the Invoice Seller, for a fee, of all the Claims arising from the Invoice assigned under the Factoring Agreements and the underlying Contract (the Repurchase Obligation) and the Invoice Seller shall immediately have the obligation to pay the Investor for the re-assignment of the respective Claims (the Repurchase Price), if the Client who is the receiver of the respective Invoice has not yet paid the Invoice to the Investor(s) who acquired it.

14.5. The Portal Operator may terminate the User Agreement at any time if the User violates the terms and conditions of the User Agreement.

14.6. The Portal Operator may terminate the Terms of Use regardless of a violation of the Terms of Use by the User, by giving at least two (2) months’ prior notice thereof. Following the notice of the termination of the Terms of Use, the Portal Operator may refuse to process the Offers and Acceptances submitted by the User for entering into a Loan or Factoring Agreement, prohibit the entry into Contracts of Purchase and Sale and respectively limit the functionality of Investly and the User’s access to Investly.

15. Final provisions

15.1. The legal relationships arising from the use of Investly shall be governed by the substantive and procedural law of the Republic of Estonia, taking into account the applicable compulsory provisions arising from European Union law and the national law of other Member States, if the latter is applied.

15.2. The Users and the Portal Operator shall strive to resolve their mutual conflicts by way of negotiations. Failing agreement, the dispute shall be resolved in the court of the User’s place of residence if the User is a natural person and in Harju County Court if the User is a legal person.

15.3. The Terms of Use shall apply upon their acceptance by the User and shall be applicable during the term of the legal relationships between the User and the Portal Operator regulated in the Terms of Use. The provisions established with the aim to regulate the relationships or matters that have arisen between the parties during the validity of the User Agreement also after the end of the User Agreement shall be complied with also after the end of the User Agreement.

15.4. This User Agreement has been drawn up Estonian. The English text of the agreement is a translation and upon the interpretation of the content of the agreement, the original, i.e. the Estonian text, shall be decisive.