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INVESTLY.CO

Auctions regarding invoices from Estonian based companies are brought to you and mediated by Investly Holding OÜ in which case Investly Holding 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 Holding OÜ) General Terms of Use - valid until 03.11.2018
Estonia (Investly Holding OÜ) General terms and conditions of the invoice discounting agreement - valid until 03.11.2018
Estonia (Investly Holding OÜ) Investly General Terms - valid from 04.11.2018


Estonia (Investly Holding OÜ) General Terms of Use - valid until 03.11.2018

By registering as the user of investly.co website, you confirm that you have read the terms and conditions of Investly User Agreement (hereinafter the Terms and Conditions and the User Agreement), agree to the Terms and Conditions, and undertake to comply with these Terms and Conditions.

The Terms and Conditions shall be applicable to all legal relations between the Users of investly.co portal or the Users of investly.co portal and Investly Holding OÜ (hereinafter jointly referred to as the "Parties").

Investly domain, investly.co portal and all of its content is the copyright of Investly Holding OÜ. The User is not permitted to store, copy, modify, transmit or forward the pages or the content of the portal content for any purpose other than personal use to the extent that does not exceed the statutory limit set for the free use of works.


1. Definitions

1.1. General Definitions

Portal Operator - Investly Holding OÜ, registration number 12710066, address Kotzebue 13a, Tallinn 10412, e-mail support@investly.co.

Investly – an e-service environment located on the Internet at investly.co and administered by the Portal Operator, through which the Users will be able to finance invoices in participating in Auctions, 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 Invoice Discounting Agreements or making other declarations of intention and granting confirmations in the Investly environment is equivalent to the User’s signature.

Bank account – an 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. Users send the Portal Operator messages via e-mail to the following account: support@investly.co.

Username – the first name and surname of the User, 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 Invoice Discounting 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 Purchase Offer through Investly, or (b) concluded a Invoice Discounting Agreement as an acquirer of claims arising from an Invoice and the underlying Agreement. 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 to acquire claims arising from Invoices and the underlying Agreements. 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 Sales and Purchase Offers, concluding Invoice Discounting Agreements and keeping account of transactions made on the basis of the User Agreement and Invoice Discounting Agreements via Investly, including upon the payment of purchase amounts and fees by the Investor and the payment thereof to 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 Invoice Discounting Agreement between the Users, in the course of which Invoice Discounting 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 public holiday.

1.2. Invoice Financing Definitions

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

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

Agreement – an agreement 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.

Invoice Discounting Agreement – a Invoice Discounting 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 Agreement indicated on the relevant Invoice to the Investor(s) who is/are a counterparty to the Invoice Discounting Agreement.

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

Purchase Offer – acceptance of a Sales Offer by other User(s) in Investly.

Invoice seller – a legal person registered in a European Union Member State or Switzerland, who makes a Sales Offer or concludes a Invoice Discounting Agreement via Investly. The Portal Operator shall verify 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 Buyer is obligated to pay to the Invoice Seller under the Agreement.

Claims – financial claims arising from the Agreement 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.

Buyer – 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 Agreement.

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 Invoice Discounting Agreements.

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

Secured Factoring – a Invoice Discounting 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 Invoice Discounting Agreement.

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


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, 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 fulfilment 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 or Invoice Discounting Agreement if it becomes evident that:

  • 2.2.1. the User violates the Terms and Conditions or obligations of the User;
  • 2.2.2. the User has submitted 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. Sales or Purchase Offer is contrary to good morals or applicable legislation.

3. Entry Into Investly and Conclusion of a 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 and Conditions and thereby undertake to comply with the Terms and Conditions.

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 that case, the legal person registered as a User shall be connected to the respective natural person User account in Investly.

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 or information submitted by the User 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 User's e-mail address by other Users or the Portal Operator shall be considered as received by the User after 24 hours have passed from sending. Users send the Portal Operator messages via e-mail to the following account: support@investly.co.


4. Entry into Invoice Discounting Agreements

4.1. Using Investly for entry into Invoice Discounting Agreements

  • 4.1.1. 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.
  • 4.1.2. The Invoice Seller shall pay for the services provided by the Portal Operator in accordance with the applicable Price List.
  • 4.1.3. 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.
  • 4.1.4. 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).

4.2. Responsibilities and Liability of Portal Operator

  • 4.2.1. 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 relevant information.
  • 4.2.2. The Portal Operator shall not carry out a legal analysis of the Invoices and other documents (including of the Agreement and applicable law or jurisdiction) 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.
  • 4.2.3. The Portal Operator shall in no case be responsible for the correctness of the information submitted by the Users.
  • 4.2.4. 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.

4.3. Determination and Use of Credit Limit for Financing Invoices

  • 4.3.1. 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 Invoice Discounting 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 Invoice Discounting 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.
  • 4.3.2. 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.

