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INVESTLY.CO

Auctions regarding invoices from Estonian based companies are brought to you and mediated by Investly Technologies OÜ in which case Investly Technologies OÜ General Terms will apply. Auctions regarding invoices from UK based companies are brought to you by Investly Ltd in which case Investly Ltd Terms of Use and Investly Ltd General Terms of Invoice Discounting will apply. Please read the following terms before using Investly, because by using Investly you can take financial obligations which are regulated by those terms.

United Kingdom (Investly Ltd) General Terms of Use
United Kingdom (Investly Ltd) General terms of invoice discounting


Estonia (Investly Technologies OÜ) General Terms of Use - valid until 03.11.2018
Estonia (Investly Technologies OÜ) General terms and conditions of the invoice discounting agreement - valid until 03.11.2018
Estonia (Investly Technologies OÜ) Investly General Terms - valid from 04.11.2018


Estonia (Investly Technologies OÜ) General terms and conditions of the invoice discounting agreement - valid until 03.11.2018

(hereinafter referred to as the "General Terms and Conditions")

1. Purpose of the Invoice Discounting Agreement

With the Invoice Discounting Agreement, companies who are accepted as Users by the Portal Operator can finance invoices issued to the Buyers for the sale of goods or services before their payment term via Investly, i.e. to assign, for a fee, individual claims arising from the Agreement concluded with the Buyer indicated on the invoice to other Users registered in Investly, who wish to acquire such claims against a fee under the terms and conditions set out in the Invoice Discounting Agreement and the User Agreement.

2. Definitions

Invoice Financing is 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 prior to the arrival of the payment term of the Invoice.

Sales Offer is an offer made by a User in Investly for the conclusion of an Invoice Discounting Agreement (an offer).

Purchase Offer is an acceptance of an Investor for the conclusion of an Invoice Discounting Agreement (an acceptance).

Invoice Discounting Agreement is an agreement concluded 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 Agreement indicated on the relevant Invoice to the Investor.

Claims are 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 Invoice Discounting Agreement.

Invoice Seller is a legal person who makes a Sales Offer and concludes an Invoice Discounting Agreement on the basis of its economic or professional activities and who wishes to finance the Invoice under these terms and conditions.

Representative is a legal representative of the Invoice Seller, who has a legal right to represent the Invoice Seller and enter into Invoice Discounting Agreements on his/her behalf.

Investor is a person who has submitted a Purchase Offer and who wishes to, during the Auction, fully or partially acquire claims arising from the Contract indicated on the Invoice in accordance with the terms and conditions set out in Sales and Purchase Offers and General terms and conditions.

Buyer is 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.

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

Repurchase price is the fee which the Invoice Seller undertakes to pay to the Investor(s) for assigning back the Claims in case the Repurchase Obligation arises. The Repurchase price is formed as follows: Invoice amount – Contract fee including VAT

The Repurchase Term is the due date of the Invoice + 30 (thirty) calendar days. When the Repurchase Term has expired, the Invoice Seller undertakes to pay the Investor(s) and Portal Operator the Agreement fee as set out in the General Terms and Conditions.

The Repurchase Date is the last date of the Repurchase Term.

Third person is any natural or legal person who is not Party to this Agreement.

Parties are the Invoice Seller and the Investor.

Dispute is any dispute regarding the Claims, including the Buyer's non-acceptance of the goods or services by submitting a counterclaim or settlement of accounts, third party rights to claims, etc.

Agreement Fee is a fee payable by the Invoice Seller to Investly for the mediation of the conclusion of an Invoice Discounting 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.

Price List is a list of Agreement Fees and other payments made to the Portal Operator for services, which is available at investly.co/fees and help.investly.co/hc/en-gb

Other definitions of terms used in Sales and Purchase Offers and these General Terms and Conditions have been defined in Investly User Agreement.

3. Confirmations

3.1. By submitting a Sales Offer, the Invoice Seller confirms that:

3.1.1. the Agreement with the Buyer is valid and thus, the Invoice Seller has the right to claim against the Buyer;

3.1.2. The Agreement serving as the basis of the Invoice is subject to the legislation of the Republic of Estonia;

3.1.3. the sale of objects or provision of services subject to this Invoice has been duly carried out, i.e. the object/service is in compliance with the terms and conditions agreed upon in the Agreement subject to the Invoice, it has been handed over or it will be handed to the Buyer on the date indicated on the Invoice in accordance with the terms and conditions of the Agreement, and the Invoice Seller has complied with the delivery terms;

3.1.4. the Buyer may pay for the Invoice in euros only, and this is also indicated on the Invoice;

3.1.5. the Buyer has no other similar (subject to settlement) claims against the Invoice Seller, which are due, whose deadline is not specified or whose deadline is specified as of the moment of submitting a Purchase Offer;

3.1.6. the Buyer and the Invoice Seller have finally agreed upon the amount payable according to the invoice subject to this payment (object or service price with VAT) and the Buyer has no claims or disagreements with regard to the information transferred to the account (including the Invoice Amount or the Payment Term);

3.1.7. the Invoice Seller has met its Contractual obligations towards the Buyer duly, timely, completely, and in compliance with the corresponding place, manner and time;

3.1.8. the Invoice Seller has no right to, without the consent of the Investor, give a discount to the Buyer upon selling the goods or services, the Invoice for which has been submitted with the Sales Offer by the Invoice Seller for its assignment to the Investor. Also, the Invoice Seller has no right to change the Payment Term, agree on any other changes of payment terms and conditions, or define the claim any other way without the consent of the Investor;

3.1.9. the Buyer's payment behaviour has been proper ad the Buyers must not have delayed in the payment of previous invoices by more than 30 (thirty) calendar days within the last 12 (twelve) months;

3.1.10. the invoice is confirmed and accepted by the Buyer;

3.1.11. the Claims have not been pledged, assigned, lodged as securities or encumbered by any other means;

3.1.12. the Invoice Seller is not party to any judicial or arbitration proceeding which could have a significant negative impact on its financial position;

3.1.13. the Buyer is not a party related to the Invoice Seller;

3.1.14. the Buyer has not paid the Invoice.

