1.1. Applicant – a person willing to become a User of
1.2. Amortized – Loan repayment type, meaning Loan
amount is repaid gradually in installments during Loan
1.3. Balance – a figure shown at User Account, that
reflects the balance of funds available for User to be used
1.4. Borrower – a legal entity (business), requesting
fundraising for its Project(s) by borrowing funds from User
and other Users at Marketplace, according to Loan
Agreement(s) to be entered into, and/or, which has already
received the funds and entered into relevant Loan
1.5. Bullet – Loan repayment type, meaning the entire
Loan amount is repaid in one payment at Loan Maturity Date.
1.6. Business Day – a calendar day, except for state
holidays and official celebration days, either in Latvia or
1.7. Currency – a currency, in which, Loan is granted
and shall be repaid. Same currency applies to Interest and
Penalty payments, if any, as well as any other payment under
particular Loan Agreement.
1.8. Deposit – a process of adding funds to User
Account, that results in increase of Balance at User
1.9. Funding Purpose – a purpose the fundraising is
arranged for and all Investments under the same Project
shall be used for.
1.10. Fundraising Expiry Date – may also be referred to
as Fundraising Expiries, a date, when fundraising for
relevant Project ends/ended.
1.11. Fundraising Open Date – a date, when fundraising
for relevant Project starts/started.
1.12. General Terms and Conditions – may also be
referred to as GTC, these General Terms and Conditions, as
may be amended from time to time.
1.13. General Loan Terms – general terms of Loan
Agreement on Loan issuing, repayment procedure and other
1.14. Interest – a remuneration to be paid by Borrower
to User for the use of Loan.
1.15. Interest Rate – a rate Interest is calculated at.
1.16. Investment – the funds User invests in
Project(s). Once invested may also be referred to as Loan.
1.17. Investment Guarantee Fund – a separate money
pool, accumulated and managed by Marketplace, that may be
used to cover User's losses in the event of default,
according to the procedure and in the amount as set out by
1.18. Loan Agreement – a legal arrangement, made at and
according to Marketplace’s rules, between User and Borrower,
whereby User undertakes to lend particular amount of funds
to Borrower, and Borrower undertakes to repay those funds in
due time and manner together with Interest.
1.19. Loan Period – a time period for which the Loan is
1.20. Marketplace – an online marketplace available at
www.gainwest.com including all its sub-pages or web pages
within the same administrative domain and any of its
sub-domains (unless expressly excluded by their own terms of
service) and operated by Marketplace Operator.
1.21. Marketplace Operator – a party to User Agreement,
GAINWEST OÜ, a private limited company, registered under the
laws of the Republic of Estonia, company code: 14898068.
Detailed information and offices addresses are published at
1.22. Minimum Target – a minimum amount of funds
Borrower requires to obtain for funding of Project.
1.23. Notice – a notice sent by Marketplace to User
according to procedure prescribed in these GTC.
1.24. Penalty – a compensation to be paid by Borrower
for delayed payment.
1.25. Penalty Rate – a rate Penalty is calculated at.
1.26. Policy – each and any internal document of
Marketplace that sets rules and describe general approach in
respect to, how Marketplace handles particular matters.
1.27. Project – a project in respect to which raised
funds will be used.
1.28. Project ID – a unique identification number, that
allows to identify Project at Marketplace and in supporting
1.29. Registration Process – a process each Applicant
requires to went in order to acquire a User Status, and that
consists of 3 stages (steps): Account Creation Stage,
Verification Stage and Questionnaire Stage.
1.30. Regulation – any law, regulation, rule,
directive, guideline of any state or international body or
regulatory authority or agency, applicable to particular
subject in question and is mandatory for Marketplace to
1.31. Repayment Type – Loan repayment type, being
either Amortized or Bullet.
1.32. Repayment Schedule – a schedule to Loan
Agreement, where exact payment amounts and dates of payments
1.33. Security – is an instrument, that may be enforced
in the event of default and help to cover User’s losses,
according to the procedure and in the amount set out in
1.34. Security Provider – a person, who provides
1.35. Special Loan Terms – material terms of Loan
Agreement, like Loan amount, Interest Rate, Loan Maturity
1.36. Target – a maximum amount of funds Borrower
requires to raise in order to implement Project.
1.37. Transaction – Investment, Deposit, Withdrawal,
incoming Interest and other transactions, that reflects
Balance at User Account, as the case may be.
1.38. User – a party to User Agreement, who is willing
to invest money in Project(s) at Marketplace by entering
into relevant Loan Agreement(s), or who has already invested
money and entered into relevant Loan Agreement(s). In Loan
Agreements and supporting documentation may also be referred
to as Lender.
1.39. Users – other users of Marketplace, who acquired
1.40. User Status – a status for Applicant, who
successfully went through all three stages of Registration
Process (got approved) and thereby has acquired a right to
use Marketplace within its full capacity.
1.41. User Account – User’s individual sub-page(s),
opened and existing at Marketplace, that serves as User’s
personal area, where he can make Investments and view all
1.42. User Agreement – an agreement that governs
contractual relationship between User and Marketplace
(legally, Marketplace Operator), consisting of these GTC,
all effective Policies, as the case may be, incorporated
herein by a reference, and User’s consent thereto.
1.43. User ID – a unique identification number that
allows to identify User and associate particular actions
made at Marketplace with User.
1.44. Veriff – Veriff OU, a private limited company,
registry code 12932944, having its registered address in
Tallinn, Estonia, that, according to agreement with
Marketplace, performs identity document and face
1.45. Withdrawal – a process of withdrawing funds from
User Account, that results in decrease of Balance at User
2.1. Marketplace is a peer-to-peer, lending-based
crowdfunding platform, available online via internet, that
provides an opportunity for User and other Users to receive
passive income as interest being paid for the funds they
invest (lend), and, from another part, for Borrowers, to
borrow funds from User in order to fund their Projects.
2.2. In respect to use of Marketplace there are several
legally binding documents, that Applicant must be aware of
and consent to. These GTC set terms and conditions for use
of Marketplace. There are several Policies, that explain
general approach, how Marketplace handles various matters.
Such Policies include, but not limited to Funding Policy,
others, as may be introduced and amended from time to time.
All mentioned documents are available at Marketplace and may
be reviewed by Applicant during Registration Process, before
submitting a registration application.
2.3. In turn, each and any Loan Agreement shall govern
relationship, between User and particular Borrower in
respect to particular Loan, and consist of General Loan
Terms, Special Loan Terms and Payment Schedule. The
procedure of entering into Loan Agreement(s) is described
below in these GTC.
2.4. Some specific words, such as “investments”,
“investors” and “invest” are used herein because they are
familiar to crowdfunding industry users. Therefore, “to
invest” shall also mean “to lend”; an “investment” shall
also mean “a loan”; “a lender” shall also mean “an
investor”. Nevertheless, each and any Investment made at
Marketplace is expressed in the legal form of Loan.
2.5. Although currently there are no fees Marketplace
charges its Users, any third party’s fee, other cost, duty
or tax, may occur during the usage of Marketplace, shall be
covered by User itself.
2.6. Marketplace may, from time to time, attract third
parties in order to provide specific services. In case User
wants to continue using Marketplace, it must consent to the
terms of such services, unless User decides to terminate its
User Agreement and cease to use Marketplace.
3. REGISTRATION PROCESS
3.1. Any person may visit Marketplace, however, the
information volume and usage capabilities may be limited,
including information about Projects and possibility to
invest. In order to invest at Marketplace, the visitor must
acquire User Status.