4.4. Invoice

  • 4.4.1. Via Investly, Sales Offers may only be made for Invoices which have been issued in euros by the Invoice Seller.
  • 4.4.2. Via Investly, Sales Offers may strictly be made only for Invoices, which is based on an Agreement subject to the legislation of the Republic of Estonia. 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 Buyer 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.
  • 4.4.3. The Invoice shall be correctly entered in the Investly portal by the Invoice Seller and a copy of the Invoice shall be uploaded.
  • 4.4.4. 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).
  • 4.4.5. 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).
    • 4.4.5.1. Reference to the Agreement (Order);
    • 4.4.5.2. Date of issue of Invoice;
    • 4.4.5.3. The invoice payment term and due date;
    • 4.4.5.4. Invoice currency;
    • 4.4.5.5. The delivery terms and the place of delivery of goods or provision of services.
  • 4.4.6. The Invoice shall be presented in a format which can be reproduced in writing, 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 Buyer), 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.
  • 4.4.7. 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.
  • 4.4.8. The Buyer 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.
  • 4.4.9. In addition to the non-fulfilment of the requirements specified in Article 4.4 of the Terms and Conditions, 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:
    • 4.4.9.1. The payment term indicated on the Invoice exceeds the Maximum Payment Term;
    • 4.4.9.2. 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;
    • 4.4.9.3. The Invoice has been issued on the basis of instalments or with a payment schedule;
    • 4.4.9.4. The Buyer or the Invoice Seller has notified the Investor or the Portal Operator of the amendment and/or termination of the Agreement;
    • 4.4.9.5. The Invoice Seller or the Buyer do not fulfil or have not fulfilled the obligations assumed under the Agreement;
    • 4.4.9.6. Bankruptcy proceedings have been initiated against the Invoice Seller or the Buyer;
    • 4.4.9.7. A competent representative body of the Invoice Seller or the Buyer has adopted a decision to discontinue the activities of the company;
    • 4.4.9.8. The Invoice Seller or the Buyer is merged, divided or restructured;
    • 4.4.9.9. The Invoice Seller or the Buyer has unpaid state taxes;
    • 4.4.9.10. According to data obtained from Krediidiinfo AS or any other reliable source, the Invoice Seller or the Buyer has failed to fulfil obligations arising from credit or security agreements towards credit or financing institutions;
    • 4.4.9.11. The management board, executive management or circle of owners of the Invoice Seller and the Buyer includes the same persons or close relatives of the aforesaid persons;
    • 4.4.9.12. The Invoice Seller and the Buyer may be construed as a parent company, subsidiary or associated company or the Invoice Seller has common interest with the Buyer due to a significant holding in the latter;
    • 4.4.9.13. The Invoice Seller does not have enough free Credit Limit;
    • 4.4.9.14. 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 Agreement indicated on the Invoice, including the adherence to the payment discipline by the Invoice Seller or the Buyer;
    • 4.4.9.15. The Invoice amount is smaller than the Minimum Invoice Amount;
    • 4.4.9.16. 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.

4.5. Invoice Sales Price and Interest

  • 4.5.1. The maximum interest of the Invoice Discounting 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.
  • 4.5.2. 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 Agreement indicated on the Invoice at a lower sales price (the Minimum Sales Price) in the maximum extent of the respective interest.
  • 4.5.3. 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 Agreement 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 - Agreement Fee, incl. VAT) / (1 + Maximum Interest / 365 * Invoice Financing Period).
  • 4.5.4. The Maximum Invoice Financing Period shall be the number of days from the end of the Auction until the Repurchase date.
  • 4.5.5. 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 rate determined in the course of the Auction (the Interest rate).
  • 4.5.6. The Interest Rate is the annual interest rate 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 Agreement indicated on the Invoice from the Invoice Seller.
  • 4.5.7. The Interest Rate 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.
  • 4.5.8. Rate of Interest on Arrears is the final annual rate of interest on arrears generated during the Auction, which the seller of the Invoice is obliged to pay the Investor in case of any delay in the performance of a payment obligation set out in the Invoice Discounting Agreement for the delay of each respective payment. The Rate of Interest on Arrears is equal to the Interest Rate.
  • 4.5.9. Upon financing an Invoice, interest shall not be charged on the Agreement fee payable to Investly by the Invoice Seller (see the formula in Article 4.5.3).
  • 4.5.10. The Sales Price is the price determined in the course of the Auction, for which the Invoice Seller assigns the Claims arising from the Agreement indicated on the Invoice to the Investor(s) who made the winning offer(s).

4.6. Terms and Conditions of Making Sales Offers

  • 4.6.1. A precondition to financing an Invoice via the Investly portal is the submission of at least the following documents and data:
    • 4.6.1.1. the Invoice to be financed;
    • 4.6.1.2. The Buyer’s confirmation of the Invoice concerning the correctness and acceptance thereof for payment (confirmation by e-mail is acceptable);
    • 4.6.1.3. Valid e-mail address of the Buyer.
  • 4.6.2. An Invoice Seller can only make a Sales Offer for Invoices which have been issued to a Buyer who has been previously entered in the list of Buyers approved by the Portal Operator (the List of Buyers).
  • 4.6.3. The List of Buyers 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 Invoice Discounting Agreements via the Investly portal.
  • 4.6.4. If an Invoice Seller wishes to finance an Invoice issued to a person not entered in the List of Buyers, 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 Buyer in the List of Buyers together with the Buyer'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 agreement, previous agreements, orders etc.). The Portal Operator shall notify the Invoice Seller of the entry of the Buyer to the List of Buyers or refusal therefrom within three (3) Working Days from the receipt of the application.
  • 4.6.5. 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).
  • 4.6.6. Acceptance is the Portal Operator’s confirmation that the Invoice is in accordance with the requirements set out in the Terms and Conditions and in the Invoice Discounting Agreement. In the course of Acceptance, the Portal Operator shall also establish the Maximum Interest Rate 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.
  • 4.6.7. In the course of Acceptance, the Portal Operator shall not carry out a legal analysis of the Invoice and other documents (including of the Agreement and applicable law or jurisdiction) submitted by the Invoice Seller and shall not be liable for consequences arising therefrom.
  • 4.6.8. Before making a Sales Offer, the Invoice Seller shall first submit a digitally signed application (the Application) to the Portal Operator for the Acceptance of the Invoice, submitting the documents and data specified in Article 4.6.1 of the Investly Terms and Conditions and previously establishing the following important terms and conditions for making the Sales Offer:
    • 4.6.8.1. The amount and number of the Invoice;
    • 4.6.8.2. The name of the Buyer (i.e. the invoice addressee);
    • 4.6.8.3. Auction end date;
    • 4.6.8.4. The due date and the issue date of the Invoice;
    • 4.6.8.5. The due date of Automatic Repurchase.
  • 4.6.9. If the Buyer'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 Buyer and obtain the respective confirmation from the Buyer by phone or e-mail or in digitally signed format.
  • 4.6.10. If the Portal Operator determines that the Invoice or the documents annexed thereto do not meet the terms and conditions established in Article 4.4 or 4.6 of the Terms and Conditions, the Portal Operator shall not give Acceptance to the Invoice. In 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.
  • 4.6.11. 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 Buyer in any manner in order to verify the existence of the Invoice to be financed, the receipt of the Invoice by the Buyer and the acceptance of payment, and whether services have been rendered or goods sold pursuant to the Invoice, what kind of legislation is this Agreement subject to, 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.