3.2. By making a Purchasing Bid, the Investor claims that he/she is aware that all income earned via the Investly portal by Invoice financing is subject to declaration and taxation according to the legislation of the country of residence of the Investor and this duty lies with the Investor;

3.3. By making a Sales and Purchase Offer, the Parties confirm that they have familiarised themselves with the Invoice Discounting Agreement and parts thereof (including the terms and conditions of Investly User Agreement), read them carefully, understood them, that they correspond to their actual will, and that the Parties and their representatives have the capacity to sign such terms and conditions and they are willing to comply with them.

4. Payment of Purchase Price and Transfer

4.1. The Investor(s) shall pay the Purchase Price for the Claims assigned to Investor(s) by the Invoice Seller in the amount set out in the Invoice Discounting Agreement together with the interest and interest on arrears rate, which corresponds to the outcome of the Auction.

4.2. Upon concluding the Invoice Discounting Agreement in Investly, the Investly accounts of Investors who made the winning offers shall be debited automatically and simultaneously after the successful end of the Auction on the same Working Day and in the amount corresponding to the Purchase Price, and the Invoice Seller's Investly account shall be credited in the amount corresponding to the Sales Price, if the Auction ends on a Working Day before 3 p.m. If the Auction ends after 3 p.m., the amount corresponding to the Sales Price shall be transferred to the Investor(s) on the next Working Day. With this, the Invoice Discounting Agreement is deemed to be complied with by the Investor(s) and the amount owed to Investor(s) pursuant to the Invoice Discounting Agreement, i.e. the Sales Price agreed upon in the corresponding Invoice Discounting Agreement is deemed to be transferred to the Invoice Seller.

4.3. The Invoice Seller is entitled to transfer the Sales Price from his/her Investly account to the Bank Account and use the corresponding sum in the business activities of its company.

5. Assignment of Claims

5.1. Claims against the Buyer are deemed to be assigned by the Invoice Seller and acquired by Investor(s) from the moment when the Sales Price has been fully paid by the Investor(s).

6. Notification of the Assignment of Claims

6.1. Upon making a Sales Offer, the Invoice Seller shall choose between the assignment of Claims with or without notification.

6.2. In case of assignment of Claims with notification, the Portal Operator shall automatically notify at the end of a successful Auction the Buyer who is the addressee of the Invoice via e-mail submitted in the Sales Offer of the assignment of relevant Claims, and submits the data of the new creditor(s), i.e. the data of the Investors, as well as information necessary for the payment of the Invoice to Investly account. The Claims are deemed to be assigned by the Buyer, when the Portal Operator has sent a relevant notification of the assignment of claims to the e-mail of the Buyer. From the moment when the Buyer has been notified of the assignment of Claims, the Buyer is obliged to pay the amount indicated on the Invoice together with VAT and possible interests on arrears according to the information submitted by Investly in the assignment notification.

6.3. In case of assignment of Claims without notification, the Buyer who is the addressee of the Invoice shall not be notified of the assignment of Claims by Investly. In such case, the Buyer who is the addressee of the Invoice shall pay the amount indicated on the Invoice together with collateral claims to the different settlement account of Investly. In case of receiving money from the Buyer to a different settlement account, Investly shall transfer the corresponding amount to the account(s) of those Investor(s) who are entitled for receiving such amounts in accordance with the Invoice Discounting Agreement. In case of assignment of Claims without notification, the Invoice Seller undertakes to, if the Auction ends successfully, immediately give an order to the Buyer via e-mail (Order) to rely upon payment on the following beneficiary's information:

6.3.1. Receiver: Invoice Seller;

6.3.2. Account no.:EE853300332169830009 (Danske Bank A/S Estonian branch).

 

6.4. In case of assignment of Claims without notification, the Invoice Seller undertakes to immediately forward the Order sent to the Buyer's e-mail account also to the Portal Operator.

7. Obligations of the Invoice Seller

7.1. The Invoice Seller is not entitled to offer discount to the Buyer in case of selling goods or providing services, if the relevant Invoice reflecting the Claims arising therefrom has been submitted in Investly portal by the Invoice Seller for making Sales Offers.

7.2. The Invoice Seller is not entitled to amend the Invoice or Agreement without the prior written consent of the Investor(s) to amend or terminate.

7.3. The Invoice Seller has no right to make any kind of transactions with the Claims for which the Invoice has been submitted in Investly portal for Sales Offers, including any assignment of Claims to third persons, encumber them with limited real rights or carry out any other transactions without a written consent of the Investor.

7.4. The Invoice Seller shall submit all Agreement-related documents (incl. the Agreement, accompanying documents, transport and insurance documents, customs declarations, etc.) within five (5) Working Days from receiving such request from the Portal Operator. The Portal Operator shall not perform a legal analysis of submitted documents, nor is liable for the consequences of their use.

7.5. The Invoice Seller is obliged to submit the Portal Operator the most recent annual report within ten (10) Working Days from its completion. All documents submitted by the Invoice Seller must be in accordance with the laws and accounting rules and regulations of the Invoice Seller's country of residence.

