1.1 Agency Agreement – agency agreement is considered to be concluded automatically by Capitalia and User after the User has filled the Financing Application at the Platform and Capitalia has confirmed the receipt of the User’s money in accordance with the Financing Application at the Capitalia’s Account. Pursuant to the Agency Agreement Capitalia shall perform to the User (Financing Party) agency (loan syndication) services, i.e., conclude the Loan Agreement with the Company in the name of the User (Financing Party). No separate agreement outside of these Terms and Conditions shall be signed in this respect between Capitalia and the User. For the provision of agency (loan syndications) services no fees are paid by the User (Financing Party) to Capitalia.
1.2 Business Day – any day, on which banks in Latvia are operating, except Saturdays, Sundays, and public holidays.
1.3 Capitalia – societa europea “Capitalia”, registered and existing under the laws of the Republic of Latvia with registration No 40003933213, legal address: Brīvības 40-35, Rīga, Latvia.
1.4 Capitalia’s Account – the bank account indicated at the Platform to which the User (Financing Party) is transferring his/her/its Financing and which is held separately from other property of Capitalia. Capitalia shall not calculate any interest for the Financing transferred to the Capitalia’s Account and no such interest shall be payable to the User (Financing Party).
1.5 Collateral – mortgage or commercial pledge to be registered in favour of Capitalia or a collateral agent in order to secure the fulfilment of the Company’s obligations under the Loan Agreement.
1.6 Company – any legal person that has expressed its intention to acquire the Loan from Capitalia on behalf of the Financing Party and Capitalia as part of its commercial activities, and which has received the Loan from Capitalia on behalf of the Financing Party and Capitalia in accordance with the concluded Loan Agreement.
1.7 Company’s Payments – payments executed by the Company to Capitalia for the Loan repayment, payment of Interest, statutory interest, contractual penalty, late payment interest, except Management fee as provided in the Loan Agreement.
1.8 Financing – the amount of money the User has committed to loan (lend) to the Company via agency (loan syndication) of Capitalia by indicating this amount in the Financing Application in the Platform. Financing is considered to be loaned (lent) to the Company via agency (loan syndication) services of Capitalia when Capitalia has confirmed the receipt of the User’s money in accordance with the Financing Application at the Capitalia’s Account and the Loan Agreement is signed with the Company. If the Loan Agreement is not concluded within one month since submission of the Financing Application, the Financing is returned to the User’s Account.
1.9 Interest – remuneration for the use of the Loan, calculated pursuant to the Loan Agreement and paid by the Company to Capitalia.
1.10 Financing Application – a User’s application filled out at the Platform and submitted to Capitalia via the Platform authorizing Capitalia to transfer the Financing to the Company if the Loan Agreement is concluded between Capitalia on behalf of the Financing Party and Capitalia, and the Company, based on the principal terms as indicated on the Platform. Following submission of the Financing Application, User will automatically receive drawdown request for the transfer of the Financing to the Capitalia’s Account.
1.11 Financing Application Number – number which is automatically created at the Platform once the User has filled out and submitted the Financing Application. The Financing Application Number has to be always indicated by the User when transferring the Financing to the Capitalia’s Account.
1.12 Financing Party – any User of the Platform whose Financing Application has been accepted by Capitalia and who has transferred the Financing to the Capitalia’s Account and on behalf of which the Loan Agreement is concluded between Capitalia and the Company.
1.13 User’s Account – an account opened in the name of the User in a credit institution, payment institution or electronic money institution as indicated in the registration form for the User Profile.
1.14 Loan – amount of money which is provided to the Company by Capitalia on behalf of the Financing Party Capitalia itself by signing Loan Agreement.
1.15 Loan Agreement – a loan agreement concluded by and between the Company and Capitalia on behalf of the Financing Party and Capitalia itself. Scanned signed version of the Loan Agreement is available to the Financing Party through the Platform once it is concluded. Loan Agreement form is available at the Platform as part of the description of the Company.
