Nutzungsvertrag

Agreement version: 1.1.

Applicable as of: 2017-10-31

GENERAL TERMS AND CONDITIONS OF THE i-PLATFORM (USER AGREEMENT)

      1. USED TERMS AND DEFINITIONS

Agreement/User AgreementMutually reached consensus between the Parties on the use of the i-Platform according to the User Agreement, which incorporates a set of general terms and conditions that are applicable to all transactions entered into by the User within the i-Platform. The User Agreement shall be confirmed by the User electronically when creating the User’s Profile.
AssigneeThe User who has concluded the Assignment Agreement and purchased the Claim from the Assignor, thereby replacing the Assignor.
Assignment AgreementThe Agreement concluded between the User as the Assignee and the Creditor as the Assignor and pursuant to which the Creditor (the Assignor) transfers the Claim arising from the Loan Agreement to the User (the Assignee).
Assignment FeeThe remuneration for the transfer of the Claim agreed between the Assignee and the Assignor and established in the Basic terms and conditions of the Assignment Agreement.
AssignorThe Creditor, who owns the Claim against the Borrower in accordance with the concluded Loan Agreement and assigns the Claim to the User (the Assignee).
Auto InvestAn application for automatic acquisition of the Claims on the i-Platform, functioning according to the User’s selected settings and used by the User to purchase the Claims on its own behalf in accordance with the selected settings.
AV MarketplaceSIA “AV Marketplace”, a limited liability company registered and existing under the laws of the Republic of Latvia, unified registration No. 40203073653, maintaining and administrating the i-Platform, and fulfilling other responsibilities specified in this User Agreement and the Assignment Agreement.
BorrowerA natural person, who has concluded the Loan Agreement.
Borrower’s PaymentsPayments of the principal amount of the Loan, Interest and contractual fees and/or penalties (if applicable) arising from the Loan Agreement that are due from the Borrower to the Assignor.
Business DayAn officially determined business day (8:00 – 17:00 CET; 9:00 –18:00 by Europe/Riga Time Zone) of the Republic of Latvia, except for Saturdays, Sundays and public holidays.
ClaimThe Creditor`s claim or a part thereof towards the Borrower, arising from the Loan Agreement. The Claim can consist of the Loan principal, Interest, and other ancillary claims in full or partial amount, complying with the rights of the Assignor to establish exceptions pursuant to the provisions of Section 1806 of the Civil Law of the Republic of Latvia. The Claim is assigned without the contractual penalty and other ancillary claims not specified in the Assignment Agreement, as well as, without reregistration of the security interest incorporated in the Collateral in the name of the Assignee (if any). Detailed amount and composition of the Claim is established in the Assignment Agreement.
Claim AmountThe amount of the Loan (or a part of the Loan), to the extent whereof the Assignor transfers the Claim to the Assignee and which forms the Assignment Fee.
Claim ApplicationThe User’s application filled in on the i-Platform concerning a transfer of a single or multiple Claims selected by the User.
CollateralThe Creditor’s pledge rights on real property, movable property, or aggregation of property, a third party guarantee, title to a vehicle or any other legally permissible means of securing the fulfilment of the Borrower’s obligations arising from the Loan Agreement if expressly indicated among other information about the Claim on the i-Platform (if any). The Claim can be established without the Collateral. For the purposes of the User Agreement, the contractual penalty, late payment interest and other ancillary claims arising from the Loan Agreement, shall not be considered as the Collateral.
CreditorA legal entity, who owns the Claim against the Borrower arising from the Loan Agreement, and has authorized AV Marketplace to market such a Claim by using the i-Platform in order to transfer the Claim and/or to take other steps prescribed in the User Agreement and/or the Assignment Agreement. The Creditor might be a person, who has concluded the Loan Agreement and issued the Loan to the Borrower, or a person, who has acquired the Claim.
ExposureThe acquisition (purchasing) of the Claim.
i-PlatformAV Marketplace web site and a set of related services, that are provided within the domain’s www.peerberry.com technological framework, and which enable the Users to use that information technology services in all possible ways to perform activities allowed by the regulations of the i-Platform.
InterestRemuneration for the use of the Loan expressed as interest per annum. Interest is a part of the Claim and is being paid by the Borrower according to the Loan Agreement. The term “Interest” also refers to late interest fee that will be calculated and paid for each day of delay of repayment of the Loan by the Borrower. Interest payments are dependent on the incoming payments from the Borrower and are paid out to the Assignee once the Borrower has repaid the Loan principal in full or partly or the Creditor has bought back the Loan from the i-Platform.
LoanA principal amount of the credit that has been issued to the Borrower pursuant to the Loan Agreement and is due, or a part thereof, which the Borrower shall repay to the Creditor and which AV Marketplace channels in favour of the Assignee.
Loan AgreementA credit agreement (loan agreement, lease or other) that is concluded between the Creditor and the Borrower.
Minimum Claim
Amount
The minimum amount of a single Claim as set by AV Marketplace and marketed within the i-Platform, for which a User can purchase a single Claim.
PartiesAV Marketplace and the User.
Price ListThe effective price (Assignee payables) list of the AV Marketplace services published within the i-Platform, which is an integral part of the User Agreement.
Registration FormAn application form completed by the User and submitted within the i-Platform in compliance with the User Agreement for the registration on the i-Platform and for the purpose to use the i-Platform and its services in compliance with the User Agreement.
Service FeeA fee payable by the User to AV Marketplace for marketing and processing Claims according to the provisions of the User Agreement and/or the Assignment Agreement. The Service Fee is indicated on the Price List.
UserA natural person or a legal entity registered on the i-Platform as its user, including the Assignor and the Assignee.
User’s Bank AccountA current account opened on behalf of the User in a credit institution, payment institution or electronic money institution registered in Latvia or any other country to which the requirements arising from the European Union legislation for the prevention of money laundering and terrorism financing apply.
User’s Internal Identification Number (IID Number)A personalized number of each User of the i-Platform, used by AV Marketplace to identify the User. The User’s IID Number is also used when records of the transactions are made on the User’s Virtual Account.
User’s ProfileThe User’s personal site within the i-Platform, which is automatically created by AV Marketplace after the User registers within the i-Platform and is constantly available to the User after the process of the verification within the i-Platform by entering the User’s e-mail address and password to the i-Platform system.
User’s Virtual AccountAn electronic account created for each unique User in connection with the User’s Profile within the i-Platform in order to record all transactions and settlements that could be performed according to the User Agreement, regulations of the i-Platform, Assignment Agreement and Loan Agreement.