3.2. Any Applicant, who meets the requirements set out
in these GTC and AML Policy, is eligible to become
3.3. Any Applicant, who does not meet the requirements
set out in these GTC and AML Policy, may become Marketplace
user only, if Marketplace individually has evaluated the
Applicant and based on evaluation results, has made an
exclusive decision in respect to that Applicant. In that
case, Marketplace may also impose specific limitations to
3.4. At any time, and at its own discretion,
Marketplace may impose additional requirements, change the
existing requirements, or refuse to approve particular
3.5. Applicant (and, later, User) is not allowed to use
Marketplace in a capacity of creditor, performing its
professional (business) activity. Marketplace does not
provide or intermediate execution of consumer credit
agreements. Loans to consumers at Marketplace are
prohibited. Hereby Applicant confirms that it will not use
Marketplace, acting as a consumer. If Applicant (and, later,
as User) fails to follow the said restriction, User shall be
liable for all direct and indirect damages and expenses
which have occurred or may occur in the future to
Marketplace and/or any other persons, due to breach of the
3.6. Each Applicant must provide a complete and true
information and documents during Registration Process. Such
information and documents include any evidence, as may be
required in order Marketplace to comply with existing
3.7. The Registration Process is divided into three
stages (steps): Account Creation Stage, Verification Stage
and Questionnaire Stage.
3.8. During the ACCOUNT CREATION STAGE, Applicant, via
Marketplace, must submit the following data:
3.8.1. First Names and Last Names – real names as
spelled in Applicant’s identity document;
3.8.2. E-mail address – Applicant’s personal e-mail
address, that will be used for further login to Marketplace
and receiving Notices;
3.8.3. Password – a password, made-up by Applicant,
consisting of 8 characters, using at least 1 big letter,
and, at least, 1 digit;
3.8.4. Confirm Password – retype the password to avoid
3.9. After all data was entered and submitted according
to Marketplace’s requirements, Marketplace shall send e-mail
message with confirmation link. To activate User Account,
Applicant must go to its e-mail and click on the e-mail
confirmation link. A relevant message will appear saying
that e-mail was successfully confirmed. When an e-mail
address is confirmed, Applicant may log in into its User
Account and proceed to the next stage.
3.10. During VERIFICATION STAGE, Applicant must present
a valid identity document (i.e. passport, ID card or
residence permit) in the way asked by the software, as well
as demonstrate his face to the camera. This part of service
is done by Veriff, according to relevant agreement between
Marketplace and Veriff, and according to the procedure set
by the Veriff. Verification process description, data
processing policy and other terms may be viewed at Veriff’s
website – www.veriff.com.
3.11. In case the quality of video transmission is low,
or if software detects counterfeit signs, or other errors
occur during Verification Stage, Applicant’s identity may be
rejected. If Applicant thinks such rejection was unfair, it
may repeat the procedure using the same tool, or Applicant
may contact Marketplace in order to agree on another type of
3.12. Verification is an instant procedure and relevant
message will appear saying that Applicant’s identity was
verified successfully. In some cases, verification takes
longer time and result may arrive in up to 5 Business Days,
and in such cases, Marketplace shall send a notification
about results of verification by e-mail. Once Applicant is
verified, it may proceed to the next stage.
3.13. During the QUESTIONNAIRE STAGE, Applicant, who is
an individual, must provide the following information:
3.13.1. Personal information: names (inserted
automatically); date of birth; personal ID number, if any;
country of birth; citizenship; permanent residing address;
mobile phone number);
3.13.2. Information about income: main source of
income; average yearly income; current savings; percentage
of income ready to invest; occupation.
3.13.3. Information about investments: expected number
of investments per month; expected aggregate investments per
month (EUR); purpose of investing; types of projects
Applicant is planning to invest;
3.13.4. Investment about experience: knowledge level;
experience in investing; kind of investments done in past;
crowdfunding knowledge; crowdfunding or peer-to-peer
marketplace experience; types of project invested in past;
3.13.5. Information about PEP (politically exposed
person) status, beneficial owner status and existence of
administrative or criminal conviction in field of money
laundering or terrorism financing.
3.14. After all data was entered according to
Marketplace’s requirements and submitted successfully,
Marketplace shall check and evaluate the data, as well to
perform Applicant’s background check. The said background
check may include a screening against PEP lists, sanctions
lists and other restriction lists, according to AML Policy
and applicable AML Regulations.
3.15. After the said check and screening, Marketplace,
to the e-mail address of Applicant, shall send the Notice
3.15.1. an approval, and this shall be a moment when
Applicant acquires a User Status, or;
3.15.2. a request for additional information, documents
or requesting a clarification of previously submitted data,
and Applicant must reply thereto within the term set in that
Notice by submitting the requested information, otherwise
Marketplace may reject the application, or;
3.15.3. rejection and this shall mean Applicant may not
acquire User Status and in that case Marketplace, at its own
discretion, may restrict access to User Account of
particular Applicant and/or delete User Account.
3.16. Marketplace, at any time and at its own
discretion, may impose various restrictions for the use of
Marketplace for particular User, including, but not limited
to restrict Investments in specific Projects.
3.17. During Registration Process, Applicant must read
and consent to these GTC. If Applicant does not understand
any term or obligation it will be bound by, it should
contact Marketplace and request explanation about subject in
question. In case, Applicant does not agree to any of the
terms, it may not acquire User Status, and therefore, shall
refrain from registration and use of Marketplace.
3.18. These GTC, including all Policies, incorporated
herein by a reference, form a consolidated User Agreement
that shall be considered as agreed by Applicant, and become
effective once Applicant has checked the “I have read,
understood and agree” box during Registration Process.
3.19. Once Applicant has acquired User Status, it shall
immediately acquire the rights and become legally bounded by
the obligations set out in User Agreement, by and between:
3.19.1. User and Marketplace, and;
3.19.2. User and other Users of Marketplace.
3.20. If Applicant did not complete either stage of
Registration Process or was rejected by Marketplace,
however, it continues to use Marketplace (with limited
capabilities) it shall be legally bounded by all the
obligations set out in User Agreement, excluding rights that
under User Agreement are vested to Users with User Status,
like a right to Invest.
4. USER’S OBLIGATIONS AND GUARANTEES
4.1. User hereby warrants, represents, agrees and
4.1.1. User acts in full its capacity, not limited due
to disorders of mental nature, in clear mind, not under the
influence of alcohol, drugs, psychoactive or other
4.1.2. User is a beneficial owner and is dully
authorized to use funds at its bank account from/to which it
4.1.3. collection of any amounts, arising from
financial obligation under Loan Agreement(s) and/or these
GTC, shall be done with intermediation of Marketplace, and
User has no right to take such actions or steps
independently, except for cases, where Marketplace has given
its written consent to do so;
4.1.4. any matter and other information User become
aware of through, or in the course of, the use or access to
Marketplace, may be used by User for the purposes of using
Marketplace only and not for any other purposes;
4.1.5. User understands the risks involved in using
Marketplace, including the possibility that when the risks,
related to use of Marketplace and investing materialize,
User might not get back its investment (partly or
completely), or make the expected profit from it;
4.1.6. some Borrowers and/or Projects may be affiliated
with Marketplace by either having the same UBO, shareholders
or management people, however, this information will be
openly disclosed in Project’s description;
4.1.7. while managing payments, Marketplace’s
performance directly depends on third parties, such as
banks, which in turn may impose additional requirements,
charge fees and extend a term of receiving the payment;
4.2. User must provide complete and true information
and documents in due and timely manner, as Marketplace may
request from time to time, as well as to inform Marketplace
about changes in its contact or personal information,
including change of identity document. Marketplace may rely
on information received from User during Registration
Process, unless User has been duly notified and provided
Marketplace with new data.