4.7. Making of Sales Offers and Purchase Offers

  • 4.7.1. Invoice Discounting Agreements can only be entered into as a result of Auctions via Investly.
  • 4.7.2. A Sales Offer shall be made in written format and must contain a copy of the Invoice, the Buyer's confirmation of the Invoice, the details of the Buyer and the Invoice, and the payment terms and conditions.
  • 4.7.3. 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.
  • 4.7.4. 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 rate of interest on arrears payable by the Invoice Seller upon delaying in the payment of amounts payable by the Invoice Seller (the Maximum Rate of Interest on Arrears), and the end date of the Auction.
  • 4.7.5. Maximum Rate of Interest on Arrears is the maximum annual rate of interest on arrears accepted by the Seller of the Invoice, which the Seller of the Invoice is willing to pay the Investor in case of any delay in the performance of a payment obligation set out in the Invoice Discounting Agreement for the delay of each respective payment. The Maximum Rate of Interest on Arrears is equal to the Maximum Interest Rate.
  • 4.7.6. 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 Invoice Discounting Agreements shall be entered into as a result of that Auction.
  • 4.7.7. 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 Invoice Discounting Agreement. After the verification, the Portal Operator shall launch an Auction in Investly, which shall last until the date specified in the Sales Offer, i.e. until the end date of the Auction (included). A Sales Offer shall be deemed as a binding Offer (the Offer) to all Users.
  • 4.7.8. 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 Buyer who is the receiver of the Invoice).
  • 4.7.9. 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 Article 4.7.8. In addition, the Investors may ask the Invoice Seller questions which together with the replies will be visible to all the Users.
  • 4.7.10. Every User shall see the Purchase Offers made in real time, including highlighted Purchase Offers that would be the winning offers if the Auction were to end at that moment of time.
  • 4.7.11. Investors shall be able to make Purchase Offers during the Auction by specifying the offered purchase amount (the Purchase Amount) and the offered minimum Interest (the Minimum Interest) as well as the minimum rate of interest on arrears (the Minimum Rate of Interest on Arrears). On the basis of the Minimum Interest Rate, 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.
  • 4.7.12. Purchasing Amount is the amount stated in the Purchasing Offer, for which the Investor wishes to partially of fully acquire the Claims from the seller of the Invoice.
  • 4.7.13. Minimum Interest Rate, i.e. the rate of return on investment is the minimum annual interest rate stated in the Purchasing Offer, with which the Investor agrees to finance the Invoice either partially or fully to the extent of the Purchasing amount.
  • 4.7.14. Minimum Rate of Interest on Arrears is the minimum annual rate of interest on arrears accepted by the Investor, which the seller of the Invoice is obliged to pay the Investor in case of any delay in the performance of a payment obligation set out in the Invoice Discounting Agreement for the delay of each respective payment. The Minimum Rate of Interest on Arrears is equal to the Minimum Interest Rate.
  • 4.7.15. The Maximum Sales Price is the maximum price for which the Investor wishes to acquire the Claims fully or partly to 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 - Agreement Fee, incl. VAT) / (1 + Minimum Interest / 365 * Invoice Financing Period).
  • 4.7.16. 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 bigger than the Invoice amount – the Agreement fee, incl. VAT.
  • 4.7.17. The Investor can make a Purchase Offer only to the extent of the unreserved amount on the Investor’s Investly account.
  • 4.7.18. 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 Article 4.10 of these Investly Terms and Conditions and the Sales Price, Interest Rate and Rate of Interest on Arrears determined 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 respective User’s signature. The Purchase Offer, confirmed with the Investly password, i.e. signed, shall remain valid and binding for the User who made the Purchase Offer until the end of the respective Auction after all the Invoice Discounting Agreements have been concluded or when, according to the methods for determining the Auction results as stipulated in Article 4.10 of these Terms and Conditions, better binding Purchase Offers have been made than the respective User’s Purchase Offer at least to the extent of the Sales Price determined in the course of that Auction.
  • 4.7.19. In order to make a Purchase Offer, the User making the offer shall need to have unreserved funds to 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 made the Purchase Offer.
  • 4.7.20. The User shall not be able to use the reserved amount to make new Purchase Offers or transfer it from their Investly account, except to the Investly account of the Invoice Seller upon entry into a Invoice Discounting Agreement on the basis of the respective Purchase Offer. The reservation shall expire if the Auction ends without entry into a Invoice Discounting 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 and conditions of the User Agreement, including to use the amount to make new Purchase 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.
  • 4.7.21. In case the Portal Operator extends the Auction in accordance with the conditions set out in Article 4.10, then the Portal Operator shall send the Investor(s) who made a Purchase Offer during the failed Auction of the respective Invoice an automatic notification via Investly about the extension of the Auction, in which the Investor(s) can take part by submitting a new Purchase Offer.
  • 4.7.22. The User cannot modify or withdraw the Purchase Offer made during the Auction. The Purchase Offer of the User is binding to the Investor from the moment of its proper submission.