1.16 Loan Syndication – process managed by Capitalia in concluding the Loan Agreement with the Company where the Loan consists of Financing(s) provided to the Company via agency services of Capitalia of one or more Financing Parties and/or part of the Loan may be provided to the Company under the Loan Agreement by Capitalia itself. The part of the Loan Capitalia is ready to lend to the Company is indicated in the description of the Company at the Platform, which Capitalia may unilaterally increase, but may not decrease in the period while the Company is raising funds at the Platform.
1.17 Management Fee – fee paid by the Company to Capitalia for organizing and monitoring the Loan. The amount of the fee is specified in the Loan Agreement.
1.18 Parties – Capitalia, the Company and the User (Financing Party), as the case may be.
1.19 Platform – website under domain name www.capitalia.com registered in the name of Capitalia.
1.21 Terms and Conditions – the present Terms and Conditions of the Platform.
1.22 User – any private or legal person registered as a user in the Platform with an intention to provide Financing to the Company as part of his/her/its commercial activities.
1.23 User Profile – the User’s personal site at the Platform, which is automatically created after the User registers at the Platform and is available to the User after entering the User’s e-mail address and password on the Platform.
1.24 Unless otherwise specified herein, definitions used in these Terms and Conditions importing the singular include the plural and vice versa, as it may be applicable in the context.
2. Scope of the Terms and Conditions
2.1 These Terms and Conditions regulate the legal relations between the Parties concluding the Agency Agreement and the Loan Agreement and are applicable to all other relations arising out of registration at the Platform and filling out and submission of the Financing Application at the Platform.
2.2 Once the User has registered User Profile at the Platform it is deemed that the User has accepted and signed to these Terms and Conditions. Any Company prior to signing the Loan Agreement confirms that it has read these Terms and Conditions, as well as has understood their meaning and has undertaken to comply with them and any amendments thereof.
2.3 By registration of the User Profile the User agrees that Capitalia may unilaterally amend or change these Terms of Conditions and such amendments or changes are valid as long as the financial obligations and rights of the User and the Company remain intact. In case of such amendments, User shall receive automatic notification at the Platform from Capitalia in this respect.
2.4 By registration of the User Profile the User confirms that he/she/it is able to make independent decisions about the Financing, as well as is aware of all the risks, including the risk of non-recovery of the Financing in case the Company has defaulted under the Loan Agreement and Capitalia is not able to receive the repayment of the Loan and any other contractual obligations pursuant to the debt collection procedures established by Capitalia.
2.5 The User (Financing Party) understands that Capitalia shall not register any Collateral in favour of Financing Party, but if any Collateral is registered, it shall be in favour of Capitalia or collateral agent that will represent all the Financing Parties and Capitalia in ensuring successful repayment or recovery of the Loan.
3. Operation of the Platform
3.1 The Platform’s financing functionality is created for the benefit of the User who can provide Financing through agency (loan syndication) services of Capitalia to various businesses. In all of the Loans formed through such loan syndicates Capitalia shall act as one of the Financing Parties. The amount of Financing provided by Capitalia to each of the Company is indicated in the description of the Company in the Platform. Capitalia can unilaterally increase (but cannot decrease) its Financing amount to the Company during the time when the Company is raising Financing from other Financing Parties in the Platform.
3.2 After registration at the Platform, the User will receive automatic notifications (that can be opted out from) when any new financing opportunities will be offered to Users.
3.3 Filling out and submission of the Financing Application shall mean a non-binding offer from the User to provide Financing to the Company via agency (loan syndication) services of Capitalia. If User has not transferred the Financing to the Capitalia’s Account within 48 hours since submission of the Financing Application, Capitalia has a right to contact the User to understand the reason for delay in the transfer of the Financing or to reject the Financing Application and declare it void by informing on that the User via Platform. After the Financing Application has been rejected by Capitalia, Capitalia has the right to offer the financing opportunity of the Company to other User.