4.3. User must act in good faith, when using
Marketplace, and take the rights of other Users into
consideration, and not use Marketplace for the purpose of
causing any direct or indirect harm to other Users and/or
4.4. User must, in due and timely manner, regularly
check its e-mail and User Account, read and reply to Notices
sent by Marketplace. User must, in due and timely manner,
accept Marketplace’s documents and amendments thereto,
unless User disagree with them and is willing to terminate
its User Agreement.
4.5. User must declare itself and pay all taxes in
relation with Transactions made via Marketplace, according
to existing Regulation. Marketplace don’t make any deduction
on account of taxes payable, unless it is required by
Regulation to do so. The above applies, among other things,
to the taxes payable on Interest earned by User.
4.6. When using Marketplace, User may not use any
technical equipment, software, application or other solution
to make an automated use, reading, collection, recording or
other processing of Marketplace's content (including User
4.7. When using Marketplace, User may not use any
malicious software (any software that might bring harm to
Marketplace), including, but not limited to worms, viruses,
trojans, spyware, adware and rootkits, which may steal,
delete or change data, or add any software, not approved by
4.8. For the time of duration of User Agreement,
Marketplace grants User a limited, revocable, non-exclusive,
non-sub licensable, non-transferable license to access
Marketplace, and use it solely in accordance with these GTC.
User undertakes not to copy, download, save, reproduce,
print or otherwise process, whether in part or in full, the
content of Marketplace (including User Account) without the
prior written consent of Marketplace. Notwithstanding the
foregoing, User may print or save Marketplace’s content
(including User Account’s content) for personal use and only
to the extent, reasonably necessary for User to use
4.9. When making Investments at Marketplace, User must
assess the suitability and risk of the relevant Investment,
and, if necessary, should obtain advice from specialists in
the relevant field, including legal, tax and/or investment
4.10. Aside from obligations listed in this Section,
User must read and observe obligations described in other
Sections of these GTC.
5. USER ACCOUNT
5.1. User Account is User’s individual sub-page(s),
opened and existing at Marketplace, which may be used for
surfing Marketplace and viewing extended information about
Projects, Investing, keeping records of Investments and
other Transactions made, communication between Marketplace
and particular User, and other functionality, as Marketplace
may introduce from time to time.
5.2. Applicant also may be granted with access to its
User Account, however, capabilities thereof will be limited,
until Applicant passes the entire Registration Process
(acquires User Status).
5.3. Investments and Withdrawals at User Account are
possible only within positive Balance, available at User
Account, excluding any amounts reserved necessary for
Transaction, fee or other deduction to me made in future.
5.4. Upon successfully passing Registration Process,
Marketplace shall create and assign to User a unique User
ID. User ID is a combination of letters and/or digits, used
to identify User at Marketplace and associate particular
actions made at Marketplace with User, including giving
consent to various documents, making Investments and
entering into Loan Agreement(s).
5.5. User’s e-mail and password (credentials) shall be
personal and used to identify User each time User logs into
Marketplace and performs any actions via Marketplace.
Marketplace may set requirements as to the e-mail and
password, and demand regular changing of the selected
password, due to security or other considerations.
5.6. Provided that the correct credentials have been
entered to access Marketplace, it will be presumed, that the
person using the credentials, is legally authorized to do
so, and to perform actions in the name and on behalf of
5.7. User undertakes to keep its credentials
confidential and to not store such details in a way, that
enables others to access them or impersonate User. If User
discloses its credentials to any person, to whom it
authorizes to access its User Account (including fails to
store its credentials in due manner), User shall be
responsible and liable for any access to User Account and
Transactions made thereat.
5.8. Marketplace may restrict User's rights or refuse
to follow User's instructions, inter alia, in case
Marketplace considers that there is a risk third person(s)
possess User's credentials.
5.9. User must immediately notify Marketplace, if it
discovers or suspects, that the security of its User Account
may have been breached. If Marketplace receives such
notification from User, or determines itself that the
security of User Account may have been breached, User shall
not be able to access Marketplace, until particular measures
have been taken to verify the identity of User.
5.10. Unless and until User informs Marketplace that it
believes another person knows User’s credentials, or can use
Marketplace by impersonating User:
5.10.1. User shall be responsible for any instruction,
which Marketplace receives and acts upon, even if not given
by User, and/or;
5.10.2. User shall perform in due manner all
obligations taken as a result of unauthorized action,
5.10.3. Marketplace shall not be responsible and liable
for any unauthorized access to User Account or information
5.11. Marketplace may refuse to act according to
instruction given through Marketplace, if believes:
5.11.1. it was unclear, and/or;
5.11.2. it was not given by User, who requested the
5.11.3. it might cause Marketplace to breach Regulation
or other legal duty, and/or;
5.11.4. that Marketplace is being used for illegal
5.12. If due to technical errors Balance was mistakenly
credited or debited, Marketplace shall reserve a right to
reverse and correct particular record.
6.1. The fundraising of each and any Project via
Marketplace is carried out according to these GTC and
Funding Policy. Several Users may invest in the same
Project. User may invest into several Projects and invest
several times into the same Project. The fundraising via
Marketplace is not possible for some types of Projects, or
some limitation may apply according to Funding Policy, as
amended from time to time.
6.2. The order, how Borrower submits a request for
fundraising to Marketplace, its content and supporting
documents/information volume, are set out in arrangement
between Marketplace and Borrower, that is out of scope of
6.3. If Project is published at Marketplace, that shall
mean, the following:
6.3.1. relevant agreement is concluded between
Marketplace and Borrower, that, among other things, contains
Borrower’s consent to Loan Agreement’s terms and procedure,
how Loan Agreements will be entered into at Marketplace;
6.3.2. Marketplace has performed due diligence of
Borrower, according to its internal procedures (see
6.3.3. Marketplace has performed due diligence of
Project, according to its internal procedures (see
6.4. User must always keep in mind that due diligence
referred to in Clause 6.3.2 and 6.3.3 of these GTC, shall
never serve as a sole basis for User to make a decision for
6.5. Although Marketplace shall always put its best
efforts to keep an appropriate due diligence level, User
shall bear in mind, that:
6.5.1. Marketplace shall review the documentation
(information and documents) about Borrower and Project,
primarily, on the basis of, either, information submitted by
Borrower itself, or found in public sources, that, not
always might be reliable, and;
6.5.2. Marketplace, primarily, will check for whether
or not Project is appropriate for Marketplace, according to
6.5.3. Marketplace’s opinion to approve Project may not
match User’s personal opinion.