2. REGISTRATION ON THE i-PLATFORM AND CREATION OF THE USER’S PROFILE

2.1.   Only registered and identified User whose User’s Profile is confirmed by AV Marketplace and who has entered into this User Agreement, is entitled to use the services offered by AV Marketplace on the i-Platform.

2.2.   In order to submit the Registration Form and to conclude the User Agreement, the User must be eligible, and the User shall confirm that, throughout the use of the i-Platform, shall be eligible according to the following criteria:

2.2.1.  the User is a natural person or a legal entity;

2.2.2.  if the User is a natural person, the User must be at least 18 years old;

2.2.3.  the User must have the User’s Bank Account, and the User must be authorized to freely handle such account and funds contained therein (if any);

2.2.4.  no insolvency procedures of the User have been announced/ initiated;

2.2.5.  pursuant to a judgment that has taken effect, the User (natural person or representative of legal entity) does not have limited legal capacity due to disorders of mental nature;

2.2.6.  the User (natural person or representative of legal entity) is fully legally capacitated and is not under the influence of alcohol, drugs, psychoactive, toxic or other intoxicating substances;

2.2.7.  the funds (of both natural persons and legal entities) involved in the transactions within the i-Platform are of a legal origin and are not acquired as the result of a criminal offence, either directly or indirectly, or related to financing of terrorism or an attempt of such or any other illegal activities.

2.3.   The User shall register within the i-Platform, by filling the Registration Form, indicating the true beneficiary of the funds stored in the User’s Bank Account and confirming the User Agreement. After the User registration, the User’s Profile and the User’s Virtual Account is automatically created within the i-Platform. Upon registration of the User within the i-Platform AV Marketplace sets to the User a unique User’s Internal Identification Number (IID Number).

2.4.   Access and use of the User’s Profile is possible when AV Marketplace has identified the User by the User’s e-mail address and password indicated at the moment of the Registration Form submission. The User shall be entitled to change the e-mail address and password used for the User’s identification in compliance with the procedures foreseen within the i-Platform.

2.5.   If the User is a legal entity, which has concluded the User Agreement, then AV Marketplace is entitled to identify the signatory, for whom the rights to sign on behalf of the respective User have been established by AV Marketplace, by applying the procedure provided herein in respect of the Users – natural persons.

2.6.   To conclude the User Agreement, to use the services offered within the i-Platform and to acquire the Claim, the User shall ensure AV Marketplace with all the information required in order to enable AV Marketplace to identify the User according to Section 3 of this User Agreement.

2.7.   AV Marketplace is entitled to refuse the registration of a new User on the i-Platform without giving a reason for refusal.

2.8.   The User’s Profile is private, and only the owner of the User’s Profile (the User) is authorized to enter into and use it.

       3. USER IDENTIFICATION AND CONFIRMATION OF TRANSACTIONS

3.1.   AV Marketplace identifies the User before the commencement of the Exposure according to the internal rules and procedures of AV Marketplace. The identification of the User shall be accomplished according to one or several of the following procedures:

3.1.1.  before the conclusion of the User Agreement the User shall fill in the Registration Form and upload the User’s identification documents (for the User – natural person – valid passport or ID card copy, for the User – legal entity – copy of the registration certificate, Articles of Association, document certifying on rights of the signature, valid passport or ID copy for representative of legal entity or actual printout from the business register certifying on signature rights and good standing of the company (if available in registration country));

3.1.2.  the User ensures that the first transfer of the funds into the AV Marketplace’s Bank Account is made from the User’s Bank Account opened with the credit institution, payment institution or electronic money institution registered and licenced in the country, to which the regulatory and other requirements for the prevention of money laundering and terrorism financing in accordance with European Union legislation apply. The User must indicate the User’s IID Number, that is set by AV Marketplace to the User’s Profile as the purpose of the transfer of the funds;

3.1.3.  by the first transfer of the funds AV Marketplace identifies the User taking into use the information received from the credit institution, payment institution or electronic money institution. AV Marketplace obtains the acknowledgment from the credit institution or financial institution registered in another country, which applies requirements arising from the European Union legislation for the prevention of money laundering and terrorism financing, on the fact that the User has a business relationship with that credit institution or financial institution and that the credit institution or financial institution has made a primary identification of the User;

3.1.4.  in order to identify the User adequately, AV Marketplace may, at its sole discretion, at any time request the User to submit documents and/or other information confirming the User’s identity and unilaterally determine any additional requirements for the User’s identification.

3.2.   Since AV Marketplace has identified the User according to Clause 3.1, the User Agreement between AV Marketplace and the User shall be deemed entered into and it shall become effective at the time when AV Marketplace has generated the User Agreement and the User has confirmed the User Agreement. At any time the User can examine the concluded User Agreement and all concluded Assignment Agreements in the User’s Profile.

3.3.   The Registration Form completed in compliance with the procedures established in the User Agreement and transferring funds to the AV Marketplace’s Bank Account confirms that the User wishes to use the i-Platform and receive the services offered pursuant to this User Agreement.

3.4.   When registering and logging into the User’s Profile, the User must enter the User’s e-mail address and password created at the moment of the registration.