7.6. Upon the request of the Portal Operator, the Invoice Seller is obliged to disclose in writing information about his/her financial situation, business activities and continued implementation of other terms and conditions arising from the Invoice Discounting Agreement within five (5) Working Days from receiving such request from the Portal Operator.

8. Payment according to the Invoice

8.1. The Buyer undertakes to fully pay the amount payable according to the Invoice the latest by the payment term indicated on the Invoice.

8.2. From the Invoice amount paid by the Buyer, Investly shall deduct the Agreement fee payable to the Portal Operator, and then transfer the remaining amount paid to Investly account by the Buyer in corresponding amount(s) to Investly account(s) of the Investor(s), who are entitled for receiving such amounts in accordance with the Invoice Discounting Agreement(s) (i.e. Investly divides and transfers the remaining amount to the Investors' Investly accounts proportionally in accordance with the ratio of the Purchase Amount resulting from the Invoice Discounting Agreement concluded with each Investor separately to the Sales Price of the Invoice).

8.3. If the amount paid by the Buyer is not sufficient to pay the invoice in full, the amount paid by the Buyer shall be automatically and proportionally divided by Investly between the Investors, in accordance with the ratio of the Purchase Amount resulting from the Invoice Discounting Agreement concluded with each Investor separately to the Sales Price of the Invoice. Firstly, the Portal Operator is entitled to deduct the Agreement fee (with VAT) from the amounts received from the Buyer for the payment of the Invoice.

8.4. If by the payment deadline, the Buyer has not fully paid the Invoice reflecting the Claims assigned to the Investor(s), then the Portal Operator is entitled to demand, on behalf of the Investor(s), that the Buyer pays Contractual interest on arrears for the unpaid Invoice amount for the period between the Invoice payment deadline and the complete payment of the Invoice. The Portal Operator may use the corresponding right if he has reasonable doubt that the Invoice Seller does not pay the Late Payment Fee or fulfil partially or completely the obligation to pay the Interest on Arrears.

8.5. When the Buyer has paid the Invoice Seller for the Claims assigned to the Investor(s) (including the Contractual Interest on Arrears), the Invoice Seller undertakes to immediately notify about this payment and transfer the corresponding amount to Investly account the latest within three (3) banking days from its receipt. In case of receiving money from the Invoice Seller, Investly shall transfer the corresponding amount from the account of the Invoice Seller to the account(s) of those Investor(s) who are entitled for receiving such amounts in accordance with the Invoice Discounting Agreement.

8.6. The Portal Operator shall record the assigned Claims and, in the case specified in Article 6.2 (i.e. Assignment of Claims with notification), send reminders to the e-mail of the Buyer with the request to pay the due Invoices and the Contractual interest on arrears.

8.7. If, with the consent of Investor(s), the Invoice Seller sends a credit invoice to the Buyer or reduces by any other means the amount payable by the Buyer according to the Invoice, or if the Buyer makes the Invoice Seller a proposal to get a discount, the Invoice Seller undertakes to pay the Investor(s) within five (5) Working Days from the implementation of such discount the amount which corresponds to the reduction made to the amount payable according to the Invoice or to the discount made. In order to pay the Investor(s) the corresponding amount, the Invoice Seller undertakes to transfer the relevant amount to its Investly account. In case of receiving money from the Invoice Seller, Investly shall transfer the corresponding amount from Investly account to the account(s) of those Investor(s) who are entitled for receiving such amounts in accordance with the Invoice Discounting Agreement. Firstly, the Portal Operator is entitled to deduct the Agreement fee (with VAT) from the amounts received from the Buyer for the payment of the Invoice.

8.8. The Invoice Seller undertakes to submit the Investor(s) the original credit invoice via Investly.

8.9. In case after the Buyer has paid the Invoice to the Investor(s), the latter is requested to pay VAT or any other tax due to interpretation or amendment of legislation, then the Invoice Seller is liable for the payment of such taxes.

9. Performance of Repurchase Obligation

9.1. In case of automatic Repurchase Obligation and in order to pay the Repurchase Price, the Invoice Seller undertakes to transfer to his/her Investly account, after the Repurchase deadline has fallen due, the amount corresponding to the Invoice amount (i.e. Repurchase price + Agreement fee with VAT) and the Late Payment Fee accumulated until that moment within three (3) Working Days from receiving the relevant Repurchase Obligation notification from the Portal Operator. In case the payment deadline for the corresponding payment falls on a public holiday or any other holiday, the payment deadline is deemed to be the first Working Day after such holiday.

9.2. In case of any other Repurchase Obligation, the Invoice Seller undertakes to pay the Investor the Repurchase price of the Claims, the Late Payment Fee accumulated until that moment, and Agreement fee with VAT within three (3) Working Days from receiving the relevant Repurchase Obligation notification from the Portal Operator, by transferring the relevant amount to his/her Investly account (i.e. Invoice amount + Late Payment Fee). In case the payment deadline for the corresponding payment falls on a public holiday or any other holiday, the payment deadline is deemed to be the first Working Day after such holiday.

9.3. While paying the Repurchase Price, Agreement Fee or Late Payment Fee pursuant to cases specified in Articles 9.1 or 9.2, the Invoice Seller shall add its Investly identification code and account number of the Portal Operator (EE637700771001388555, LHV Bank) to the description of the payment order. Payment description marked in the Payment Order has no legal effect to the Portal Operator. Payments made by the Invoice Seller shall be debited from the Invoice Seller's Investly account by the Portal Operator automatically as soon as the payment is received, and after the deduction of Agreement fee, it shall as soon as possible be transferred to Investly account(s) of Investor(s).