6.6. Project description at Marketplace for and any
Project shall contain, at least, the following:
6.6.1. Project ID;
6.6.2. Project (name);
6.6.3. Project short description;
6.6.4. Funding Purpose;
6.6.6. Minimum Target;
6.6.7. Borrower’s name and information thereof;
6.6.8. Loan Period;
6.6.9. Fundraising Open Date;
6.6.10. Fundraising Expiry Date;
6.6.11. Project location;
6.6.13. Interest Rate;
6.6.14. Payment periodically;
6.6.15. Repayment Type;
6.6.16. Information on whether Project is covered by
Investment Guarantee Fund;
6.6.17. Information on whether Project is covered by
Security, and who is Security Provider;
6.6.18. Information on whether Project is affiliated
6.7. Once fundraising has started at Marketplace, it
shall be considered as proposal (a public offer) of
6.7.1. which is addressed to User and any other User,
6.7.2. which constitutes a proposal to enter into Loan
Agreement(s) in aggregate principal amount of up to Target,
set for that Project, and;
6.7.3. where Borrower expresses its intention to be
legally bound by Loan Agreement(s) to be entered into
according to Investment(s) made, and;
6.8. The fundraising for each and any Project stops,
6.8.1. by Fundraising Expiry Date, the total amount of
all Investments is less, than Minimum Target, or;
6.8.2. total amount of all Investments has reached
6.8.3. requested by Borrower and accepted by
6.8.4. stopped by Marketplace.
6.9. The said public offer (Clause 6.7 of these GTC)
cannot be withdrawn by Borrower in respect to effective Loan
6.10. The decision as to whether or not to invest in
Project is decided solely by User, on its own risk.
6.11. If more several Users invest in the same Project,
all Investments are considered to have been made in
chronological order and only insofar as such Investments
6.12. Preconditions for User to make Investment are, as
6.12.1. fundraising has been started and has not been
ended at the moment of Investment, and;
6.12.2. Investment amount equals or exceeds the minimum
investment amount, set by Funding Policy, and;
6.12.3. Investment amount does not exceed the Target
amount and/or the maximum investment amount, set by Funding
6.12.4. the User has enough positive Balance at its
User Account, at least in amount equal to that User wishes
6.12.5. there are no restrictions placed by Marketplace
6.13. In some cases, Marketplace may, at its own
discretion, prohibit User from investing or impose other
conditions for investing.
6.14. In order to make Investment, User must enter
Investment amount (in EUR) it wishes to invest in the
relevant field, under Project description, and click
“Invest” button. Marketplace will pop-up a window,
containing most essential information about Project, with
available links to supported documents. User must check if
all that shown is correct and confirm its Investment by
pressing the “Confirm” button.
6.15. If User decides not to invest, or to postpone
Investment, or in case the data shown is incorrect, User
must close the window. Investments that were not confirmed
will appear at User Account and may be, either, deleted, or
confirmed by User, provided preconditions set out in Clause
6.12 are still met.
6.16. At the moment, when User clicks button “Confirm”,
Balance at its User Account will be reduced for the amount
6.17. Marketplace calculator may be used for
calculating estimated earnings, based on amount of
Investment entered by User. The calculator, however, has
only informative purpose.
7. ENTERING INTO LOAN AGREEMENTS
7.1. Each and any Investment shall be formed as loan
agreement. Investor and Borrower shall enter into a separate
Loan Agreement for each Investment.
7.2. Each and any Investment shall become irrevocable
and relevant Loan Agreement becomes effective at the moment
when, after clicking the “Confirm” button, Marketplace
pop-ups a message about successful Investment. Before
clicking the “Confirm” button, User shall have a possibility
to familiarize itself with all terms of particular Loan
Agreement and GTC version, effective at the moment of
Investment, by clicking on relevant links in the pop-up
message. It is responsibility of User to familiarize itself
with the said terms and documents. Once User has clicked
“Confirm” button and Marketplace notifies User with the
pop-up message about successful Investment, such Investment
cannot be withdrawn.
7.3. After User clicked “Confirm” button, Marketplace
creates a pdf file with Loan Agreement, that serves as a
proof that Investment was made and Loan Agreement was
7.4. Each and any Loan Agreement shall consist of
particular Special Loan Terms, setting out material terms,
like Loan amount, Interest Rate, Loan Maturity Date etc;
General Loan Terms in version effective on the date of
investing; and, relevant Repayment Schedule.
8. PAYMENTS UNDER LOAN AGREEMENTS, DEPOSITS AND
8.1. According to Loan Agreement(s), the authorization
described in the Section 14 “Authorization” of these GTC,
8.1.1. performs required calculations of amounts to be
8.1.2. drafts relevant Repayment Schedules for Loan
8.1.3. manages payments between User and Borrower(s),
including, but not limited to transferring of Loan amounts
to Borrowers, and transferring Loan principal and Interest
received from Borrower(s) to User, and/or;
8.1.4. manages and keeps records of Balances at User
Account, including handling Deposits and Withdrawals, made
8.2. Marketplace may and shall perform its duty of
managing the payments only in case, if there are enough
funds (positive Balance) at User Account to perform
particular Transaction. Therefore, it is User’s obligation
to always keep enough Balance for execution of particular
Transaction. This, among other things, includes when,
according to Loan Agreement and/or these GTC, User is
required to fulfill a financial obligation, User must ensure
that, no later than on the day when such obligation becomes
due (or in cases specified in GTC, on the day upon which
User commits to such obligation), there are enough funds at
User Account for the purpose of completing such obligation
in full. If Balance at User Account is insufficient on the
day upon which the relevant financial obligation becomes
due, it shall be deemed that User has breached the relevant
financial obligation to the extent of such failure.
8.3. Marketplace ensures all Loan amounts according to
effective Loan Agreements are transferred to Borrower(s).
The procedure and time frames, how those transfers are made,
is described in legal arrangements between Marketplace and
particular Borrower and shall be out of scope of these GTC.
8.4. Marketplace ensures all Loan principals and
Interest, according to effective Loan Agreements, are
transferred to User. Precondition for that to be done is
Borrower has transferred required funds to Marketplace. All
received Interests, Loan amounts and other payments will be
reflected at User Account, and User will be able to withdraw
those, or use for further Investments.
8.5. If funds received from Borrower are not enough to
cover all outstanding obligations towards all Users, who
invested in the same Project, Marketplace shall distribute
those funds to all Users proportionally to the amount of
Investments they have made.
8.6. If Loan Agreement has Penalty, then, Borrower
shall pay Penalty to User for each day of delay from
outstanding amount, starting on the 4th days after such
delay occur, calculated at Penalty Rate, set in particular
8.7. Unless in these GTC is stated otherwise, User may
Deposit any amount to its User Account, by transferring
relevant funds, in a manner prescribed by Marketplace.
8.8. When depositing funds, User must insert its User
ID in payment description (payment reference). If payment
description does not contain User ID, or was spelled with
errors, Marketplace either returns the payment to sender,
less fee for fund transfer, or contacts User, if it can be
identified, and finds out the rest of details for the
8.9. It is prohibited to Deposit funds to User Account
of another User. All such Deposits will be rejected/returned
to the sender, less fee for fund transfer.
8.10. All Deposits must be made in EUR currency. All
Deposits that made in currency other, than EUR, will be, at
Marketplace’s own discretion, either, exchanged to EUR,
according to exchange rate selected by Marketplace, or
returned to the sender, less the fee for funds transfer.
8.11. Minimum Deposit amount is 1 EUR. There is no
maximum limit for Deposit, however, for significant amounts,
Marketplace may request supporting documentation from User
due to AML reasons.
8.12. Marketplace may request User to Deposit funds at
User Account in order to perform obligations due.