3.5.   The User’s activities performed within the i-Platform after entering the User’s email address and password shall be regarded as the User’s signature or acceptance. All transactions, payment orders, instructions, applications, agreements, as well as other documents confirmed or submitted by the User within the i-Platform after entering the User’s e-mail address and password shall be binding to the User as well as AV Marketplace.

3.6.   The User’s password is deemed confidential information that the User and AV Marketplace undertake not to disclose to any unauthorised third party. The User must keep the User’s password in a secure manner, as well as regularly, however not less frequently than after a period prescribed by AV Marketplace, change the password.

3.7.   In case the User’s password has become known or may have become known to a third party, the User must immediately inform AV Marketplace about it in writing via e-mail info@peerberry.com. After the receipt of such information AV Marketplace shall block the access to the User’s Profile as soon as possible, until, on the grounds of the User’s application, the User is given a new User’s password and the User has given an instruction to AV Marketplace to unblock the User’s  Profile.

3.8.   An access to the User’s Profile is blocked, if the User’s password is entered incorrectly 5 (five) times in a row.

3.9.   AV Marketplace is entitled to, however is not obliged to, block access to the User’s Profile in cases, when AV Marketplace suspects that the User’s Profile has been accessed without due authorization, including, if AV Marketplace suspects that the User’s password has become known or may have become known to a third party, also in cases when AV Marketplace has suspicions of the execution of illegal transactions as well as in any other cases at the discretion of AV Marketplace in order to ensure a safety of services, inviolability, confidentiality of the User and/or other AV Marketplace’s clients or to prevent information, financial or other losses that might be inflicted upon AV Marketplace or the User.

3.10.    AV Marketplace shall be entitled not to approve a transaction within the i-Platform, if:

3.10.1.    the User fails to comply with the present User Agreement;

3.10.2.    AV Marketplace has suspicions about the identity of the User, and/or AV Marketplace has not been able to contact the User to confirm the content of the transaction;

3.10.3.    the User’s instruction is unclear or distorted due to interruption in a process of communication;

3.10.4.    in case the first transfer of funds is made from alternative payment systems, not a credit institution, payment institution or electronic money institution, which is licenced by and regulated under European Union authority.

3.11.    The User shall undertake full liability for the confidentiality of the access to the User’s Profile information and losses of it incurred for the User as the result of the actions of third parties.

       4. USER’S VIRTUAL ACCOUNT AND TRANSACTIONS WITHIN i-PLATFORM

4.1.        The User shall be entitled to add funds to the User’s Profile and User’s Virtual Account only on its own name, by transfer of the funds from the User’s Bank Account to AV Marketplace’s Bank Account.

4.2.        AV Marketplace shall accept transfers of funds from the User’s Bank Account to the AV Marketplace’s Bank Account in EUR currency only. The User’s transferred funds are exchanged within the i-Platform to an equivalent amount of a virtual money on the User’s Virtual Account. If the User makes a transaction in another currency than EUR, AV Marketplace is entitled to exchange the received amount of funds to EUR according to a currency exchange rate of the credit institution selected by AV Marketplace on the day of the exchange. All expenses related to such a currency exchange shall be covered by the User.

4.3.        When transferring the funds to the User’s Virtual Account, the User in every case is obliged to indicate its User’s Virtual Account Number as the purpose of the transaction assigned to the User during the registration process with the i-Platform. In case the User makes a transfer of funds without indicating the User’s Virtual Account Number, AV Marketplace may consider such a payment as non-executed until it is identified.

4.4.        Since the funds, that are transferred by the User, are received by AV Marketplace on the AV Marketplace’s Bank Account, AV Marketplace shall process them and verify their origin, which may take up to two (2) Business Days.

4.5.        AV Marketplace is entitled to use the User’s deposited funds only with the purpose pursuant to the provisions of the User Agreement and the Assignment Agreement.

4.6.        The funds, that are transferred by the User, are received by AV Marketplace on the AV Marketplace’s Bank Account should be separated by AV Marketplace from its property until they are transferred back to the User or transferred to the Assignor according to the Assignment Agreement concluded between the User as the Assignee and the Creditor as the Assignor. No Interest accrues must be paid to the User for the User’s funds that are kept on the AV Marketplace’s Bank Account until they are transferred to the Assignor according to the Assignment Agreement.

4.7.        The User shall confirm that, since the User’s funds are received on the AV Marketplace’s Bank Account, it shall not be fully considered as depositing the funds to form a part of AV Marketplace property, but instead it shall retain the necessary rights to demand towards AV Marketplace for the amount reflected on the User’s Virtual Account.

4.8.        In case the User has not entered into an Assignment Agreement for more than 12 (twelve) consecutive months, AV Marketplace shall be entitled to close the User’s Virtual Account. If the User’s Virtual Account has a positive balance of funds, then, starting with the next month, AV Marketplace is entitled to withhold a service commission fee from the User’s Virtual Account in the amount that is indicated in the Price List, as well the User’s Virtual Account may be closed, once the balance of the User’s Virtual Account has reached 0 (zero) EUR.

4.9.        AV Marketplace shall reflect the Exposures performed by the User in the User’s Virtual Account in the form of a statement. The statements are available on the User’s Profile.

4.10.    The User shall be entitled to request, at any time, that AV Marketplace disburses the funds on the User’s Virtual Account to the User’s Bank Account. AV Marketplace disburses the funds from the User’s Virtual Account to the User on the grounds of the User’s order provided in the User’s Profile. AV Marketplace shall ensure the disbursement of the funds present in the User’s Virtual Account to the User not later than within 3 (three) Business Days after the receipt of the respective User’s order. AV Marketplace shall be entitled to withhold the funds from the User’s Virtual Account specified in the Price List, if applicable.