3.4 Capitalia may reject and return any money transfer from the User if it is made from an account that does not match the User’s Account as indicated in the User Profile.
3.5 If the User has made a money transfer to the Capitalia’s Account without indication of the Financing Application Number, Capitalia has a right return such transfer to the User. Nevertheless, Capitalia will seek to contact the User to validate the identification of such transfer.
3.6 Once the money transfer in accordance to the Financing Application has been received and confirmed in the Capitalia’s Account it is deemed that the Agency Agreement is concluded between the User and Capitalia, authorizing Capitalia to conclude the Loan Agreement with the Company. Users shall receive automatic notification at the Platform and an e-mail from Capitalia that confirms the receipt of the transfer for the Financing and hence conclusion of the Agency Agreement between Capitalia and the Financing Party.
3.7 If in the time period indicated in the Platform Capitalia has not attracted the amount of Financing that meets the total fundraising goal of the Company then any concluded Agency Agreement for Financing in the said Company is regarded as terminated and money is returned back to the User’s Account in 2 (two) Business Days. In such event the User shall receive an automatic notification at the Platform and an e-mail from Capitalia.
3.8 If the Loan Agreement has been concluded between Capitalia on behalf of the Financing Party and the Company, any Company’s Payments (except Management Fee) made to Capitalia are transferred within 2 (two) Business Days to the Financing Party Account in proportion to his/her/its Financing, except the late payment interest paid by the Company to Capitalia pursuant to the Loan Agreement, which is distributed to the Financing Party in proportion to his/her/its Financing after Capitalia has withheld 3/4 of it.
3.9 As part of the Agency Agreement Capitalia may:
3.9.1 Forgive the Company late payment interest and contractual penalties in full amount or partially;
3.9.2 Agree on a new Loan repayment schedule and extend (but not more than once) the Loan repayment term by up to 6 months;
3.9.3 Allow exchange or amendment of collateral if overall security of the Loan is not worsened.
3.10 If partial Company’s Payment has been received by Capitalia then it may withhold it before transfer of it further to the Financing Party for a period of up to 5 (five) Business Days if it is reasonable for Capitalia to expect that the remaining or further Company’s Payment will be received within such term.
3.11 Capitalia may withhold Company’s Payments for indefinite period if the transferrable amount to the Financing Party is less than EUR 5 (five euros). Such withholding cannot be done if it is reasonable expectation that such Company’s Payment is the last transfer from the Company with regards to execution of the Loan Agreement.
3.12 In case the Company has defaulted under the Loan Agreement and Capitalia has started its debt collection procedures any collected amount is distributed to the Financing Party in proportion to his/her/its Financing after Capitalia has withheld its expenses related to such debt collection. The abovementioned collection expenses are clearly disclosed at the Platform and further details can be provided to the Financing Party at request.
3.13 Capitalia is free to amend the operation of the Platform as long as the rights of the Users remain intact.
3.14 The User confirms that the use of the Platform and providing Financing to the Company via agency services of Capitalia in Loan Syndication is not asset management service. Capitalia is not and cannot be the deemed as funds or asset manager of the User. Both Capitalia and the User have assessed the laws and regulations applicable to the Financing, and the Parties confirm that the Financing is not and cannot be part of any fund or asset management structure, and that any Financing decision is made individually by the User.
4. Registration of User Profile
4.1 Any person complying with the requirements below may register the User Profile at the Platform, however, Capitalia may, at its sole discretion, deny such registration if the User has failed the background check performed by Capitalia.
4.2 The requirements for registration of the User Profile:
4.2.1 If private person - the User is at least 18 years old and holds full legal capacity;
4.2.2 If legal person – the User holds full legal capacity;
4.2.3 The User is resident (as individual or legal entity) and has a bank account in the European Union Member State, United Kingdom, Norway, Switzerland, Iceland.
4.3 The User may access his/her/its User Profile by indicating his/her/its e-mail and password. All the actions performed by the User at the Platform after entering his/her/its e-mail address and password shall be regarded as binding to the User as if confirmed by his/her/its signature.