8.13. All funds received from User and other Users
shall be held at account in bank or e-money/payment
institution, licensed and located in EEA country, the United
Kingdom or Switzerland. Users funds will be separated from
Marketplace’s funds, and may be used only to reflect
transactions made at Marketplace. The funds on that account
cannot be used for discharging obligations of Marketplace,
or used for Marketplace’s commercial activity. Marketplace
does not gain any interest on such funds, and no interest in
turn will be payable to User on the funds, transferred to
8.14. Unless otherwise stated in these GTC, User, at
any time, may withdraw any amount of a positive Balance,
reflected at its User Account, in a manner prescribed by
Marketplace. When User instructs Marketplace to withdraw the
funds, Marketplace shall make the wire transfer in amount
requested by User (within available Balance) to the checking
account of particular User, registered at Marketplace.
8.15. User may deposit and withdraw funds only from/to
its checking account, registered at Marketplace. It is
prohibited to deposit/withdraw funds from/to account of
third parties, unless under specific circumstances
Marketplace considers its appropriate and allows to do so.
8.16. User, at any time, my apply for a change of its
checking account at Marketplace. The requirements for
account are set out in AML Policy.
8.17. All Withdrawals shall be made in EUR currency.
8.18. Minimum Withdrawal amount is 25 EUR, unless User
request termination of User Agreement and closing of its
User Account. There is no maximum Withdrawal amount (within
8.19. Marketplace may, at its own discretion, impose
restrictions or limitations to the minimum or maximum
amounts of Deposits and/or Withdrawals.
8.20. Marketplace may postpone Deposit and/or
Withdrawal processing, in case User has unsatisfied requests
from Marketplace, or other obligations must be performed
under these GTC.
8.21. User must always stay aware, that time for
processing Deposits/Withdrawals usually takes 3 Business
Days that should be added to standard wire transfer, that,
in turn, within EEA region, may take another 2 business
9. AMENDMENTS TO LOAN AGREEMENT
9.1. General Loan Terms and Special Loan Terms version,
currently effective at Marketplace, will be available for
review at Marketplace. Different Projects may have different
General Loan Terms and Special Loan Terms versions, and User
must always check those versions, that will be attached to
9.2. Generally, Marketplace promotes that no amendments
made in respect to Loan Agreements, which already became
effective. However, there are various cases when the
effective Loan Agreement may be amended:
9.2.1. due to early payments by Borrower, where the
Repayment Schedule must be amended accordingly, or;
9.2.2. obvious mistakes found in the text of Loan
9.2.3. change in Regulations, that requires terms of
Loan Agreement to be changed accordingly, in order to remain
9.2.4. Borrower or Users, who’s aggregate Investments,
made under particular Project, constitute 50,01% or more,
request changes to Loan Agreement, or;
9.2.5. Marketplace, at its own discretion, decides to
improve the text of Loan Agreement.
9.3. In cases listed in Clauses 9.2.1, 9.2.2 or 9.2.3
of these GTC, no consent from User is required, and relevant
amendment shall be introduced as follows:
9.3.1. once the situation appears (meaning, either the
Borrower makes early repayment, or Marketplace discovers the
mistake, which it considers as obvious, or Regulation
changes), Marketplace shall draft a new Repayment Schedule,
or amend the text of Loan Agreement accordingly, then;
9.3.2. the amended version appears at User Account of
9.3.3. Marketplace informs User by sending Notice,
according to procedure set out in these GTC, and;
9.3.4. the amended version of Loan Agreement shall
become fully effective on the date set in the Marketplace’s
Notice, and shall become legally binding to relevant parties
to Loan Agreement (User and Borrower).
9.4. For the changed referred to in Clauses 9.2.4 or
9.2.5 of these GTC, the order shall be, as follows:
9.4.1. Marketplace performs the voting, according to
procedure set out in Section “Voting Procedure” of these
220.127.116.11. if, according to voting results, Users have
taken a decision to accept amendment, Marketplace shall
notify all Users, who invested in the same Project, then;
18.104.22.168. Marketplace performs actions in the sequence,
as set in Clauses 9.3.1 through 9.3.4 of these GTC.
9.4.2. if, according to voting results, Users have
taken a decision not to accept amendment, Marketplace shall
notify all Users, who invested in the same Project, about
voting result, and Marketplace shall consider another voting
or other actions reasonable for the situation.
9.5. If Marketplace considers necessary, in Notice
about amended Loan Agreement, it may explain, how existing
obligations will be treated/applied before and after the
9.6. It is User’s obligation to review each and any
amendment to Loan Agreement, in respond to Marketplace, if
requested, in a timely and due manner.
10. VOTING PROCEDURE
10.1. From time to time, as it may be required by
situation, Marketplace may introduce voting among Users at
Marketplace. This, among other thing, may include, a voting
10.1.1. introducing changes to any Marketplace document
(including these GTC), and/or;
10.1.2. changes to, either, General Loan Terms or
Special Loan Terms, and/or;
10.1.3. changes to effective Loan Agreement(s), and/or;
10.1.4. termination of effective Loan Agreement, an/or;
10.1.5. other matters, as per Marketplace, requires
approval from Users.
10.2. Marketplace informs about upcoming and reminds
about ongoing voting, by sending Notice to User, according
to these GTC.
10.3. Marketplace, at its own discretion, may set a
quorum and/or define, how much votes are needed to approve
proposal. Voting will be introduced in a way allowed by
10.4. If User don’t respond (vote) within the term set
by Marketplace, which shall not be less than 14 (fourteen)
calendar days as of sending Notice, it shall be considered,
that User has voted against the proposal.
10.5. Voting results will be published at Marketplace.
11. TERMINATION OF LOAN AGREEMENT
11.1. Each Loan Agreement shall be deemed as fulfilled
completely, when all due obligations, arising out of that
Loan Agreement, were performed in due manner. Marketplace’s
obligations to manage the Investments ends, when Loan
Agreement is fulfilled.
11.2. If on Fundraising Expiry Date, Minimum Target is
not achieved, all Loan Agreements in respect to particular
Project shall become null and void on the next day,
following Fundraising Expiry Date. In that case, Borrower
shall return to User its Investments, and pay Interest, for
the period, starting from the day of Investment and until
Fundraising Expiry Date.
11.3. Loan Agreement may be terminated by User
unilaterally prior Loan Maturity Date, if it became clearly
known, and Marketplace has received an appropriate proof,
11.3.1. Borrower used Loan for purposes other, than for
Funding Purpose, and/or;
11.3.2. Project is fake (not exists in real life),
11.3.3. dissolution (liquidation), bankruptcy or
similar procedure has been started in respect to Borrower;
11.3.4. Borrower delays any payment to User under Loan
Agreement for at least 90 (ninety) days, and/or;
11.3.5. any of acknowledgements or guarantees given in
Section “Acknowledgements and Guarantees of Borrower” of
Loan Agreement appear to be false.
11.4. If User has noticed any of circumstances,
described in Clause 11.3 of these GTC, it may notify
11.5. If Marketplace becomes aware of any of
circumstances, described in Clause 11.3 of these GTC,
either, by itself, or by receiving relevant information from
User, the following actions will be performed:
11.5.1. Marketplace requests from Borrower appropriate
refutation or explanation within the term period set at
Marketplace’s discretion, but not exceeding 10 (ten)
calendar days, then;
11.5.2. if no refutation or explanation provided within
a period set by Marketplace, or the refutation or
explanation provided by Borrower Marketplace considers as
not appropriate, and no other existing facts may prove the
11.5.3. Marketplace notifies User about existing breach
of Loan Agreement, then;
11.5.4. Marketplace initiates a voting for termination
of Loan Agreement, according to procedure set out in Section
“Voting Procedure” of these GTC, then;
11.5.5. if, according to voting results, Users voted to
terminate Loan Agreement, Marketplace notifies Users about
termination of Loan Agreement (as well as all Loan
Agreements under the same Project), by sending Notice,
according to notification procedure set out in these GTC,
22.214.171.124. Loan Agreement (and all other Loan
Agreements) shall become null and void on the date, as set
in Marketplace’s termination notice, and;
126.96.36.199. all outstanding payments towards User and all
other Users, who invested in same Project, according to Loan
Agreement(s), become payable immediately.