9.4. The Invoice Seller is deemed to have duly fulfilled its Repurchase Obligation and acquired the Claim back from the Investor, when the Invoice Amount, the payable Late Payment Fee and Interest on Arrears have been fully received to the Investly account of the Investor. Until the fulfilment of the Repurchase Obligation, the Claim's right of ownership belongs to the Investor and the Portal Operator has, on behalf of the Investor, the right to request the payment of the Invoice and Contractual interest on arrears also from the Buyer. Therewith, from the moment of the duly fulfilment of the Repurchase Obligation, the request for the payment of Contractual interest on arrears related to the Claim shall also be assigned back to the Invoice Seller, excl. the Contractual interest on arrears that the Buyer has already managed to pay to the Portal Operator as well as the representative of Investor(s).

9.5. When the Buyer has offset the Claims assigned to the Investor (including Contractual Interest on Arrears) against Claims to the Invoice Seller, the latter undertakes to perform the Repurchase Obligation, regardless of whether the offsetting was lawful or not.

9.6. The Investor and the Portal Operator have no obligation to notify the Buyer of the performance of Repurchase Obligation on behalf of the Invoice Seller.

10. Interest on Arrears

10.1. If the Invoice Seller delays in paying the Repurchase Price in case of Repurchase Obligation arising from the Invoice Discounting Agreement, or in paying any other amounts arising from the Invoice Discounting Agreement or the User Agreement, he/she undertakes to pay Interest on Arrears to the Investor(s).

10.2. At the end of the Auction, the Invoice Discounting Agreement is entered into with a fixed rate of Interest on Arrears, which is equal to the Interest Rate formed during the Auction. Interest on Arrears shall be paid as a percentage from the unpaid amount of Repurchase Price or any other fees or payments payable in accordance with the Invoice Discounting Agreement or User Agreement.

10.3. Interest on Arrears shall be calculated from the unpaid amount (balance) of the Repurchase Price or any other payment until the Repurchase Price has been fully paid, i.e. in case the Invoice Discounting Agreement expires, the obligation to pay Interest on Arrears on the outstanding amount of Repurchase Price (balance) at the moment of expiry of the Invoice Discounting Agreement remains valid until the payment obligation of the Repurchase Price has been duly performed, or on the balance of any other payment until it has been fully paid. Interest on Arrears shall be calculated on a daily basis, depending on the fact that a year has 365 days.

10.4. If the Buyer delays in paying the amounts indicated on the Invoice, the Portal Operator as the representative of the Investor(s) has the right (but not obligation) to require the Buyer to pay Contractual interest on arrears in accordance with Article 8.4 of the General Terms and Conditions. The implementation of the relevant right does not leave the Investor(s) without the right to request the Invoice Seller to pay the Interest on Arrears in case of delay in paying the Repurchase Price.

11. Other sanctions

11.1. The Investor is entitled to require the Invoice Seller to pay contractual penalty of up to two percent (2%) of the Invoice Amount, if any of the circumstances stated in Article 3.1 of the General Terms and Conditions of any confirmation of the Invoice Seller proves to be false.

11.2. Any breach of obligations brought out in Articles 7.1 to 7.3 of the General Terms and Conditions is deemed to be a material breach of the terms and conditions of the Invoice Discounting Agreement, for which the Portal Operator or the Investor(s) are entitled to require a contractual penalty from the Invoice Seller. Contractual penalty for an actual breach is up to twenty percent (20%) of the Sales Price of the specific Invoice, which shall be divided proportionally between the Investors in accordance with the ratio of the Purchase Amounts to the Sales Price of the Invoice.

11.3. Any breach of obligations brought out in Articles 7.4 to 7.6 of the General Terms and Conditions is deemed to be a material breach of the terms and conditions of the Invoice Discounting Agreement, for which the Portal Operator or the Investor(s) are entitled to require a contractual penalty from the Invoice Seller. Contractual penalty for an actual breach is five percent (5%) of the Sales Price of the specific Invoice, which shall be divided proportionally between the Investors in accordance with the ratio of the Purchase Amounts to the Sales Price of the Invoice.

11.4. If the Invoice Seller does not comply with the obligations arising from the Invoice Discounting Agreement and consequently, Investly sends on behalf of the Investor a notification to the Invoice Seller, then in case of every breach, Investly is entitled to claim compensation for its administration, and writing and sending of notification in accordance with the Price List.

12. Other Charges and Fees

12.1. The Invoice Seller must pay all fees in a timely and proper manner and compensate all losses, charges, costs and fees, the payment and/or compensation of which is, in accordance with Investly Terms and Conditions and General Terms and Conditions, the obligation of the Invoice Seller (including the fees, costs, charges and losses that need to be paid and/or compensated to the Portal Operator).

12.2. Unless the User Agreement provides otherwise, then in case the Invoice Seller delays in paying the charges and fees payable to the Portal Operator, he/she undertakes to pay Investly an interest on arrears of 0.1% per day on the outstanding amount. Interest on Arrears shall be calculated on the outstanding amount (balance) of the sum payable or until its full payment. Interest on Arrears shall be calculated on a daily basis, depending on the fact that a year has 365 days.

12.3. In case of a secured Invoice Discounting Agreement, the Invoice Seller is liable for paying the costs of the notarial guarantee agreement (especially notary fees).