5. User’s Identification
5.1 In order that the User may use the services provided at the Platform Capitalia must identify the User pursuant to its internal control system.
5.2 The User is identified after providing the information Capitalia has requested, including details of a valid User’s Account and copy of registration documents or personal identification.
5.3 In order to carry out identification of the User, Capitalia may unilaterally impose additional requirements for identification of the User as well as request additional information from the User (for example, proof of funds) at the sole discretion of Capitalia.
6. Rights and Obligations of the User
6.1 The User is obliged to comply with the requirements for registration of User Profile all the time while using the Platform.
6.2 Registration of the User Profile allows User to get notifications on new financing opportunities, receive access to full descriptions on financing opportunities in a Company, file the Financing Application, follow the Company’s Payments as well as perform other actions and see other relevant information.
6.3 The User has a right to access the concluded Loan Agreements, as well as at the date of Financing effective Terms and Conditions any time at the User Profile.
6.4 The User has the right to transfer and receive money for Financing only on its own behalf.
6.5 The User is obliged to keep password for the User Profile safe and confidential so that no third party may access it.
6.6 As long as the Agency Agreement is valid the User may not to contact directly the Company regarding repayment of the Financing, as well as may not to raise any claims against the Company in the court or any other institution or assign such claims, etc.
6.7 By creation of the User Profile the User confirms that he/she/it understands that the Company may fail to repay the Loan and in such a case the User may lose full or part of the amount of the Financing.
6.8 The User has a right to choose at the Platform by which communication means Capitalia may contact the User.
6.9 The User and the Company acknowledges that he/she/it is using the Platform’s services only for the purposes of commercial activities and expressly confirms that he/she/it shall not be using such services as a consumer and therefore shall not be able to benefit from any consumer rights protection laws.
7. Rights and Obligations of Capitalia
7.2 Capitalia has a right to block access of the User to the User Profile in case any activities of the User may cause or is causing damages to other Users of the Platform or in case the User has violated obligations under these Terms and Conditions.
7.3 Capitalia has a right to use the Financing only in accordance with the Agency Agreement.
7.4 Capitalia will ensure monitoring of the Company in line with its established monitoring policies, information about which is available to the Financing Party at request. The Financing Party will be notified via the Platform on any significant negative developments with regards to the ability of the Company to execute the Loan Agreement.
7.5 In case the Company has defaulted under the Loan Agreement, Capitalia shall take all the permissible and reasonable actions, including rescheduling of the payment terms of the Loan Agreement, to ensure repayment of the Loan without involvement of the Financing Party, however, Capitalia assumes no liability for the safety of the Company’s Payments and it rests as the sole risk of the Financing Party. Capitalia has no obligation to return the Financing to the Financing Party should the Company default under the Loan Agreement.
7.6 In case the Company has defaulted under the Loan Agreement and if by the estimation of Capitalia and its advisors the debt collection can yield positive return (collected payments will cover the costs of the collection), Capitalia will initiate debt collection procedures in line with its established practice. Regular information on the debt collection results will be provided to the Financing Party via the Platform.
7.7 In case Capitalia is declared insolvent, Capitalia shall immediately notify on that the Company and Financing Party(ies) and in such notification Capitalia shall provide all details of the Financing Party(ies) to whom the Company has to continue to repay the Loan (principal amount of Loan, accumulated Interest, late interest and penalties, but not the Management fee as provided in the Loan Agreement) instead of Capitalia, taking into account already repaid sums. Such notification is binding for Capitalia, the Company and the Financing Party(ies). In case if Capitalia has not sent out such notification to the Company and/or Financing Party(ies) within 1 (one) week since decision on the insolvency of Capitalia has come into force, the Financing Party(ies) have a right to request the Company repayment of the Loan without agency of Capitalia and the Company is obliged to comply with such a request without any further notifications from the side of Capitalia.