4.11.    The User may order to disburse the funds to other User’s Bank Account rather than that which was used at the User’s identification by virtue of sub-Clause 3.1.2. However, in this case, before the funds are transferred to the newly indicated User’s Bank Account by AV Marketplace and in order to verify that the respective User’s Bank Account belongs to the User, the User shall transfer from the new bank account, which is opened with the credit institution, payment institution or electronic money institution registered in the country to which the requirements arising from European Union legislation for the prevention of money laundering and terrorism financing apply, any amount of the funds to the AV Marketplace’s Bank Account.

4.12.    AV Marketplace shall be entitled to make deductions from the User’s Virtual Account in order to ensure that the User’s obligations arising from the User Agreement and the Assignment Agreement are performed, including for the payment of AV Marketplace commission fees. Upon making any deductions from the User’s Virtual Account, AV Marketplace shall transfer an equivalent amount from the AV Marketplace’s Bank Account to another bank account of AV Marketplace, where the funds are kept forming a AV Marketplace property.

4.13.    It is illegal to deposit the funds gained through unfair/illegal means into the User’s Virtual Account. In case of such suspicious transactions, the relevant authorities shall be notified, and this can lead to freezing all funds on the User’s Virtual Account, as well as to closing of the User’s Profile and the User’ Virtual Account as well as confiscation of the funds if ordered by responsible authorities.

4.14.    If at the time of registering the User or during the period of the validity of the User Agreement, suspicions arise about money laundering, terrorism financing, or an attempt at either of these activities to AV Marketplace, the AV Marketplace shall be entitled to not register the User on the i-Platform, not accept funds from the User and/or block access to or close the User’s Profile and the User’s Virtual Account.

       5. PURCHASING CLAIMS

5.1.        Following the User identification, pursuant to the User Agreement, AV Marketplace shall ensure on the i-Platform that all Claims are arranged in one single list available also through the User’s Profile to the User.

5.2.        If the User has sufficient funds available on the User’s Virtual Account, the User shall be entitled to purchase the Claim offered on the i-Platform, provided that:

5.2.1.       the User shall, at its own discretion, choose one or more Claims from the list that are offered on the i-Platform against one or several Borrowers;

5.2.2.       in the User’s Profile, the User shall indicate the Assignment Fee at which the User wishes to acquire one or several Claims, and confirms its choice. The Assignment Fee may not be smaller than the Minimum Claim Amount;

5.2.3.       the User may purchase all such Claims towards the Borrower offered on the i-Platform that arise from the Loan Agreement, to the full available extent or only a part thereof.

5.3.        AV Marketplace shall register all orders from the User on acquiring of a particular Claim indicated by the User in the consecutive order upon their reception on the i-Platform and the orders should be executed according to the User Agreement applicable at the moment of the Exposure. The i-Platform system time has a decisive importance in determining the time. AV Marketplace is entitled, at any time, without warning the User, to unilaterally amend and supplement the procedures of the order execution in force.

5.4.        After the User has selected the Claim and indicated the amount of the Exposure, gathered information on individual Exposure should be available to the User on the User’s Profile. The User shall examine the completeness and accuracy of the information included in the gathered information, and, if the User wishes to, it may introduce changes in the information included in the summary. If the information in the summary on acquiring the Claim corresponds to the will of the User, the User confirms the Exposure and at the same time the terms and conditions of the Assignment Agreement.

5.5.        Upon the confirmation stipulated in Clause 5.4, the User’s Exposure shall accrue the binding force and AV Marketplace shall immediately withdraw the available funds equivalent to the amount of the acquired Claim and confirmed by the User from the User’s Virtual Account. The relevant Claim shall be considered as transferred to the User once the funds are withdrawn from the User’s Virtual Account.

5.6.        AV Marketplace shall immediately, after the withdrawal of the funds from the User’s Virtual Account stipulated in Clause 5.5, transfer their equivalent from the AV Marketplace’s Bank Account to the Creditor’s bank account, however holding the right to retain the deposit in the amount agreed between the Creditor and AV Marketplace.

5.7.        By submitting the order on the Exposure (acquiring the Claim), the User authorizes AV Marketplace to perform a transfer of the funds from the User’s Virtual Account to the relevant Creditor, in compliance with the provisions of the User Agreement and the Assignment Agreement.

5.8.        The User confirms and understands that the User may purchase all Claims towards the Borrower that arise from the Loan Agreement, to the full available extent or only a part thereof. In all cases the User confirms and understands that the User as the Assignee shall not become the sole creditor of the Borrower pursuant to the Loan Agreement, and AV Marketplace, in compliance with the User Agreement, shall process the Claim together with such right to claims of other users of the i-Platform that arise from the Loan Agreement.

5.9.        The User may, at any time, view and examine information on the User’s Profile about all transactions performed by the User on the i-Platform as the Assignee, about payments executed by AV Marketplace to the User, and deductions made by AV Marketplace from the User pursuant to the User Agreement and the provisions of the Assignment Agreement.

5.10.    If due to interrupted system operations of the i-Platform the User’s Virtual Account is mistakenly credited or debited, AV Marketplace shall reserve the rights to debit or credit the User’s Virtual Account accordingly. If the balance in the User’s Virtual Account is negative after making the adjustments of payments, the User is obliged, within 3 (three) Business Days from the receipt of a AV Marketplace notification, add funds to the User’s Virtual Account to clear the negative balance.

       6. PURCHASING RIGHT TO CLAIM WITH AUTOINVEST

6.1.        In addition to the procedure described in Section 5, the User shall be entitled to use the Auto Invest tool for purchasing the Claims.

6.2.        By offering the Auto Invest tool on the i-Platform, AV Marketplace is strongly prohibited and cannot give any recommendations or advice to the User with regard to the acquisition of the Claim.

6.3.        The User shall be held fully responsible for the settings and specifications that are selected and confirmed solely by the User, as well as shall assume full liability for the consequences resulting from confirmation of such settings and specifications as well as using the Auto Invest tool.