4.8. Special Provisions for Surety Factoring

  • 4.8.1. 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).
  • 4.8.2. 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 Kotzebue 13a, Tallinn 10412, Estonia.
  • 4.8.3. The User acting as surety shall ensure the identification of their person before the end of the Auction at the latest.
  • 4.8.4. 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.

4.9. Special Provisions for Secured Factoring

  • 4.9.1. It shall be possible to enter into a Invoice Discounting Agreement secured by a possessory pledge, registered security over movables, pledge of rights, mortgage or commercial pledge.
  • 4.9.2. 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 Invoice Discounting Agreement to be signed between the Invoice Seller and the Investor(s).
  • 4.9.3. The costs related to establishing the security, incl. notary fees, shall be covered by the Invoice Seller.
  • 4.9.4. 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.

4.10. Entry into Invoice Discounting Agreements

  • 4.10.1. In order to submit a Sales or 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.
  • 4.10.2. The Invoice Discounting Agreement shall be deemed automatically entered into as of the end of the Auction between the Users who presented the respective declaration(s) of intention (offer(s) and acceptance(s)) on the basis of the Purchase Offers that won the Auction.
  • 4.10.3. Investly shall register all the Purchase Offers made in the Auction in chronological order. The time in the Investly system shall thereat be decisive.
  • 4.10.4. Upon determining the results of an Auction, the Purchase Offer whose offered Minimum Interest Rate is lower than the interest rates 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 Rates. In the event that the Minimum Interest Rates of two or more Purchase Offers are 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 User(s) who made the respective Purchase Offer(s) shall be deemed as successful Investor(s).
  • 4.10.5. Invoice Discounting 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 the Sales Offer and in Article 4.10.4 so that a Invoice Discounting 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 Invoice Discounting 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 – the Agreement fee, incl. VAT. If the entry into a Invoice Discounting 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 Invoice Discounting Agreements to exceed the Sales Price as at the end of the Auction, the Invoice Discounting 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 Invoice Discounting Agreements entered into on the basis of one Sales Offer is equal to the Sales Price as at the end of the Auction.
  • 4.10.6. In the event that more than one Purchase Offer wins the Auction and the Minimum Interest Rate offered in the respective Purchase Offers is different, the Invoice Discounting Agreements shall be entered into with the same interest rate as the highest Minimum Interest Rate (the Interest Rate) offered in the winning Purchase Offers, i.e. the interest rate of all the winning Purchase Offers shall be raised to the same level as the highest Minimum Interest Rate offered among the winning Purchase Offers.
  • 4.10.7. 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 Invoice Discounting Agreements shall be entered into on the basis of the Sales Offer.
  • 4.10.8. In case the Invoice financing and assignment of Claims at the Auction didn't take place due to the failure of the Auction, the Portal Operator has the right to extend the respective Auction on behalf of the Invoice Seller, i.e. make a new binding Sales Offer to the Users on behalf of the Invoice Seller, in which the Portal Operator sets out a new Auction end date and Repurchase deadline so that the number of days of the Repurchase deadline, the Sales Price and the Maximum Interest Rate are the same as those of the failed Auction Sales Offer. New Sales Offer is deemed to be a binding offer (the Offer) of the Invoice Seller to all Users until the end of the Auction. By making a new Sales Offer, the Portal Operator starts a new Investly Auction on behalf of the Invoice Seller, which shall last until the Auction end date (inclusive) set out in the new Sales Offer and during which all Investors may submit Purchase Offers as described above.
  • 4.10.9. The Portal Operator may extend the Auction once in accordance with the conditions set out in Article 4.10.8 of the Terms and Conditions.
  • 4.10.10. The Portal Operator shall immediately inform the Invoice seller of such extension of the Auction via Investly portal.
  • 4.10.11. The Invoice Discounting Agreement is legally binding and deemed to be automatically entered into between the Invoice Seller and the Investor(s) who submitted the Auction-winning Purchase Offer(s) as of the end of the Auction.
  • 4.10.12. The Portal Operator shall announce the results of the Auction to all Users participating in the Auction after the end thereof, indicating, inter alia, the Auction-winning Users who entered into Invoice Discounting Agreements. Thereby, the Portal Operator shall disclose to other Users only the user names, offered Purchase Amounts and Minimum Interest Rates of the Auction-winning Investors.
  • 4.10.13. The Portal Operator shall transfer the amounts reserved on Investly accounts of the Auction-winning Investors on the basis of the submitted Purchase Offers to the Investly account of the Invoice Seller after the Auction has ended. The Investors shall provide the Portal Operator with the authorisation by making a Purchase Offer.
  • 4.10.14. At the end of the Auction and via Investly, the Portal Operator shall make available all documents of the Invoice Discounting Agreement created during the Auction to all Investors who won the Auction.
  • 4.10.15. 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 rates, the date of entry into of the Invoice Discounting Agreement(s), the Purchase Amount(s) of the Invoice Discounting Agreements entered into, the final Interest Rate and Rate of Interest on Arrears, 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 Invoice Discounting Agreement(s) and binding for both the Invoice Seller and the Investor.
  • 4.10.16. 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(s) of the winning Investor(s), the offered Purchase Amount(s) and interest rate(s), the date of entry into the Invoice Discounting Agreement(s) concluded on the basis of the Purchase Offer, the Purchase Amounts of the Invoice Discounting Agreement(s) entered into, the final Interest Rate and Rate of Interest on Arrears, 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 Invoice Discounting Agreement was entered into with that Investor.