11.5.6. if, according to voting results, Users voted
not to terminate Loan Agreement, Marketplace notifies Users
about voting result, and, Marketplace shall consider another
voting or other actions reasonable for the situation.
11.6. If a refutation to the subject in question or
explanation provided by Borrower (Clause 11.5.2 of these
GTC) Marketplace consider as appropriate, which, at
Marketplace’s own discretion, is in the best interests of
User and other Users, then a right of termination shall not
be used, but only in respect to that particular case in
11.7. As it is set by Loan Agreement, upon its
termination, and despite the reason of such termination,
Borrower must immediately repay to User the entire
outstanding amount of Loan, together with outstanding
Interest and Penalties, if any.
11.8. Marketplace shall oversee the termination process
and perform other actions according to these GTC, to which
it is authorized and which is, at Marketplace’s, own
discretion, is in the best interests of User and other
11.9. Marketplace shall manage outstanding payments due
to termination of Loan Agreement(s), however, Marketplace
operates only with funds received/collected from Borrower.
In case an official (administrator, liquidator or trustee)
is assigned to lead insolvency process, Marketplace shall
provide such person with all data about outstanding
Borrower’s obligations towards User. During insolvency or
other processes, Marketplace might be completely restricted,
or limited in managing the payments according to these GTC
and this shall not be deemed as failure to perform
obligations, provided Marketplace has provided data about
User to the said official.
11.10. If grounds for termination of Loan Agreement,
set out in Clause 11.3 of these GTC contradict with grounds,
set by particular Loan Agreement, the latter shall prevail
in respect to contractual relationship arising out of that
12. INVESTMENT GUARANTEE FUND
12.1. Investment Guarantee Fund is a separate money
pool, accumulated and managed by Marketplace, that may be
used to cover some User's losses in the event of default.
Investment Guarantee Fund is made of donations made by
Marketplace. Amount of donations is defined by Marketplace
at its own discretion, and may be changed from time to time,
however, it shall be not less than 1% from the fee,
Marketplace receives from Borrower, in respect to each
12.2. Marketplace, at its own discretion, decides to
which Projects Investment Guarantee Fund shall be applied.
In case Investment Guarantee Fund is applicable to
particular Project, it will be stated in Project’s
description. Each Loan Agreement, that corresponds to
particular Project, shall have an indication on whether
Investment Guarantee Fund coverage is applicable or not.
12.3. Funds from Investment Guarantee Funds shall be
12.3.1. Project in question has Investment Guarantee
Fund coverage, and;
12.3.2. Borrower delays any payment to User under Loan
Agreement and that delay exceeds 90 (ninety) calendar days,
12.3.3. on 91th day there is still no agreement is
reached between Borrower, User and other Users, who invested
in the same Project, about prolongation of payment terms,
restructuring or other conditions postponing the payments.
12.4. Upon existence of all preconditions as set out in
Clause 12.3 of the GTC, Marketplace shall distribute funds
from Investment Guarantee Fund, as follows:
12.4.1. funds shall be paid out to all Users, who has
effective Loan Agreement(s) under the Project in question,
12.4.2. maximum of 50% of existing funds of Investment
Guarantee Fund may be distributed to cover losses within
same Project, and;
12.4.3. funds will be paid in proportions to invested
amounts by adding Balances of relevant Users Accounts. Users
will be able to withdraw all or part of such amounts,
according to Withdrawal procedure set out in these GTC, or
to perform other Transaction, including new Investment.
12.5. The fact of payment from Investment Guarantee
Fund, shall not:
12.5.1. discharge Borrower from outstanding obligations
towards User and other Users, under Loan Agreement(s),
12.5.2. restrict User from performing other legal
actions to recover outstanding amounts, and/or;
12.5.3. restrict Marketplace from performing other
actions under these GTC and applicable Regulation.
12.6. In case funds, recovered later by Marketplace
from Borrower, are enough to cover all losses of Users, who
invested in Project in question, Marketplace may retain the
remaining funds in the amount, equals to aggregate amount,
that was paid from Investment Guarantee Fund.
13.1. Security is a vehicle, that may be enforced in
the event of default and help cover User’s losses in the
amount as described below. There are three types of Security
13.1.1. personal guarantee – is a personal guarantee
given by either beneficial owner, a shareholder or
management member of Borrower's company, that would perform
Borrower's obligations in the event of default;
13.1.2. 3rd company guarantee - is a guarantee given by
a company that is not Borrower itself, and may include any
affiliated company, that would perform Borrower's
obligations in the event of default;
13.1.3. collateral – a pledge or similar security, that
may be sold in the event of default, to cover all or part of
13.2. It is a subject of arrangements between Borrower
and Marketplace, and it is Marketplace’s authority to decide
to which Project and what type of Security will apply.
13.3. In case, Security is applicable to particular
Project, it will be stated in Project’s description. Each
Loan Agreement, that corresponds to particular Project,
shall have an indication on whether Security is applicable
or not, as well as indicating its type and Security
13.4. When, according to relevant legal document
(guarantee, pledge or mortgage agreement etc) the event of
default is appeared, Marketplace shall request from Security
Provider to use the Security and perform other actions,
according to Security terms, which are, at Marketplace’s,
own discretion, is in the best interests of User and other
13.5. Once funds from the use of Security are received
by Marketplace, the funds shall be paid:
13.5.1. to all Users, who has effective Loan
Agreement(s) under the Project in question, and;
13.5.2. in proportions to invested amounts by adding
Balances of relevant Users Accounts. Users will be able to
withdraw all or part of such amounts, according to
Withdrawal procedure set out in these GTC, or to perform
other Transaction, including new Investment.
13.6. The fact of being paid with funds from the use of
Security, shall not:
13.6.1. discharge Borrower from remaining outstanding
obligations towards User and other Users, under Loan
13.6.2. restrict User from performing other legal
actions to recover outstanding amounts, and/or;
13.6.3. restrict Marketplace from performing other
actions under these GTC and applicable Regulation.
13.7. Procedure of Security’s utilization shall be done
according to applicable Regulations, including, but not
limited to country, where Project being implemented, and may
vary from case to case.
14.1. By agreeing to these GTC, User agrees that only
Marketplace (Marketplace Operator), or any its legal
successor, shall manage each and any Investment and payment
related thereto, and shall act as a representative of User
and Borrower in the contractual relationship between User
and Borrower, despite any potential conflict of interests.
14.2. Hereby Marketplace informs User that Borrower,
according to arrangements with Marketplace, has also dully
authorized Marketplace to transfer to User any outstanding
payment, including but not limited to Investment amount,
Interest and Penalty.
14.3. Hereby User authorizes Marketplace to transfer
Investments, made according to Loan Agreements, to Borrower.
14.4. User is aware and agree, that no amount
transferred directly from Borrower to User, or vice versa,
shall be considered as proper performance of payment
obligation under Loan Agreement, save for the cases
described in Clause 16.6 of these GTC.