6.4.        To connect the Auto Invest tool, the User at its own discretion shall choose and confirm the Auto Invest settings on the i-Platform.

6.5.        By activating the Auto Invest tool, the User receives rights to use the Auto Invest tool to make the Exposure (acquire the Claim) according to the Auto Invest settings set and approved by the User.

6.6.        In order for the User to be able to make such Exposure through the Auto Invest tool, the User shall ensure sufficient funds on the User’s Virtual Account.

6.7.        Upon accepting the User’s automatic instructions, given by the User through the Auto Invest tool, AV Marketplace shall transfer the funds indicated on the automatic instruction from the User’s Virtual Account in compliance with the procedure established in Section 5 of the User Agreement.

6.8.        Before using the Auto Invest tool, the User, in compliance with the procedures established on the i-Platform, shall confirm the standard terms and conditions of the Assignment Agreement proposed by AV Marketplace, pursuant to which the User instructs the Auto Invest tool to conclude transactions with the Assignors on behalf of the User. By confirming the standard provisions of the Assignment Agreement proposed by AV Marketplace, the User agrees to them and recognizes them as suitable for the User. The Assignor is entitled to propose amendments of the Assignment Agreement at any time. The respective amendments become effective when confirmed by the User.

6.9.        At any time the User may examine the information about the execution of the instructions on the Exposures made through the Auto Invest tool and about the disbursement of the funds from the User’s Virtual Account in its User’s Bank Account. AV Marketplace is entitled to, however is not obliged to, send a notification to the User at the User’s e-mail address, confirming the execution of the User’s instructions and a disbursement of the relevant funds from the User’s Virtual Account.

6.10.    The User shall be entitled to connect, change settings, suspend temporarily, or disconnect the Auto Invest tool at any time during the period of the validity of the User Agreement.

6.11.    AV Marketplace shall hold no responsibility whatsoever about any losses that are or might be inflicted upon the Users as the Assignees in relation to the use of the i-Platform and the service available therein, including the use of the Auto Invest tool.

6.12.    The User shall independently study the information on the rights and obligations arising from the Exposures concluded within the framework of the Auto Invest tool.

       7. CONCLUSION AND EXECUTION OF THE ASSIGNMENT AGREEMENT

7.1.        Simultaneously with the approval stipulated in Clause 5.4 of the User Agreement, the User shall confirm the provisions of the Assignment Agreement of the Claim to be acquired in compliance with the procedures established on the i-Platform.

7.2.        The Assignment Agreement shall be deemed concluded at the time when the User has become the Assignee and confirmed the provisions of the Assignment Agreement in compliance with the procedures established on the i-Platform.

7.3.        After the Assignment Agreement is concluded and throughout the period of validity thereof, the Assignment Agreement shall be available to the User on the User’s Profile and AV Marketplace shall immediately ensure the authorization to the User to examine the schedule of the repayment of the acquired Claim and the applied Interest. The Loan Agreement and other related documents resulting from the conclusion of the Assignment Agreement shall not be handed over to the User and shall be kept with AV Marketplace and/or the Creditor.

7.4.        The Borrower shall make the Borrower’s payments pursuant to the Loan Agreement. The Creditor transfers received Borrower’s payments to AV Marketplace including the Interest. AV Marketplace upon the receipt of the Borrower’s payments from the Creditor shall distribute the received funds among all Users (Assignees) that have acquired the particular Claim in the proportion to the amount of the Exposure made in the Claim by the Assignee.

7.5.        Immediately after the division of the received funds, AV Marketplace shall transfer the respective amount to the User’s Virtual Account and shall withhold tax and other payments according to the Price List (if any) from the User’s Virtual Account.

7.6.        The User is informed and agrees to the fact that a year consists of 360 days and every month consists of 30 days for the purpose of calculation of the Interest as well as the amounts to be paid based on this User Agreement or the Assignment Agreement.

7.7.        The User is aware of the risk of default on the Borrower’s obligations, as a result of which the Borrower may delay the repayment of the Loan and associated payments. The Creditor will perform all the necessary and allowed actions to facilitate timely and full recovery of the Claim without an involvement of the User (Assignee). In event of the Borrower’s default, AV Marketplace shall not assume the responsibility for the security of the Claim, and AV Marketplace does not have an obligation to repay to the Assignee its paid Assignment Fee or any part thereof, however, mutual settlements between the Creditor and the Assignee are accomplished according to the order prescribed in this User Agreement and the Assignment Agreement.

7.8.        The procedure of paying the Assignment Fee, the provisions of recovering the Claim and other conditions of the assignment are stipulated in the Assignment Agreement.

       8. USER’S RIGHTS AND OBLIGATIONS

8.1.        The User undertakes:

8.1.1.  not to use the i-Platform for illicit conduct, including fraud and money laundering;

8.1.2.  upon the registration on the i-Platform and when using the i-Platform, to provide only true information;

8.1.3.  to use only secure means and devices of electronic communications and data transfer;

8.1.4.  to promptly, however, no later than within 3 (three) Business Days, to inform AV Marketplace in writing, if the User’s name, surname, e-mail address, the User’s Bank Account number or other information provided on the i-Platform changes;

8.1.5.  in communication with AV Marketplace, exercise decency and observe generally accepted behavioural standards.

8.2.        By confirming the User Agreement, the User asserts that it is capable of making decisions on the Exposures (acquiring/purchasing of the Claims) and concluding Assignment Agreements, as well as that it understands all risks including the risk not to recover the Claim Amount or any part thereof.

8.3.        The User is aware of and understands that third parties, who have obtained the User’s password, can access the User’s Profile and the User’s Virtual Account and assume obligations on behalf of the User. If the User’s Profile and the User’s Virtual Account is used to carry out activities on the i-Platform (including the Exposures) using a correct User’s e-mail address and password, it shall be considered that the activities with the respective User’s Profile and User’s Virtual Account have been performed by the User itself.