4.11. Repurchase Obligation

  • 4.11.1. The Invoice Seller shall be responsible towards the Investor for the Buyer to pay the Invoice in full.
  • 4.11.2. If the repurchase term has passed (the Repurchase Term) and the Buyer 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).
  • 4.11.3. The Repurchase Term is the due date of the Invoice + 30 (thirty) calendar days. After the expiry of the Repurchase Term, the Invoice Seller is obligated to pay the Repurchase Price and Interest on Arrears to Investor(s), and the Agreement fee to Investly.
  • 4.11.4. In addition to the conditions established in Article 4.11.2 and before the expirty of the Repurchase Term, 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:
    • 4.11.4.1. The Buyer disputes the Claims underlying the Invoice or a dispute between the Buyer and the Invoice Seller concerning the Claims has lasted for more than 2 (two) weeks from the due date of the Invoice and no mutually satisfactory solution has been reached;
    • 4.11.4.2. The Buyer rescinds the Agreement or terminates the Agreement due to a breach of the Agreement by the Invoice Seller;
    • 4.11.4.3. It becomes known that the Agreement according to which the Invoice has been issued is not subject to Estonian legislation;
    • 4.11.4.4. The Investor learns that the Buyer has delayed in the payment of amounts to the Invoice Seller by more than 30 (thirty) calendar days within the past 12 (twelve) months;
    • 4.11.4.5. The Investor has reason to suspect that the Invoice is fictitious;
    • 4.11.4.6. The Buyer does not respond to any messages or claims forwarded by the Portal Operator within 10 (ten) calendar days since it was sent;
    • 4.11.4.7. The Buyer and/or the Invoice Seller have set off the Claims assigned to the Investor;
    • 4.11.4.8. The Buyer 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 Invoice Discounting Agreement;
    • 4.11.4.9. The Buyer and the Invoice Seller are related entities;
    • 4.11.4.10. The documents submitted to the Investor are not in conformity with the requirements established in the Invoice Discounting Agreement;
    • 4.11.4.11. The Claims assigned to the Investor are encumbered with the rights of a third person;
    • 4.11.4.12. The Invoice Seller has assigned the Claims to a third person;
    • 4.11.4.13. Reorganisation or liquidation proceedings have been initiated against the Buyer or the Invoice Seller or a temporary trustee in bankruptcy has been appointed for them;
    • 4.11.4.14. The Investor becomes aware of any details that indicate the Buyer's inability to pay the Invoice in full.
  • 4.11.5. The Investor shall have the right to apply the Repurchase Obligation established in Article 4.11.4 regardless of whether the due date of the underlying Invoice has arrived or not.
  • 4.11.6. If the Buyer has left the Invoice fully unpaid by the repurchase deadline (the Repurchase Deadline), 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 (Repurchase Price) shall be the Invoice Amount – the Agreement fee, incl. VAT.
  • 4.11.7. The Repurchase Deadline is the last date of the Repurchase Term.
  • 4.11.8. In case the Repurchase Obligation applies for any reasons stipulated in this User Agreement, the Invoice Seller is obliged to pay the Investor(s) the Repurchase Price and simultaneously with the payment of Repurchase Price, pay the Portal Operator the Agreement fee with VAT included.
  • 4.11.9. The Portal Operator shall immediately send the Invoice Seller a notice about the incurred Repurchase Obligation and the amounts payable.
  • 4.11.10. If the Buyer 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.
  • 4.11.11. Upon the Repurchase Obligation being applied, the Investor and the Portal Operator shall have the right to treat the Buyer and the Invoice Seller as solidary debtors and demand the full or partial payment of the Invoice from both of them. In addition to the above, the Portal Operator is entitled to require the Buyer on behalf of the Investor(s) to pay contractual Interest on Arrears.
  • 4.11.12. The Repurchase Obligations described in this Article 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 Buyer or the Invoice Seller or due to force majeure.