13. Powers of the Portal Operator

13.1. The Investor hereby authorises the Portal Operator to conclude on behalf of the Investor Adjustment Agreement of the Invoice Discounting Agreement with the Invoice Seller only if the following conditions have been met:

13.1.1. The content of the Adjustment Agreement of the Invoice Discounting Agreement is setting a new Repurchase Term agreed by the Parties, provided that the Invoice Seller has paid interest on arrears for the deferred days of Repurchase term to Investly account and at the interest rate agreed upon in the Invoice Discounting Agreement, and that the said interest on arrears has been received to Investly account.

13.1.2. Conclusion of a payment plan for the payment of the Repurchase Price on condition that:

13.1.2.1. the number of instalments is twelve (12) or less, and

13.1.2.2. the entire Repurchase Price, Late Payment Fee and Interest on Arrears unpaid at the moment of concluding the payment plan shall be payable according to this plan.

13.2. Power of Attorney set out in Article 13.1 of the General Terms and Conditions has been issued with the right of subdelegation and shall be valid until the fulfilment of all obligations arising from the Invoice Discounting Agreement.

13.3. Hereby, the Invoice Seller authorises the Portal Operator to extend the failed Auction under the terms and conditions set out in Investly User Agreement. The Portal Operator is entitled to use the said right one (1) time within one (1) hour from the failure of the Auction.

14. Notification

14.1. All notifications between the Parties shall be sent via e-mail, using the corresponding e-mail of the User. The User shall send all notifications to the Portal Operator via e-mail to support@investly.co. If the Portal Operator has sent a notification to the User to a different e-mail than mentioned above, the User may send his/her message to the Portal Operator via e-mail, replying to the e-mail of the Portal Operator by using the "Reply" function.

14.2. Notification procedure brought out in Article 14 of the General Terms and Conditions shall be used only if the General Terms and Conditions or Investly Terms and Conditions provide for no other procedure.

14.3. The notifications are deemed to be received by the Parties on the basis of Investly Terms and Conditions.

14.4. The Invoice Seller shall inform the Portal Operator immediately, but no later than within five (5) Working Days of changes in his/her financial situation or any other circumstances that may directly or indirectly affect the Invoice Seller's performance of obligations arising from the Invoice Discounting Agreement (s), including, but not limited to:

14.4.1. if the owner of the Invoice Seller changes or significant changes take place among the shareholders or partners (incl. if one person acquires at least 10% (ten percent) of the share capital, stock capital, or votes determined by shares of the Invoice Seller);

14.4.2. if a decision is taken to reduce the share capital or stock capital of the Invoice Seller;

14.4.3. if the field of activity and location or contact information of the Invoice Seller changes;

14.4.4. if a decision is taken to start reorganisation or liquidation procedure against the Invoice Seller, or an application is submitted to the court for the declaration of bankruptcy of the Invoice Seller;

14.4.5. in case of merger, division, transformation, reorganisation, transfer of the company of the Invoice Seller or a part thereof;

14.4.6. in case of circumstances (including, but not limited to, present, future, potential or probable third-party claims, obligations of the Invoice Seller, court proceedings, negotiations, court decisions or investigative activities), which would cause material damage, loss or significant reduction of assets or impair the business of the Invoice Seller;

14.4.7. in case of any present or future Claims submitted (or that will possibly be submitted) against the Invoice Seller by the Tax and Customs Board (or any other public law organisation or institution);

14.4.8. in case any other events take place that affect or may affect the Invoice Seller's performance of obligations arising from the Invoice Discounting Agreement(s), and thus the measures taken by the Invoice Seller.

14.5. The Invoice Seller is obliged to inform the Portal Operator and Investor(s) immediately, but no later than within five (5) Working Days of any circumstances that may directly or indirectly affect the amounts payable by the Buyer in accordance with the Invoice Discounting Agreement, including, but not limited to:

14.5.1. of any claims of the Buyer, if they are related to the grounds or amounts of the assigned Claims;

14.5.2. of the Buyer's counterclaims against the Invoice Seller;

14.5.3. of the participation of the Buyer and the Invoice Seller in the same companies;

14.5.4. of information related to the solvency of the Buyer.

14.6. The Invoice Seller is obliged to inform the Portal Operator as the representative of the Investor(s) immediately, but no later than within five (5) Working Days via e-mail and in a digitally signed form of any changes in the data submitted to the Portal Operator or the Investor(s) or fixed in the agreements concluded with the Portal Operator and the Investor(s), including, but not limited to:

14.6.1. changes in the name, address or contact data of the Invoice Seller or his/her Representative;

14.6.2. changes in the personal data of the members of the management board or shareholders of the Invoice Seller.

14.7. Failure to disclose information in a timely manner of circumstances brought out in this chapter or changes in the data is deemed to be a material breach of the conditions of the Invoice Discounting Agreement, for which the Portal Operator (incl. as the representative of the Investors) is entitled to request the Invoice Seller to pay contractual penalty. Contractual penalty for an actual breach is up to twenty percent (20%) of the Sales Price. The abovementioned contractual penalty shall be payable within five (5) Working Days from the receipt of such request.

15. Conduct in case of payment problems

15.1. In case the Buyer fails to fully pay the Invoice before its payment deadline, the Portal Operator shall engage in the recovery of Claims (incl. Contractual interest on arrears) from the Buyer on behalf of the Investor(s) at his/her own discretion, carrying out, inter alia, the following operations:

15.1.1. send reminders, statements of holdings and warnings to the Buyer in a manner of forwarding notifications set out in the User Agreement or Invoice Discounting Agreement or by other means;

15.1.2. communicate the data of the Buyer to third persons in accordance with the procedure set out in the User Agreement or Invoice Discounting Agreement or by other means (incl. to the Payment Default Register of AS Krediidiinfo);

15.2. if the Repurchase Obligation arises and the deadline for the payment of the Repurchase Price and Agreement fee are exceeded, calculate the Interest on Arrears set out in Article 10 of these General Terms and Conditions.