8.4.        The User shall ensure that there are sufficient funds on the User’s Virtual Account for performing payments. If the funds on the User’s Virtual Account are insufficient, AV Marketplace does not execute the payment and/or Exposure. AV Marketplace shall not be held liable for any losses, which the User might suffer in this regard.

8.5.        The User understands and is informed that AV Marketplace and the Creditor have an obligation to ensure the confidentiality of the Borrowers‘ personal data, therefore AV Marketplace and the Creditor, in the scope of the Assignment Agreement, shall disclose only a limited content information about the Borrower.

8.6.        The User, during the validity period of the Assignment Agreement, shall not contact the Borrower in respect of the concluded Assignment Agreement and transferred Claim, including shall not visit the Borrower at its residence or business location, not communicate with him, using means of prompt communication or social networks, not request from the Borrower any payments without the assistance of AV Marketplace and the Creditor, not make any claims against the Borrower and not initiate any claims in court or a court of arbitration against the Borrower.

8.7.        Upon a request of AV Marketplace to submit additional documents or information in cases prescribed by this User Agreement (such as Section 3), the User shall ensure that all required documents and information should be submitted via e-mail or uploaded in the User’s Profile for further disposal of AV Marketplace in English.

       9. AV MARKETPLACE’S RIGHTS AND OBLIGATIONS

9.1.        AV Marketplace shall, on the instructions of the User and in line with the orders given by the User on the i-Platform, facilitate a conclusion of Assignment Agreements. As per the Assignment Agreement the User shall instruct and authorize, and AV Marketplace and the Creditor shall assume the task in the interests of the former, but in its own name manage the Claim.

9.2.        The User shall give the legal power to AV Marketplace and the Creditor to manage the Claim, which AV Marketplace and the Creditor shall use in its own name, but in the interests of the User. The User shall undertake not to unilaterally revoke the authorization included in the User Agreement and in the Assignment Agreement.

9.3.        AV Marketplace confirms that the User’s right to the Claim arising from the Loan Agreement is only and solely the User’s property to the extent established in the Assignment Agreement, but the Creditor is only managing the Claim to the extent established in the present User Agreement, the Loan Agreement, the Assignment Agreement, while AV Marketplace facilitates such management process by providing information technology solutions within the i-Platform according to the present User Agreement and cooperation agreement with the Creditor and ensure managing of the Claim in case of insolvency of the Creditor. The Claim shall be deemed the User’s property irrespective of whether the Creditor has concluded the Loan Agreement and has issued the Loan to the Borrower, as well as irrespective of whether the Collateral (if any) has been established in favour of the Creditor.

   10. PAYMENT FOR PROVIDED SERVICES

10.1.    The User shall pay to AV Marketplace a Service Fee for the services provided by AV Marketplace pursuant to the Price List, or a Service Fee individually established by the User and AV Marketplace, as well as any other payments specified in the Price List, if applicable.

10.2.    AV Marketplace shall withdraw the Service Fee from the User’s Virtual Account without additionally coordinating it with the User. AV Marketplace withdraws the Service Fee only after the funds from the Borrower accrue to the User’s Virtual Account pursuant to the Assignment Agreement. In case of the sell back of the Claim (Section 11), AV Marketplace is entitled to withdraw the commission fee established on the Price List for the sell back of the Claims immediately after the Creditor buys the Claim back from the User.

10.3.    The payment obligation shall be fulfilled at the moment when the payment amount is transferred into the account of the payment recipient.

10.4.    The User is aware of and understands that pursuant to the taxation laws and other regulatory enactments applicable to the User taxes must be paid for the income that the User earns in relation to the Claim. AV Marketplace may deduct taxes, dues, and other mandatory payments pursuant to the laws of the Republic of Latvia and applicable laws of the Creditor from the funds to be disbursed to the User. The User shall be fully responsible for paying all taxes arising from the income gained from the Exposure (acquisition of the Claim) pursuant to the applicable laws.

   11. SELL BACK OF RIGHT TO CLAIM

11.1.    The User (Assignee) is entitled to sell (if applicable) its owned Claim arising from the Loan Agreements to the Creditor or third party specified by the Creditor and authorized on the i-Platform. Sell of the Claim between the User and the Creditor or the third party is performed only on the i-Platform. The User has no rights to sell or otherwise transfer the Claims to the Creditor or third party, without using the i-Platform.

11.2.    If the User wishes to sell the Claim (if applicable), the User marks the Claim on the i-Platform, which the User wishes to sell within the framework of the i-Platform to the full extent it has bought it. The User may sell the Claim in its entirety.

11.3.    The User is entitled to sell its Claim (if applicable) for the sell back price which consists of the remaining principal and the Interest amount of the Claim as indicated on the i-Platform. The commission fee for the sell back is applicable for the User as specified in the Price List.

11.4.    On the i-Platform, the User must fill in the parameters of the Claim’s sell back offer and confirm them according to the procedure established on the i-Platform.

11.5.    The Claim’s sell back offer shall be considered a binding offer by the User for the Creditor or third party specified by the Creditor and authorized on the i-Platform. The offer shall be considered made at the time when the User has confirmed all parameters of the Claim’s sell back offer on the i-Platform. The User is not entitled to call off the offer by the User proposed on the i-Platform.

11.6.    Sell back shall be deemed concluded after the particular time, stated in i-Platform at the moment the User gave the Claim’s sell back offer. At the time of concluding the sell back, the Claim shall be deemed transferred to the Creditor or a third party.

11.7.    After concluding sell back, AV Marketplace shall transfer the sell back price of the Claim from the Creditor or third party to the previous User’s Virtual Account. At this moment the commission fee for the sell back is taken from the User’s Virtual Account.