4.12. Conduct in Case of Payment Problems

  • 4.12.1. As of the occurrence of payment problems, the Portal Operator shall retain the right to send notices to the Buyer 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 Buyer has been notified of the assignment of the Claims pursuant to the Invoice Discounting Agreement.
  • 4.12.2. In the event that the Invoice Seller has entered into more than one Invoice Discounting Agreement via Investly and the funds that the Buyer 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 Buyer or the Invoice Seller between the Investors proportionally according to the ratio of the Purchase Amount related to the Invoice Discounting Agreement entered into with every Investor to the Sales Price of the Invoice.
  • 4.12.3. If the Buyer hasn't fully paid the Invoice reflecting the Claims assigned to the Investor(s) by their due date, the Invoice Seller is obliged to pay the Investor(s) the late payment fee (Late Payment Fee). Late Payment Fee shall be calculated on the outstanding Invoice amount, for the period between the Invoice payment due date and the date when the liability to pay the Repurchase price incurred, to the extent which is the final rate of Interest on Arrears (equal to the Interest Rate established in the course of the Auction). If the Buyer has paid the Invoice in full before the due date of Repurchase Obligation, the Invoice Seller undertakes to pay the Late Payment Fee accumulated until the full payment of the Invoice within three (3) Working Days as of the receipt of such request from the Portal Operator as the Representative of the Investor(s). If the Repurchase Obligation applies, the Invoice Seller undertakes to pay the Late Payment Fee accumulated until that moment together with the obligation to pay the Repurchase price as set out in General Terms and Conditions of the Invoice Discounting Agreement.
  • 4.12.4. In the event that the Invoice Seller delays in the payment of the Repurchase Price and/or the Agreement fee upon the application of the Repurchase Obligation, the Invoice Seller shall respectively pay the Investor(s) and/or the Portal Operator interest on arrears (Interest on Arrears). The Interest on Arrears shall be calculated from amount unpaid by its deadline as of the moment the respective payment obligation becomes collectible until the proper fulfilment thereof. The rate of the Interest on Arrears shall be the final rate of the Interest on Arrears determined in the course of the Auction, which shall be equal to the Interest determined in the course of the Auction.
  • 4.12.5. The Portal Operator shall not be liable for the non-performance or improper performance of the obligations of any Buyer or Investly User, including the delay in payment of an Invoice Seller, Investor or Buyer and any damage caused thereby.

4.13. Administration and Collection

  • 4.13.1. 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 Invoice Discounting Agreements.
  • 4.13.2. The role of the Portal Operator and the extent of authorisation in the administration of Invoices and collection of claims arising from Invoice Discounting Agreement are stipulated in greater detail in the general terms and conditions of Invoice Discounting Agreements.

5. Buyer's Payment Made in Investly Portal on the Basis of Unfactored Invoices

5.1. If the Buyer who has been added to the List of Buyers makes a payment to Investly bank account on the basis of an invoice issued by the User, which is not related to an Invoice Discounting Agreement entered into via Investly (i.e. Claims handled according to this invoice have not been assigned via Investly portal), the Parties shall agree on the following code of conduct:

  • 5.1.1. The User shall submit the Portal Operator via e-mail the invoice subject to this payment and issued in accordance with the sales or service provision contract concluded between the User and the Buyer, and correspondence, in which the respective invoice was transmitted to the Buyer, by using "Forward" function within five (5) Working Days as of the receipt of such request;
  • 5.1.2. Upon sending the e-mail with the content stipulated in Article 5.1.1. of the User Agreement, the User confirms in this e-mail to the Portal Operator with regard to the invoice subject to this payment, that:
    • 5.1.2.1. The sales or service provision contract subject to the invoice and concluded with the Buyer is valid and thus, the User has a resulting right to claim against the Buyer, which has not been cleared as of the date of this confirmation;
    • 5.1.2.2. The sale of objects or provision of services subject to this invoice has been duly and properly carried out, i.e. the object/service is in compliance with the terms and conditions agreed upon in the sales or service provision contract 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 contract, and the User has complied with the delivery terms;
    • 5.1.2.3. The Buyer and the User 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);
    • 5.1.2.4. The Buyer has made the respective payment to Investly bank account according to the relevant payment instructions given to the Buyer by the User or forwarded by the Portal Operator in relation with the invoices previously factored in Investly by the User, and which the User approves also with regard to invoices he/she is not factoring via the Investly portal until the User himself/herself has not submitted different payment instructions to the Buyer after the issue of the respective invoice (i.e. no requisite information has been submitted by the User to the Buyer for the payment of the issued invoices). The User confirms that as of the date of this confirmation, he/she has not given different payment instructions (including requisite information) to the Buyer for the payment of invoices issued by the User to the Buyer and for the transaction payable by the Buyer to Investly bank account on this basis;
    • 5.1.2.5. As of the date of this confirmation, the Buyer has not paid the invoice to the bank account of the User;
    • 5.1.2.6. The User is solely responsible for any claims or complaints of the Buyer, which might occur in relation with the respective invoice or the payment made under this invoice, and he/she shall compensate in advance any costs or damages arising from the transfer of payment made by the Buyer to Investly bank account to the User's bank account.
  • 5.1.3. After the receipt of e-mail and confirmation mentioned in articles 5.1.1 and 5.1.2 of the User Agreement from the User, the Portal Operator shall fully transfer the payment made to Investly account by the Buyer on the basis of an unfactored invoice to the User's bank account within 3 (three) Working Days.
  • 5.1.4. If the User as the Invoice seller has any overdue amounts payable to Investors or the Portal Operator under the Invoice Discounting Agreements or User Agreements entered into via Investly, including the Repurchase price (if after the expiry of Repurchase Term, the User has not fulfilled the Repurchase Obligation in full asset out in Article 4.11. of this User Agreement), Late Payment Fee and Agreement Fee (in the meaning of "Liabilities" in accordance with this Article of the User Agreement), then after the receipt of e-mail and confirmation mentioned in Articles 5.1.1 and 5.1.2 of the User Agreement from the User as the Invoice Seller, the Portal Operator is entitled to transfer the payments made by the Buyer to Investly account on the basis of an unfactored invoice issued by the User as the Invoice Seller to entitled Investors or the Portal Operator to cover the outstanding Debts, that without taking into account the content of Article 5.1.3 of the User Agreement. Hereby, the User prospectively grants the Portal Operator the corresponding powers to carry out such activities in the future both on his behalf as well as on behalf of Investors, and clear or cover the claims in the described manner on behalf of the Invoice seller, on one hand, and on behalf of Investors and/or the Portal Operator, on the other hand. In order to clear or cover the Claims, the Portal Operator shall send an application or notification to the User as the Invoice Seller on behalf of himself and/or Investors via e-mail. If the payments made by the Buyer to Investly account on the basis of an unfactored invoice issued by the User as the Invoice Seller are bigger than the amount of Debts, the Portal operator shall transfer the excess amount to the Bank Account of the User within a reasonable time period.
  • 5.1.5. The Portal Operator is entitled to refuse from transferring the amount paid to Investly bank account by the Buyer to the User's bank account as set out in Article 5.1.3, when there are doubts that the respective payment has been made without a legal basis or when a dispute arises between the Buyer and the User with regard to this payment.
  • 5.1.6. If the Portal Operator has doubts that the respective payment has been made without a legal basis or when a dispute arises between the Buyer and the User with regard to this payment, then the Portal Operator shall return the amount paid in accordance with Article 5.1 to the Buyer within a reasonable time period.
  • 5.1.7. If the User does not submit information and confirmation required by Articles 5.1.1 and 5.1.2 of the User Agreement within the deadline set out in these Articles, then the Portal Operator shall return the amount paid in accordance with Article 5.1 to the Buyer within a reasonable time period.