15.3. The first payment made after a delay shall be used for the payment of all fees (incl. Agreement fee) and charges, then for the payment of the Late Payment Fee and Interest on Arrears set out in the Invoice Discounting Agreement, and at last, for the payment of the Repurchase Price.

15.4. If the amount transferred to the Investly account by the Invoice Seller is not sufficient for the payment of all costs (incl. Repurchase Price) arising from the Invoice Discounting Agreement entered into on the basis of the Sales Offer, the amount available on the Investly account of the Invoice Seller shall be divided proportionally between the Investors in accordance with the ratio of the Purchase Amounts agreed upon in the Invoice Discounting Agreement to the Sales Price of the Invoice.

15.5. In case of a payment default of the Invoice Seller or the Buyer, the Portal Operator shall send the relevant information to the Payment Default Register of AS Krediidiinfo. The data to be forwarded includes the Invoice Seller's or the Buyer's business name, registry code, payment default start and end date, size of payment default and data on the nature of this contractual relationship, from which the payment default arises. AS Krediidiinfo is entitled to communicate the said data to credit institutions and other persons for an actual fee and on the basis of a long-term contract, if such institutions and persons have legitimate interest in the solvency of the persons entered in the registry. People with legitimate interest shall be communicated the following information on the person subject of the inquiry: payment default start and end date, approximate size of payment default and the sector from which the payment default originates. In case of a wrongful payment default entry published on the webpage of AS Krediidiinfo, the Invoice Seller or the Buyer are entitled to submit a challenge for the deletion of such entry from the payment default register. The purpose of data processing is to enable the Invoice Seller and the Buyer to control and pay their own payment defaults, and to enable the credit institutions to rely on the published information upon making credit decisions.

15.6. If the Invoice Seller does not fulfil any monetary obligation (incl. the obligation to pay the Repurchase Price or penalties) arising from the Invoice Discounting Agreement, Investly User Agreement or any other document related to the Invoice financing in a timely and proper manner, then the Portal Operator shall assess, whether the fulfilment of such claims is possible and probable in the Republic of Estonia.

15.7. If the Portal Operator estimates that the condition set out in Article 15.6 of the General Terms and Conditions is met, then all claims of the Investor arising from the Invoice Discounting Agreement and already due shall be automatically transferred to the Portal Operator together with collateral claims (Entire Claim) at the moment when the assessment described in previous article is made. That also applies in case of Secured or Suretyship Invoice Discounting Agreement, if the Invoice Seller or the User providing surety has set a security in favour of the Portal Operator as a security of claims arising from the Invoice Discounting Agreement. In that case, all other claims of the Investor arising from the Invoice Discounting Agreement and becoming collectible later shall be automatically transferred to the Portal Operator together with collateral claims at the moment when they become due.

15.8. The purpose of transfer of the Entire Claim formed under Article 15.7 is to exercise the mandate granted by the Investor for the registration, maintenance and disposal of the security of the Invoice Discounting Agreement, and also for the recovery of the Entire Claim, in the course of which the Portal Operator is entitled to, on his/her own behalf or on behalf of the Investor(s) and at the expense of the Invoice Seller, take any measures and make any steps that the Portal Operator considers necessary or advisable at his/her own discretion in order to achieve the performance of the relevant monetary obligation, and to use any legal remedies for such purposes. The Entire Claim shall be assigned indefinitely and it is not possible to recover it.

15.9. Among other things and for the purposes described in Article 15.8, the Portal Operator is entitled to, at his/her discretion:

15.9.1. send reminders, statements of holdings and warnings (including bankruptcy cautions) to the Invoice Seller in a manner of forwarding notifications set out in the User Agreement or Invoice Discounting Agreement or by other means;

15.9.2. communicate the data of the Invoice Seller to third persons in accordance with the procedure set out in the User Agreement or Invoice Discounting Agreement;

15.9.3. initiate judicial or arbitral proceedings, enforcement, bankruptcy or other insolvency procedures as stipulated by law and in compliance with the Terms and Conditions, and participate in relevant proceedings as the representative of the Investor(s) and on behalf of the Investor(s) and/or on behalf of the Portal Operator;

15.9.4. restrict the rights of the Invoice Seller upon using the Investly portal;

15.9.5. extraordinarily cancel the Invoice Discounting Agreement in accordance with the procedure set out in the Invoice Discounting Agreement or by any other means provided for by legislation; or

15.9.6. if the said obligation is secured or a suretyship has been given for securing the obligation, organise the realisation of such security or suretyship in accordance with the procedure laid down by law and the agreement granting the suretyship.

15.10. If the Portal Operator communicates the respective notice (Assignment Notice) to the Invoice Seller and the User providing surety in accordance with the procedure laid down by the User Agreement or Invoice Discounting Agreement, the respective Entire Claim against the Invoice Seller is deemed to be automatically assigned to the Portal Operator from the moment when the addressee has received the Assignment Notice in accordance with the User Agreement or the Invoice Discounting Agreement.

15.11. Hereby, the User shall give the Portal Operator instructions, consent and mandate with the right of subdelegation to carry out, in order to collect the Entire Claim and in addition to the previously mentioned Articles of the General Terms and Conditions, any operations and/or transactions, on behalf of the Investor and as his/her representative or on the Portal Operator's own behalf, what the Portal Operator estimates necessary so that the assignment described in Articles 15.7 and 15.8 of the General Terms and Conditions would be valid.