14.5. If, according to Loan Agreement, a consent of
User is required for any document or activity, or if an
existence or evaluation of any circumstance or event, or
performance of any condition is to be determined by User,
Marketplace, acting which, to its own discretion is in the
best interests of User, may provide the relevant consent or
determine the relevant matter in the name and on behalf of
User. The said applies, among other things, to determination
of events, described in Clause 6.1 of the Loan Agreement and
Clause 11.6 of these GTC.
14.6. In order to acquire a consent from User,
Marketplace also may perform the voting procedure via
Marketplace, as prescribed by these GTC.
14.7. Marketplace is entitled to demand from User the
performance of obligations undertaken according to each and
any Loan Agreement.
14.8. Marketplace may, at its own discretion:
14.8.1. send reminders, balance notices and warnings to
the debtor (including bankruptcy warnings), and/or;
14.8.2. provide details of the debtor to third parties
14.8.3. commence court or arbitral tribunal
proceedings, enforcement proceedings, and bankruptcy or
other insolvency proceedings, by any procedure provided for
by Regulation in accordance with these GTC, including
participating in the relevant proceedings as a
representative of User and on its behalf.
14.9. The authorization given hereby by User to
Marketplace is irrevocable.
15. LIABILITY OF MARKETPLACE
15.1. The primary purpose of Marketplace is to
introduce User (and other Users) to Borrowers and its
Projects in order to enable Borrowers, via Marketplace, to
borrow money from User (and other Users).
15.2. The services provided relate to introductory
functions only and, among other things, the services
provided by Marketplace, do not include the following:
15.2.1. guaranteeing and ensuring the performance of
the financial obligations of Borrower(s);
15.2.2. accepting deposits or other refundable
instruments or giving of loans or other financings on its
own account or behalf;
15.2.3. providing investment, tax or legal advice;
15.2.4. undertaking real estate transactions or
providing advice in respect of the same;
15.2.5. the provision of payment services.
15.3. Among other things, Marketplace shall not be
15.3.1. the performance of Borrower's obligations;
15.3.2. the trueness or accuracy of information and/or
confirmation(s), published or provided by Borrower at
Marketplace or any Loan Agreement, and no guarantee or
representation is made by Marketplace in respect of the
same. The above specified exclusion of liability shall also
apply to any details and other information published at
Marketplace in respect of Projects and Borrowers;
15.3.3. any disruptions or impediments that may occur
in the operation of banks, including any losses which may
directly or indirectly be incurred as a result of the
insolvency or moratorium of such banks or any other similar
15.3.4. losses incurred as a result of any act or
failure to act by the third parties, whose economic or
professional activity includes the collection of debts and
the provision of related services;
15.3.5. the scope, content, suitability and
enforceability of contracts and other legal documents used
at Marketplace, including those used for the carrying out of
transactions via Marketplace;
15.3.6. any bugs or disruptions that occur at
Marketplace, or changes made in Marketplace’s software or
the consequences of termination of the operation of
15.3.7. the trueness and accuracy of any forecasts,
including financial indicators and forecasts of any Project,
published at Marketplace, and no warranty or representation
is made by either the Marketplace in respect of the same;
15.3.8. any circumstances that derive from or depend on
the identity of any User of Marketplace;
15.3.9. any losses incurred as a result of the
materialization of the risk described at Marketplace;
15.3.10. any damages, loss of profit or other indirect
losses, or other damages caused as a result of its conduct
other than intentional misconduct;
15.3.11. any losses in case, when User Account is
restricted or limited.
15.4. Fundraising campaign at Marketplace does not
constitute any of the following:
15.4.1. an investment recommendation or other
endorsement by Marketplace in respect of the relevant
15.4.2. Marketplace's confirmation or any other
indication of Borrower’s creditworthy;
15.4.3. Marketplace's confirmation that the relevant
Project is viable;
15.4.4. Marketplace's confirmation that User will get
the relevant investment back or make any profit from it;
15.5. Marketplace may make changes in Marketplace,
including expanding, changing or removing its functions, at
its own discretion at any time without asking permission of
User for it, or giving prior Notice.
15.6. When collecting any amounts owing by Borrower,
Marketplace acts at its own discretion on the basis of what
Marketplace thinks is, in the best interests of User.
15.7. User understands and agrees that Marketplace
performs representations and authorization on behalf of many
Users, and User’s rights might be limited by another User’s
rights, and vice versa. User undertakes to consider the
interests of any other User, while executing its own rights.
Marketplace, at its own discretion, defines, how to satisfy
all Users’ requests and claims up to possible maximum within
each situation, and User may not complain that satisfaction
of its request or claim was limited by another Users or by
relevant Marketplace’s action. If more than one Investment
has been made to Project, Marketplace shall carry out all
its authorization concurrently in relation to all relevant
Investments and particular Loan Agreements.
16. TERMINATION OF USER AGREEMENT
16.1. User, at any time, may request Marketplace to
terminate its User status by terminating User Agreement.
Marketplace shall, within a reasonable period, terminate
User Agreement, provided that User:
16.1.1. is not a party to any Loan Agreement, and;
16.1.2. has no monetary claims against Borrower in
connection with the use of Marketplace, and;
16.1.3. has fulfilled all financial obligations owed to
Marketplace and/or any other User in connection with its use
16.2. In case, described in Clause 16.1 of these GTC,
Marketplace shall, within a reasonable period, transfer the
positive Balance of User Account to User's checking account,
which User had previously registered at Marketplace.
16.3. When User status is terminated it shall be
considered that User Agreement with User has been
terminated. In the event of termination, the Marketplace may
restrict access to User Account and/or delete it.
16.4. Marketplace may, at its own discretion, terminate
User status or restrict the User's rights at any time
without justification, by sending Notice to User. Notice
shall contain a date, when User Agreement is considered as
16.5. A declaration of bankruptcy of Marketplace, or
termination of Marketplace's operations for some other
reason does not affect the validity of Loan Agreements
already entered into (unless otherwise stated in Loan
16.6. In the event that Marketplace is declared
bankrupt, or if Marketplace terminates its operations for
any other reason:
16.6.1. all current fundraisings stop;
16.6.2. Marketplace transfers the positive Balance of
User Account to User's checking account, which User had
previously registered at Marketplace;
16.6.3. Marketplace gives instructions to Borrowers,
regarding further performance of Loan Agreements, to the
extent that due performance of relevant Loan Agreements is
not possible, without the help of Marketplace;
16.7. The instructions referred to in Clause 16.6.3
hereof, may, inter alia, comprise instructions given to the
parties of Loan Agreement, to:
16.7.1. perform payments to be made under Loan
Agreement(s) directly to the party entitled to that payment;
16.7.2. deliver notices related to Loan Agreement(s) to
the other party by methods, other than those described in
16.7.3. continue to comply with the terms of Loan
Agreement(s) to the extent, that a third party appointed by
Marketplace, shall perform the role and functions, that
Marketplace had previously performed;
16.7.4. carry out other relevant instructions in order
to facilitate performance of Loan Agreement(s), without
intermediation of Marketplace.
16.8. Marketplace, for the purposes described above,
provides to the parties of Loan Agreements and/or to the
third persons, all relevant information about the other
party or parties to Loan Agreements, including their contact
and current account details and other information related to
17. COMPLAINTS AND DISPUTES
17.1. If User unsatisfied with Marketplace services, it
may submit a complaint to Marketplace.
17.2. Mandatory data must be included in the complaint,
submission procedure, time frames, as well as the way, how
that complaint will be handled, are set out by Complaints
Handling Policy, published at Marketplace.