   12. LIABILITY

12.1.    The User shall be held liable for all the losses incurred as a result of unauthorized conduct, if the User has acted illicitly or has intentionally (on purpose) or due to gross negligence failed to fulfil the requirements prescribed in Clause 3.6 or 3.7 of the User Agreement.

12.2.    The User shall assume liability for all losses, assumed commitments, or other activities carried out on the User’s Profile and the User’s Virtual Account until AV Marketplace has been warned about it according to Clause 3.7 of the User Agreement and when AV Marketplace has had a sufficient time to block access to the User’s Profile and the User’s Virtual Account.

12.3.    If, as a result from illicit activity of AV Marketplace, the User suffers losses, AV Marketplace shall reimburse all direct losses inflicted upon the User. The extent of damages is restricted with the amount of the funds present in the User’s Virtual Account at the time when the losses were incurred.

12.4.    The Creditor has asserted to AV Marketplace that, within the scope of its activities, it observes all legal requirements applicable to consumer lending, including, assesses the credible solvency of the Borrowers, and with due diligence makes sure of the accuracy and completeness of the data provided by the Borrower to make sure that the Loan issued to the Borrower is secure. The User is aware of and confirms that AV Marketplace is not responsible for the accuracy and completeness of the information provided by the Borrower and/or the Creditor.

12.5.    AV Marketplace shall be fully released from any liability towards the User for any losses that the User has or might suffer as a result of using the i-Platform or purchasing the Claims, including:

12.5.1.   if the User has failed to observe the User Agreement provisions;

12.5.2.   as a result of illicit conduct of third parties until the moment when the User’s Profile is blocked pursuant to the procedures established in Clause 3.7 of the User Agreement;

12.5.3.   due to interrupted communications and other interruptions or obstacles that are not dependent on AV Marketplace;

12.5.4.   if, pursuant to the User Agreement, the User’s access to the User’s Profile has been blocked;

12.5.5.   due to the Borrower infringing the Loan Agreement or the Borrower’s illicit conduct;

12.5.6.   due to the performance or delayed performance of the User’s commitments arising from the Assignment Agreement;

12.5.7.   in case the User (legal entity) has several representatives and AV Marketplace has not been able to acquire appropriate persuasion on a form of representation rights (sole or joint signatory rights), sole responsibility on possible losses that could arise to the legal entity lies to the person who submitted the application for the registration with the i-Platform.

12.6.    AV Marketplace does not have the duty to pay for the Claim or perform any other payments to the User, before the Creditor has received such payment from the relevant Borrower pursuant to the Loan Agreement.

12.7.    AV Marketplace does not have to repay or compensate to the User for the paid Assignment Fee or any part thereof.

12.8.    The Users shall settle transactions on the i-Platform directly and on their own responsibility. The Users are entitled to use the draft agreement forms offered on the i-Platform on their own responsibility and at their own risk. AV Marketplace shall not be responsible for possible commitments arising from the applicable laws that might originate to the Users as a result of transactions concluded on the i-Platform.

12.9.    If the User denies having authorized (given consent) accomplishment of the Exposure, the use of the User’s Profile and password shall be deemed a sufficient evidence for the User giving its consent to the Exposure or proving that the User has acted fraudulently, or has intentionally or negligently failed to fulfil the duties prescribed in Clause 3.6 or 3.7 of the User Agreement.

12.10. The Parties shall not be held responsible for any failure to fulfil their respective obligations if the non-fulfilment has occurred due to reasons that are independent on the Parties‘ will and have resulted from force majeure circumstances. The Parties shall consider such circumstances as force majeure circumstances, which the Parties could not have predicted or affected, including power outages, regulatory enactments adopted by institutions of the Republic of Latvia or the European Union, strikes, military activity, natural calamities, or other circumstances, which the Parties could not have prevented or predicted. A Party may make a reference to force majeure circumstances only and solely in case if it has taken all steps that depend on it in order to fulfil the obligations prescribed in the User Agreement. Once the force majeure circumstances have been prevented, the Party must immediately resume the performance of its duties.

12.11. As the Parties use means of communication during the performance of the User Agreement, AV Marketplace shall not be held responsible for any losses incurred due to interrupted service of mail, facsimile, electronic or other means of communication, as well as technologies ensuring the respective AV Marketplace services, including, but not limited to, interrupted service of means of communication, interruptions in the functioning of the i-Platform, electronic data exchange and payment system of credit institutions (incl. online banking).

   13. USER’S PERSONAL DATA

13.1.    AV Marketplace is entitled to process all User’s personal data received from the User, as well as to hand over to and receive the User’s personal data and other information from legally entitled third parties, databases, registries (such as the Population Register, State Social Insurance Agency, Enterprise register, etc.) and to process it.

13.2.    The purpose of processing the User’s personal data is keeping client records, offering, rendering and maintaining services, financial and statistical analysis, exercising and protecting of the rights of AV Marketplace and/or the User arising from the User Agreement as well as the Assignment Agreement.

13.3.    AV Marketplace is authorized to disclose the User’s personal data:

13.3.1.   to any person related to the fulfilment of the commitments arising to AV Marketplace from the User Agreement (including to communication service providers, payment intermediaries, credit institutions, etc.);

13.3.2.   to the parent company of AV Marketplace, its governing enterprise and any enterprises dependent on the governing enterprise, affiliated companies of AV Marketplace, other companies or enterprises, which directly or indirectly have obtained a significant share in the share capital of AV Marketplace or in which AV Marketplace has obtained direct or indirect participation, or legal foundations where AV Marketplace holds the membership status, insofar as such information is necessary for the performance of the functions delegated to them;

13.3.3.   to outsourced service providers that AV Marketplace has engaged in the provision of the services arising from the User Agreement, insofar as such information is necessary for the performance of the functions delegated to them;

13.3.4.   to personal data operators registered with the Data State Inspectorate of the Republic of Latvia of personal data processing systems, the supervisor whereof is AV Marketplace, insofar as such information is necessary for the performance of the functions delegated to them;

13.3.5.   upon handing over (transferring) the Claim;

13.3.6.   to a third party, who is taking debt collection steps to recover a debt from the User (such as debt collectors, lawyers, court bailiffs, insolvency administrators, etc.);

13.3.7.   to AV Marketplace IT services, legal, marketing, accounting, or auditing service providers, ensuring that the said persons have undertaken not to divulge such information.