8. Closing of the User Profile and termination of the Agency Agreement
8.1 In case the User violates these Terms and Conditions, provides false documents or misleading information or uses the Platform for any unlawful purposes Capitalia has a right to unilaterally terminated the Agency Agreement and suspend or delete the User Profile.
8.2 Capitalia has a unilateral right to close the User Profile upon giving notification to the User 10 (ten) Business Days in advance without indication of any reason.
8.3 The User has a right to request that Capitalia deletes the User Profile at any time thus also triggering termination of the Agency Agreement.
8.4 If the Agency Agreement is terminated with the User that has active Financing, Capitalia shall in 2 (two) Business Days notify the Company(s) of the fact and provide details so that Company’s Payments can be made directly to the User. For clarification, termination of the Agency Agreement does not in any way oblige Capitalia to return the Financing to the User.
9. Final Provisions
9.1 All payments under the Platform to the Capitalia’s account shall be made in euros.
9.2 For calculating the Interest, the statutory interest and other applicable charges, the Parties assume that the year consists of 360 days and each month consists of 30 days.
9.3 The Parties agree that each shall settle on its own any and all taxes which might be applicable under operation of these Terms and Conditions.
9.4 All notifications sent by one Party are regarded as received by the other Party on the next Business Day after their sending to the e-mail address as indicated at the User Profile.
9.5 The Parties agree to settle all disputes via negotiations; however, if such negotiations fail to produce any result within 3 (three) months, any Party is entitled to bring the dispute for settlement before the courts the Republic of Latvia and the laws of the Republic of Latvia shall be deemed as applicable law of these Terms and Conditions and any dispute thereof.
9.6 The Company and the User are not allowed to transfer their rights and obligations under these Terms and Conditions to any other party without prior written agreement of Capitalia.
9.7 These Terms and Conditions have been drafted in the English language and it is deemed that the User has signed and agreed to them once the User Profile is registered at the Platform, while the Company has signed and agreed to them at the signing of the Loan Agreement.
Information collection and use
We may collect and process information in following cases and ways:
Information provided during your registration process (e.g. your name, address, telephone number and email address);
Data delivered to us through our website or any other communication channel (e.g. correspondence, surveys, etc);
Data acquired through the use of our website (e.g. from your account information, details of transactions you carry out through any of our Services, cookies, etc);
Data acquired from public and other sources (public registers, credit information bureaus, credit history databases, etc);
Amongst other, we may collect information and record details of your visits and interactions and the way in which you use the Services, including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own purposes or otherwise and the resources that you access; and (on a non-obligatory basis) other information which from time to time may be relevant to the effective provision of our Services.
We may collect information about the device or any computer you may use to access the Services, including, where available, the device's or computer's unique device identifiers, operating system, browser type and mobile network information as well as the device's telephone number, for system administration and to report aggregate information to our advertisers. We may associate device information with registration information and will treat the combined information as personal data in accordance with this policy for as long as it is combined.
When you use the Services, we may automatically collect and store certain information in server logs, including but not limited to internet protocol (IP) addresses, browser type, operating system, the referring web page, pages visited, location, your mobile carrier, device and application IDs, search terms, internet service provider (ISP), clickstream data, language, viewed and exit pages and date or time stamps and cookie information.
Our Services use cookie technology to distinguish you from other users of our Services. This helps us provide you with a good experience when you use our Services and also allows us to improve our Services as they evolve over time. A cookie is a small data file that is transferred to your computer's hard disk. We may use different types of cookies to better understand how you interact with our Services, to monitor aggregate usage by our users and web traffic routing on our Services, and to customize and improve our Services. Most Internet browsers automatically accept cookies. You can instruct your browser, by changing its settings, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. However, some Services may not function properly if you disable cookies.
Capitalia home pages may have third party cookies, including, by Google, Facebook and other companies. In case IP-anonymisation is activated on this website, your IP address will be truncated within the area of Member States of the European Union or other parties to the Agreement on the European Economic Area.