6. Investly Account

6.1. The money transferred to the Investly environment by the User pursuant to the User Agreement and the Invoice Discounting Agreement shall be held on the current account of the Portal Operator in LHV 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.

6.2. The money transferred to the Investly environment by the User on the basis of the User Agreement and Invoice Discounting Agreements may only be used by the Portal Operator pursuant to the terms and conditions of the User Agreement and Invoice Discounting 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 Account of the Portal Operator) is thereby property handed over for the performance of the mandate for the purposes of Article 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.

6.3. 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 User Agreement and Invoice Discounting Agreements (hereinafter also referred to as the Investly User Account and Investly Account).

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

6.5. 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 User Agreement entered into by the User and Invoice Discounting Agreements entered into with other Users. Following the deduction of fees and expenses, the payable debts to other Users arising from Loan Agreements and Invoice Discounting Agreements shall be eliminated pursuant to the manner stipulated in the User Agreement and Invoice Discounting Agreements.

6.6. 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 User Agreement entered into by the User and Invoice Discounting Agreements entered into with other Users pursuant to the terms and conditions of the User Agreement and Invoice Discounting Agreements.

6.7. 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.


7. Personal Data of Users

7.1. Upon entry into the Terms and Conditions and expression of declarations of intention via Investly, including upon submitting Sales and Purchase Offers, 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 Invoice Sellers when responding to the questions of Investors.

7.2. By entering into the Terms and Conditions, every User certifies that the all the data submitted by them via Investly, including the data submitted in Sales and Purchase Offers, are correct and complete.

7.3. 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.

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

7.5. Notification of Changes in the Data

  • 7.5.1. The Users shall immediately notify the Portal Operator of any changes in their personal data;
  • 7.5.2. The notification of changes in the data must be submitted to the Portal Operator via e-mail with digital signature;
  • 7.5.3. Failure to provide notification of any changes in the data shall constitute a material violation of the User Agreement or Invoice Discounting Agreement.

7.6. By entering into the Investly User Agreement, 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 User Agreement and Invoice Discounting Agreements, as well as in accordance with the grounds 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, Sales and Purchase Offers have been made and Invoice Discounting Agreements have been entered into, which all have been respectively started, submitted or entered into on behalf of the User for the processing of personal data subject to a previous consent 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 Sales/Purchase Offers submitted and entering into and ensuring the performance of Invoice Discounting Agreements entered into or to be entered into as a result of current Auctions prior to the withdrawal of the consent.

7.7. The Portal Operator shall upon the occurrence of any payment problems inter alia have the right to communicate the personal data of 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 making a Sales Offer, Users grant their consent to the respective communication of information. The following data shall be communicated to AS Krediidiinfo: The Invoice Seller name, registration code, payment default size, the time at which the payment default incurred. 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.

7.8. 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.

7.9. By initiating an Auction, the Invoice Seller grants consent for the disclosure of the data specified in Article 1.1 of these Terms and Conditions The Portal Operator shall have the right to disclose the personal data of the User necessary for performing and securing Invoice Discounting Agreements entered into via Investly to the other party of the Invoice Discounting Agreement, but only after entry into the Invoice Discounting Agreement.

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

7.11. 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.