13.4.    The User shall agree that AV Marketplace is using the address, e-mail address, and/or telephone number indicated on the User’s Profile to send commercial communications about the products or promotions of AV Marketplace or the companies affiliated to AV Marketplace.

13.5.    AV Marketplace is authorized to call and send text messages (SMS) to the telephone number having the connection of a mobile communications operator as indicated in the User’s Profile, to send e-mails to the e-mail address indicated in the User’s Profile, as well as to dispatch mail to the User’s mailing address to reach the User.

   14. TERMINATION OF THE USER AGREEMENT

14.1.    AV Marketplace is entitled to restrict the User’s right to use the i-Platform and/or terminate the User Agreement and delete the User’s Profile without a warning, if:

14.1.1.   the User breaches the present User Agreement or the Assignment Agreement or otherwise illicitly uses the i-Platform;

14.1.2.   the User has provided false or misleading information or counterfeit documents;

14.1.3.   AV Marketplace suspects money laundering, terrorism financing, or an attempt to do so, with the involvement of the User or the i-Platform.

14.2.    AV Marketplace has the right to unilaterally terminate the User Agreement at any time during the validity period of the User Agreement, by sending a notice to the User’s e-mail at least 10 (ten) Business Days in advance. In such case, as of the moment of sending the said notice, the User is forbidden to conclude new Assignment Agreements, purchase a new Claim, or use the User’s Profile. In this case, AV Marketplace continues to facilitate and proceed all transactions with the Claims purchased by the User before the notice by AV Marketplace on the unilateral termination of the User Agreement is sent in compliance with the present User Agreement and the Assignment Agreement.

14.3.    At any time during the User Agreement validity period, the User is entitled to request that the User’s Profile is deleted and the User Agreement is terminated on the condition that the User does not possess any Claim managed via the i-Platform and the User has not outstanding balance due to AV Marketplace.

14.4.    If the User wishes to delete the User’s Profile and terminate the User Agreement, the User sends a relevant notification from the User’s e-mail address to AV Marketplace or fills in the relevant notification on the User’s Profile and confirms it according to the procedures established on the i-Platform.

14.5.    If the User Agreement is terminated, AV Marketplace transfers all funds of the User that are available on the User’s Virtual Account to the User’s Bank Account no later than within 3 (three) Business Days after the termination of the User Agreement.

   15. OTHER TERMS AND CONDITIONS

15.1.    Situations that are not described by this Agreement and/or the Assignment Agreement shall be resolved in compliance with the principles and information reflected on the i-Platform.

15.2.    If the representation of the numbers in words in the text of the User Agreement differs from the representation in numbers, the representation of the numbers in words shall prevail.

15.3.    All notifications of the Parties must be put in writing and sent to the other Party through the i-Platform, by mail or e-mail, to the mailing and/or e-mail address indicated on the User’s Profile. Correspondence sent in mail shall be deemed received on the 7th (seventh) calendar day following the date indicated on the stamp by the postal service provider on the acceptance of a registered letter. Notifications sent to the User’s e-mail address shall be deemed received within 24 hours after the dispatch.

15.4.    To develop and improve the services offered on the i-Platform, AV Marketplace is entitled to introduce unilateral amendments to the present User Agreement. AV Marketplace shall post amendments to the User Agreement in the i-Platform.

15.5.    Within 30 (thirty) calendar days from the posting of the proposed amendments to the User Agreement on the i-Platform, the User may reject the proposal by notifying AV Marketplace about the objection in advance. If AV Marketplace has not received any written objections, it should be understood that the User has accepted amended User Agreement and then amended new User Agreement becomes binding to the Parties.

15.6.    AV Marketplace is entitled to unilaterally amend the Price List at any time, including to determine new commission fees and at the unilateral discretion of AV Marketplace grant discounts from the commission fees indicated on the Price List. Information about any changes in the Price List shall be made available on the i-Platform at least 10 (ten) days in advance before the changes become binding to the User.

15.7.    The Parties shall undertake not to divulge such information to any third parties, which derives from the present User Agreement, except as prescribed in the laws of the Republic of Latvia and in cases established in the User Agreement.

15.8.    The laws and regulations of the Republic of Latvia shall govern the legal relations arising from the present User Agreement.

15.9.    Any disputes between the Parties in relation to the use of the i-Platform and to the User Agreement shall be resolved at the Riga City Pardaugava Court pursuant to the effective laws and regulations of the Republic of Latvia.

15.10. The present User Agreement is binding until the moment, when the User’s Profile is deleted and both Parties have fulfilled their liabilities in full.

15.11. The User Agreement shall be stored in the AV Marketplace database in a PDF file format. The concluded User Agreement shall be stored in the database for an indefinite time period.

15.12. The User Agreement is drafted in English.

   16. SPECIAL TERMS IN CASE OF AV MARKETPLACE’S INSOLVENCY

16.1.    In case AV Marketplace becomes insolvent, the conclusion of new Assignment Agreements on the i-Platform shall be immediately terminated. All monetary funds equivalent to the amount of the electronic money deposited into the User’s Virtual Account shall be returned to the User.

16.2.    Insolvency of AV Marketplace shall not affect legal relations between the User, the Creditor and the Borrower.

16.3.    In case of AV Marketplace insolvency, AV Marketplace shall be taking all the necessary steps so that a third party takes over the administration and management of all Claims originating on the i-Platform, about which AV Marketplace informs all Users.