15.12. The Portal Operator is entitled to authorise third persons in order to collect the Entire Claim assigned to him/her, if the economic or professional activities of such persons involve the collection of debts and the provision of related services (incl. lawyers, persons providing collection services, bailiffs or other).

15.13. If more than one Invoice Discounting Agreement has been entered into for financing the respective project, the Portal Operator shall carry out the abovementioned procedures and measures simultaneously in relation with all relevant Invoice Discounting Agreements.

15.14. If in accordance with the Invoice Discounting Agreement or another document related to the Invoice financing, the Investor shall assess the occurrence of any circumstance event or condition, the Portal Operator shall give the corresponding assessment on behalf of the Investor at his/her reasonable discretion.

15.15. The Invoice Seller shall bear all necessary and reasonable costs incurring from the collection of the Entire Claim, the registration, maintenance and disposal of the security of the Invoice Discounting Agreement, incl. costs for legal assistance, charges of the collection service providers, court proceedings, incl. the expedited procedure of the payment order, also notary and registration fees, and costs and fees arising from the provision of services related to the collection of claim on behalf of the Portal Operator in accordance with the valid Price List.

15.16. If the Portal Operator estimates that the condition set out in Article 15.6 of the General Terms and Condition, then the assignment of the Entire Claim set out in Articles 15.7 and 15.8 of the General Terms and Conditions to the Portal Operator shall not take place, and the Portal Operator shall immediately communicate this via Investly portal to all Investors related to the Entire Claim. In such case, the Portal Operator shall not engage in, on behalf of the Investor(s) and/or on his/her own behalf, the registration, maintenance and disposal of the security of the Invoice Discounting Agreement or the collection of the Entire Claim. Even if it turns out later that the performance of the Entire Claim is either fully or partially possible in the Republic of Estonia, it shall not bring about any obligations or liability of the Portal Operator towards Investors.

15.17. After the assignment of the Entire Claim as provided for in Articles 15.7 and 15.8 of the General Terms and Conditions, the Portal Operator shall continuously act in the interest of the Investor(s) with regard to the assigned claims. The Portal Operator is not permitted to transfer the amounts received as a result of the recovery order, the Entire Claim acquired from the Investor(s) or part thereof to third persons or dispose it for any other purposes than the ones provided for in this Article. After receiving the amounts of money as a result of the collection, the Portal Operator is obliged to inform the Investor(s) of such receipt and transfer the corresponding amounts to the Investly account(s) of the Investor(s) (after having deducted and paid all related costs and fees, whereas the Portal Operator has, inter alia, the right to firstly deduct the Agreement Fee with VAT).

15.18. The Portal Operator may not implement or terminate the steps and/or measures taken for the collection of the Entire Debt, if according to him/her, the satisfaction of the recoverable claim as a result of such steps and measures is not probable or the benefit likely received as a result of such steps and measures is smaller or similar to the estimated costs of those steps and measures. Additionally, the Portal Operator may terminate the steps and/or measures, if the Invoice Seller or User providing surety has paid the Repurchase price and collateral claims to the extent that is at least equal to 100% of the corresponding Repurchase Price and the debt has not been fully paid within 180 days from the incurrence of the Repurchase Obligation. The Portal Operator shall inform the Investor of the termination or non-implementation of such steps and/or measures in accordance with the procedure laid down in the User Agreement of Invoice Discounting Agreement. After forwarding the abovementioned notice and at the Investor's request and expense, the Portal Operator may (but does not have to) assign back to this Investor the Entire Claim previously assigned to the Portal Operator by the same Investor.

16. Reporting

16.1. The Invoice Seller is able to access the important information related to the Invoice financing transactions at his/her Investly account and see, inter alia, the following information:

16.1.1. paid interest, interest on arrears, fees and other charges;

16.1.2. overview of ongoing and future receipts and payments.

16.2. The Investor is able to access the important information related to the Invoice financing transactions at his/her Investly account and see, inter alia, the following information:

16.2.1. rate of return of investments;

16.2.2. interests received;

16.2.3. overview of ongoing payments and receipts;

16.2.4. overview of income receivable in the future.

17. Extraordinary Cancellation of the Invoice Discounting Agreement

17.1. The Investor or the Portal Operator as the representative of the Investors is entitled to cancel the Invoice Discounting Agreement extraordinarily, if:

17.1.1. The Invoice Seller has submitted false data to the Portal Operator or the Investor, the confirmation submitted by the Invoice Seller to the Portal Operator or the Investor turns out to be false or the Invoice Seller has failed to submit information which has material impact on the Invoice Seller's or Buyer's performance of obligations arising from the Invoice Discounting Agreement or the Agreement;

17.1.2. The Invoice Seller fails to duly perform his/her Repurchase Obligation and/or the related obligations arising from the Invoice Discounting Agreement (incl. the obligation to pay the Repurchase Price);

17.1.3. The Invoice Seller does not perform his/her obligations arising from the Invoice Discounting Agreement and/or does not reply to reminders and warnings sent by the Investor or the Portal Operator on behalf of the Investor with regard to compliance with the conditions of the Invoice Discounting Agreement;

17.1.4. The Invoice Seller does not inform the Portal Operator as the representative of the Investor immediately, but no later than on the day of submission of the application, of its intention to turn to court in order to initiate his/her own reorganisation or bankruptcy proceedings;

17.1.5. if a merger, division, transformation, reorganisation, transfer of the company of the Invoice Seller or a part thereof takes place without the prior written consent of the Investor;

17.1.6. the security given for the performance of the Invoice Seller's obligations arising from the Invoice Discounting Agreement cannot be disposed of or the grantor of security refuses to perform the security agreement

17.2. The Investor shall inform of the extraordinary cancellation of the Invoice Discounting Agreement via e-mail by sending the Invoice Seller and the Portal Operator simultaneously a digitally signed declaration of intention addressed to the Invoice Seller at least one (1) Working Day in advance. The Invoice Discounting Agreement is then deemed to be cancelled in respect of all the parties, even without the submission of declarations of intention on their behalf.