8. The User's Duty of Confidentiality

Taking into account that

    • Investly portal is used to participate in Auctions, make Sales and Purchase Offers and enter into Invoice Discounting Agreements via Investly, and
    • in the course of that and for the purposes of entering into Invoice Discounting Agreements, Users share confidential information with other Users prior to entering the agreements;

the User agrees with the following upon registering himself/herself as Investly User:

8.1. The Users shall keep confidential all information that has become known to them via Investly portal for the purposes of entering into any kind of agreements and prior to entering into such agreements (including prior to participating in Auctions), except in cases where it is obvious that the disclosing User has no interest in keeping the confidentiality of such information, the disclosure is undoubtedly mandatory in accordance with applicable law, or if the disclosing User has given a respective consent in a format which can be reproduced in writing for the disclosure of such information.

8.2. The duty of secrecy also covers the prohibition to use confidential information for any purposes other than making decisions with regard to entering into agreements, participating in respective transactions or assessing the investments made via the Investly portal. Confidential information includes, inter alia, business and production secrets of the User. Business and production secrets of the User are any kind of information about his/her business or production activities, the disclosure of which to third persons may have negative impact on the User. Such information shall include, inter alia, the following information:

  • 8.2.1. Data on the User who has used or wants to use factoring services;
  • 8.2.2. Any kind of information on the Buyers of the User, also information on what amounts the User is supplying the goods, what are the payment terms of the delivery/service, etc.;
  • 8.2.3. Any kind of information about the User's production methods and processes, purchase and sales volumes, market shares, Buyers and business partners, marketing plans, costs and prices, sales strategies, work processes and other similar matters.

8.3. The User is not deemed to have violated the duty of secrecy if he/she discusses his experiences related to investments made via Investly portal and asks relevant information about this from other Users or the Portal Operator in social media or other public space (including digital space). By doing this, the Users may strictly disclose only information that doesn't enable the identification of the User who used the factoring services, the Buyers and persons related to them. Additionally, the User may not disclose information brought out in Article8.2 of the User Agreement.

8.4. The User is deemed to have violated the duty of secrecy, if he/she:

  • 8.4.1. has by any means or manners, directly or indirectly, submitted confidential information of the disclosing User to third persons;
  • 8.4.2. has, due to his/her failure to act, enabled third persons to gain access to confidential information of the disclosing User. The User is obliged to keep confidential information effectively protected from third party access, implement sufficient and effective computer protection measures, perform effective and continuous monitoring of all data media which contain confidential information, and take other reasonable measures in order to prevent the breach of the duty of secrecy by his/her failure to act;
  • 8.4.3. uses confidential information of the disclosing User for any purposes other than entering into agreements via Investly portal (including for the purposes of having negotiations prior to entering into such agreements, and participating in Auctions), or deciding over transactions or assessing the investments made via the Investly portal.

8.5. The duty of secrecy shall remain in force for an indefinite period of time.


9. User Identification and Approval of Transactions

9.1. As a rule, the Portal Operator shall establish the identity of every User and Invoice Seller (and the Representative thereof in the case of an 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 Sales Offer for Invoice financing or before making the first Purchase Offer. 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 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.


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; available here and here).

10.3. The service charge for the submission of data to the Credit Register shall be applicable to the Invoice Seller (including in case of data submission resulting from the payment defaults of the Buyer) pursuant to the Portal Operator’s Price List valid at the moment of ordering the service.

10.4. An Invoice Seller who is in default of payment shall pay the Portal Operator for the notifications sent with regard to the arrears specified in Article 4.12 pursuant to the Price List valid at the moment of sending of the respective notifications.

10.5. Agreement fees shall be applicable to Users pursuant to the Portal Operator’s Price List valid at the moment of submitting the Invoice Sales Offer.

10.6. 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.

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

10.8. 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 interest on arrears in the amount 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.

10.9. 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 Invoice Discounting 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 Invoice Discounting Agreements entered into.

11.3. The bankruptcy or liquidation of the Portal Operator shall not affect the validity of the Invoice Discounting Agreements between Users. In such case the payments arising from the Loan and Invoice Discounting 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 is not 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 failure to perform or improper performance of obligations arising from the User Agreement of Invoice Discounting Agreement of the User;
  • 12.1.4. The absence of the right of representation of the Representative of the User who is a legal person;
  • 12.1.5. The validity and legality of the Invoice Discounting Agreements 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 and Conditions

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 and Conditions at any time.

13.2. The Users shall be notified of the amendment of Terms and Conditions via e-mail. Amendments and modifications shall enter into force within four (4) weeks as of sending 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 e-mail.


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 Invoice Discounting 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 may terminate or withdraw from the User Agreement by submitting to the Portal Operator a respective declaration of intention for the termination of the User Agreement or application for withdrawal from the User Agreement via e-mail with digital signature.

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 Article 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 Article 14.1 of 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 sending 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 Invoice Discounting 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 Invoice Discounting Agreements entered into by the User to expire. The Portal Operator shall upon the end of the User Agreement have the exclusive right 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, for a fee, of all the Claims arising from the Invoice assigned under the Invoice Discounting Agreements and the underlying Agreement (the Repurchase Obligation) and the Invoice Seller shall from the moment of termination have the obligation to pay the Portal Operator and the Investor the fees (including the Repurchase Price), if the Buyer who is the receiver of the respective Invoice has not paid the Invoice in full to the Investor(s) who acquired it by the payment date of this Invoice.

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

14.6. The Portal Operator may terminate the User Agreement regardless of a violation of the User Agreement by the User, by giving the User at least two (2) months’ prior notice thereof. Following the notice of the termination of the Terms and Conditions, the Portal Operator may refuse to process the Offers and Acceptances submitted by the User for entering into a Invoice Discounting Agreement 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 and Conditions 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 and Conditions. 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 in 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.