You can delete cookies (for more information: www.youronlinechoices.com/en/). You can delete all cookies that have already been saved on your computer and may forbid your browser from saving them. To do so, you must manually specify the option each time you visit the site and some services or website features may not work.
Storing your personal data
All information you provide to us is stored on our secure servers. SSL encryption technology is used to ensure secure communication between you and us. All personal data is being kept in our secure and firewalled network. All our and our group’s employees have confidentiality clauses in their agreements.
If applicable, you are responsible for keeping your chosen password confidential. We ask you not to share a password with anyone. The transmission of information via the Internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data while using the Services. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.
Certain Services may from time to time include chat room or forum features. Ensure when using these features that you do not submit any personal data that you do not want to be seen, collected or used by other users.
We will process your personal data only for as long as needed for a particular purpose to perform liabilities towards the customers and comply with the legal data processing requirements. To protect our legitimate interests, we may store the data for ten years after termination of the agreement, same time we may store your specific data for as long as it is required by law and regulations.
Usage of the information
We use information held about you in the following ways:
To conclude and execute an agreement, keeping data updated and correct by verifying and enriching data through external and internal sources based on performance of an agreement or in order to take steps at the request of the Client prior to entering into an agreement or compliance with a legal obligation.
To enable use of our Services and to ensure that content from our Services is presented in the most effective, safe and secure manner for you and your computer or device.
To enable us to effectively market opportunities to you and any incidental or related services that we consider may be of interest to you.
For internal operations, including: troubleshooting, data analysis, testing, research and service improvement; and to notify you about changes to our Services.
To carry out our obligations arising from any contracts entered into between you and us.
To perform the necessary due diligence on our users to ensure you are who you say you are, and to reduce the risks of fraud in our system and across our Services and webpages.
We may also use your data to improve your user experience, to provide you with information, marketing and advertising and for statistical purposes.
Capitalia processes personal data on following legal grounds:
To conclude and execute an agreement.
In compliance with a legal obligation specified in the regulatory enactment
To ensure legitimate interest.
Data subject consent.
Capitalia is not processing special category personal data about customers and partners.
Disclosure of your information
We will never disclose your personal information to any third parties without your consent. Companies belonging to Capitalia group (parent, subsidiaries, affiliates) are not considered to be third parties.
We may disclose your personal information to third parties in the following specific cases:
In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
If Capitalia or substantially all of its assets are acquired by a third party, in which case personal data held by it about its clients will be one of the transferred assets.
If we are under a duty to disclose or share your personal data in order to comply with any legal or regulatory obligation or request.
In order to protect the rights, property or safety of Capitalia, our clients, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and risk reduction.
Your rights as a data subject
You have rights regarding your personal data processing that is classified as Personal data under applicable law. Your rights:
Request access to your personal data, which we are keeping and processing.
Request corrections of incorrect data or erasure of incomplete, outdated or unreliable data.
Request erasure of all personal data. Such right does not apply if Personal data requested to be erased is being processed based on other legal grounds such as agreement or obligations based on applicable law.
Request not to be object for direct or indirect marketing.
Request to receive all personal data we have collected about you.
Request to transfer your personal data to another organization.
You have the right to request information as listed above or restrict the processing of your personal data in certain circumstances. Information will be provided by Capitalia only to identified clients and users of the Services, within thirty days after receipt of the request.
You have the right to ask us not to process your personal data for marketing purposes. We will inform you (before collecting your data) if we intend to use your data for such purposes.
Our Services may, from time to time, contain links to and from the third-party websites. If you follow a link to any of these websites, please note that these websites and any services that may be accessible through them have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any personal data that may be collected through these websites or services, such as contact and location data. Please check these policies before you submit any personal data to these websites or use these services.
To receive information about your personal data, Capitalia is processing or to request erasure of all personal data:
Write an application at Capitalia office;
Send an application with digital signature to firstname.lastname@example.org.
If you believe your data protection rights have been infringed, you can lodge a complaint with the EDPS(European Data Protection Supervisor).