17.3. In case of cancellation of the Invoice Discounting Agreement, the Invoice Seller will be subject to Repurchase Obligation with regard to all Claims assigned to Investors, which at the moment of cancellation of the Invoice Discounting Agreement are fully or partially unpaid by the Buyers. The Repurchase Price of the Claims shall be the amount of Invoices reflecting the Claims to the extent that is unpaid by the Buyer at the moment of cancellation of the Invoice Discounting Agreement. Also, the Invoice Seller undertakes to pay the Investor and the Portal Operator all outstanding monetary obligations arising from the Invoice Discounting Agreement or the User Agreement, including the Interest on Arrears, Late Payment Fee, contractual penalties, written reminder fees, other fees and all losses and costs of the Investor incurred as a result of concluding, performing and cancelling the Invoice Discounting Agreement.

18. Amendments to the Invoice Discounting Agreement

18.1. All amendments to the Invoice Discounting Agreement shall be made in writing in accordance with the procedure laid down in Article 18 of the General Terms and Conditions. If the Portal Operator uses his/her right to amend the Invoice Discounting Agreement granted to him/her by the General Terms and Conditions, the Portal Operator may, on behalf of the Investor or the Invoice Seller, send amendment proposals to other parties to the Invoice Discounting Agreement and accept the received declarations of intention in a format which can be reproduced in writing in accordance with the procedure laid down in Article 18 of the General Terms and Conditions.

18.2. The amendment proposal to the Invoice Discounting Agreement shall be forwarded by the Party or the Portal Operator on behalf of this Party with a digitally signed notification via e-mail to the other Party of the Invoice Discounting Agreement and the Portal Operator. In case of acceptance of amendments to the Agreement, the Party or the Portal Operator on behalf of this Party shall forward a digitally signed notification via e-mail to the other Party and the Portal Operator. If the Invoice Discounting Agreement has more than two Parties, then everything set out in the corresponding Article shall be applied to all parties simultaneously and similarly. The amendment made to the Invoice Discounting Agreement shall be valid only if all parties to the Invoice Discounting Agreement properly accept this amendment.

18.3. The Portal Operator is entitled to request the User to pay a fee for making an amendment to the Invoice Discounting Agreement in accordance with the Price List.

19. Disputes

19.1. Regardless of confirmations given in this Invoice Discounting Agreement, the Portal Operator shall inform the Parties of any dispute coming to light and the Invoice Seller shall also inform the Portal Operator and the Investor of any Disputes with the Buyer.

19.2. If a Dispute arises, the Invoice Seller undertakes to settle the dispute and perform his/her obligations under the Agreement.

20. Parts of the Invoice Discounting Agreement

20.1. The parts of the Invoice Discounting Agreement are the Sales Offer, Purchase Offer and General Terms and Conditions of the Invoice Discounting Agreement. All amendments and annexes of the Invoice Discounting Agreement are also deemed to be part of the Agreement.

20.2. In so far as the relations between the parties to the Invoice Discounting Agreement are not regulated by Sales or Purchase Offers or the General Terms and Conditions, they shall be, from the moment of entering into the Invoice Discounting Agreement, subject to the provisions of Investly User Agreement, which forms an integral part of the Invoice Discounting Agreement. The Terms and Conditions of Investly User Agreement are available at Investly webpage at investly.co.

21. Final Provisions

21.1. The Invoice Seller and the Investor shall keep the confidentiality of any information that became aware to them with the Invoice Discounting Agreement and the conclusion thereof, and shall not disclose it to any third persons, unless if this third person is the grantor of surety or guarantee, or the owner of the property encumbered with a security in favour of the Portal Operator, or if he/she has the right of information in accordance with the legislation of the Republic of Estonia.

21.2. Sale and Purchase Offers as well as the Invoice Discounting Agreement are subject to substantive and procedural law of the Republic of Estonia.

21.3. The Parties shall settle all disputes arising from the Agreement in good faith through negotiations. If the dispute cannot be settled through negotiations, it shall be resolved in Harju County Court pursuant to the procedure set out in the legislation of the Republic of Estonia.

21.4. The Invoice Discounting Agreement is deemed to be automatically concluded and it shall enter into force at the time of expiry of the Sales Offer stipulated in the Sales Offer, unless the Auction fails (incl. in cases where the total amount of the Sales Prices of the Purchase Offers (i.e. Acceptances) submitted with regard to the Sales Offer does not exceed the Minimum Sales Price set out in the Sales Offer). The Invoice Discounting Agreement shall be valid until the full payment of the Invoice amount and accessory obligations on behalf of the Buyer, or until the full payment of the Repurchase Price, calculated interest, other accessory obligations and costs to the Investor by the Invoice Seller via Investly.

21.5. These General Terms and Conditions have been drawn up in Estonian. The English version of these General Terms and Conditions is a translation and upon interpreting the content of General Terms and Conditions, the original version, i.e. the Estonian text shall be prevailing.