17.3. Marketplace may request from User to submit
relevant document and/or information and User must
understand, that such information may be essential to
process User’s complaint.
17.4. If User is not satisfied with the initial
response to the complaint, it may appeal to the management
of Marketplace, according to Complaints Handling Policy.
17.5. If User is still not satisfied with the
management’s decision, User may file a claim to the court of
the Republic of Estonia, provided it has notified
Marketplace on its intention to file a claim by providing a
copy of such claim, and dispute still was not settled within
30 (thirty) calendar days as of receipt of User’s claim.
17.6. Courts of the Republic of Estonia shall have a
non-exclusive jurisdiction to settle any dispute, that may
arise out of User Agreement between User and Marketplace,
provided that Marketplace retain the right to bring
proceedings against User for a breach of User Agreement in
the User’s country of residence, or any other relevant
17.7. The Republic of Estonia is deemed to be the place
of performance of the obligations, arising from User
17.8. All claims User has in respect to Borrower must
be submitted to relevant courts, where particular Borrower
is registered. Before filing a lawsuit, User must notify
Marketplace on its intention to file a claim against
Borrower and provide with a copy of such claim not later
than 30 (thirty) calendar days before a lawsuit would be
submitted to court.
18. FORCE MAJEURE
18.1. Marketplace shall be exempted from liability for
complete or partial non-execution of obligations, as well as
for improper execution of its obligations under User
Agreement, if such non-execution resulted from Force
Majeure, that arose after entering into User Agreement,
provided that Marketplace could neither foresee, nor prevent
it by reasonable measures and that directly influences the
ability of the party to execute its obligations under User
Agreement. Under Force Majeure is meant: Act of God, act of
state or municipal body, change in applicable regulation,
war, criminal act, fire, explosion, power failure,
transportation, telecommunication or software error.
18.2. Marketplace shall immediately, but not later than
10 (ten) calendar days, inform User by sending Notice, about
commencement of Force Majeure, providing situation
explanation and steps Marketplace intends to take in order
to overcome Force Majeure and its consequences. Marketplace
shall keep User posted on the progress of fighting with
Force Majeure and its consequences.
18.3. In case the circumstances of Force Majeure or
their consequences last for more than 90 (ninety) days, User
may request termination of User Agreement according to
Section “Termination of User Agreement” of these GTC.
18.4. User understands, that Borrower shall also has a
right refer to Force Majeure, if that is the case, as it is
described in relevant Loan Agreement. Upon receiving a
notice from Borrower about commencement or cessation of
Force Majeure circumstances, Marketplace shall inform User
respectively, but not later, than within 5 (five) calendar
days, as of receipt of such notice from Borrower. User
understands, that Force Majeure may influence payments under
18.5. In case Force Majeure or their consequences under
Loan Agreement last for more than 90 (ninety) days, User may
request termination of Loan Agreement according to procedure
set by the GTC.
18.5.1. If User requests termination of Loan Agreement
based on Clause 18.5 of these GTC (Clause 9.6 of Loan
Agreement respectively), Marketplace shall initiate a voting
about conditions on, how and when Loan Agreement may be
terminated, according to procedure set out in Section
“Voting Procedure” of these GTC, as well as, how outstanding
obligations of Borrower must be performed.
19.1. Marketplace is not a party to Loan Agreement(s)
entered into via Marketplace, but in certain cases
Marketplace is entitled to rely on the provisions of Loan
Agreement and demand on its own behalf the performance of
certain provisions of Loan Agreement.
19.2. Marketplace may use personal data of User,
things, Marketplace shall have a right to use contact
details, such as e-mail address and telephone number of User
in order to send notifications and other information,
advertising materials and offers from Marketplace and/or its
cooperation partners. According to Marketplace
functionality, User shall have a right to choose, which
notifications and offers User wishes to receive, except for
those that are essential.
19.3. Marketplace ensures communication between
Borrower(s) and User. This includes sending notices and when
such Notice is sent by Marketplace, it shall be deemed as
Borrower’s, or, accordingly, User’s obligation to send
notice, is dully performed.
19.4. User agrees that all notices related to the use
of Marketplace, including, but not limited to Notices under
these GTC and Loan Agreements, may be sent:
19.4.1. as e-mail message, using User’s e-mail address
registered at Marketplace, during the Registration Process,
19.4.2. as notification, placed directly at User
19.5. Both notices delivered via the e-mail and via
User Account are deemed as received by User on the day of
dispatching, provided there is no server report on failure
to deliver message. The fact whether User actually has read
or opened e-mail message, and/or viewed the notification at
its User Account, shall be irrelevant, when proving the fact
19.6. User may not assign or otherwise transfer the
rights and/or obligations, arising out of User Agreement to
a third person, without the written consent of Marketplace.
User may not assign or otherwise transfer the rights and/or
obligations, arising out of Loan Agreement(s) to a third
person, without the written consent of Marketplace.
19.7. Information made available at Marketplace is not
intended to be delivered to, or used by persons in any
jurisdiction in which it is not permitted, or in which its
restricted by Regulation.
19.8. The content of Marketplace is protected by
copyright and other intellectual property rights, which
shall vest in Marketplace (excluding User’s personal
information), and remain vested in the Marketplace or any
third-party owners, as the case may be.
19.9. The language used at Marketplace and in all
supporting documentation is English. Marketplace, including
Help Desk team, may also agree to communicate with User in
other languages, if it capable to do so, however,
Marketplace and its employees may, at any time, request User
to communicate in English and/or to submit requested
documents/information in English.
19.10. Cooperation and contractual relationship between
Marketplace and User shall not in any way form a joint
venture or partnership.
19.11. If any of the provisions of these GTC, or any
provision of any Loan Agreement is found to be null and
void, or otherwise invalid by any court of competent
jurisdiction, or regulatory authority, this shall not have
an effect on the validity of the remaining terms of those
19.12. No single or partial exercise, or failure, or
delay in exercising any right, power or remedy by
Marketplace shall constitute a waiver, or preclude any
further exercise of, that right, power or remedy arising
under these GTC or otherwise.
19.13. Each and any definition (term) given herein
shall include a reference to both male and female person, as
the case may be.
19.14. Sections and headings names are for easy of
19.15. In the interpretation and determination of time
units and periods:
19.15.1. the length of the year shall be 365 calendar
19.15.2. month shall be calendar month;
19.15.3. all deadlines are set, Transactions and other
actions are recorded, according to Marketplace’s clock that
corresponds to the Eastern European Time (EET) time zone.
19.16. Definitions given above are explaining the
meaning of certain words and expressions used by Marketplace
in these GTC, Polices, and any other information published
at Marketplace. Some definitions used in particular Loan
Agreements have their own meanings as set out in the Part II
to each Loan Agreement – General Loan Terms, and shall
prevail over definitions given by these GTC.
19.17. Marketplace shall have an exclusive right to
interpret terms of these GTC, Loan Agreements, Policies and
any other document made by Marketplace, unless the
interpretation to those documents was given by relevant a
19.18. Marketplace may, unilaterally, at any time,
amend these GTC and/or Policies (create new version of a
document). Marketplace informs User about new version of the
document by sending Notice. The new version of the document
will be published at Marketplace. Each version of a
document shall become effective on the day set in Notice,
however, that day shall not be earlier, than a day, when
such new version was published at Marketplace. Marketplace
may request that new version is agreed by User and until it
is done, Marketplace may restrict the functionality of
Marketplace for User.