TERMS AND CONDITIONS OF CAPITALIA.COM PLATFORM USER AGREEMENT

Version: March 20, 2018

1. Definitions

1.1 Agency Agreement – agency agreement concluded automatically by Capitalia and Investor after the Investor has filled the Investment Application at the Platform or has signed and filed it at the office of Capitalia and transferred the Investment to the Capitalia’s Account. No written agreement shall be signed in this respect between Capitalia and the Investor. The Investor may terminate the Agency Agreement unilaterally by notifying Capitalia at the Platform or by sending e-mail notification to Capitalia, however, the Investor understands that the Investment shall be returned only if no Loan Agreement is concluded. If the Loan Agreement is concluded, the termination of the Agency Agreement does not oblige Capitalia to return the Investment to the Investor at the moment of termination of the Agency Agreement and return of the Investment (in whole or part or more) is subject to repayment of the Loan by the Company as provided in the Loan Agreement or to the debt collection as provided in these Terms and Conditions in case the Company has defaulted under the Loan Agreement.
1.2 Business Day – any day, on which banks in Estonia are operating, except Saturdays, Sundays, and public holidays.
1.3 Capitalia – limited liability company “Capitalia Finance”, registered and existing under the laws of the Republic of Estonia with registration No 12822836, legal address: Tartu mnt. 84A, Tallinn, 10112, Estonia, who is the owner of the Platform and providing agency services to the Investor in relations with the Company.
1.4 Capitalia’s Account – the bank account indicated at the Platform or at the Investment Application signed and filed by the Investor at the office of Capitalia, to which the Investor is transferring his/her Investment and which is held separately from other property of Capitalia. Capitalia shall not calculate any interest for the Investment transferred to the Capitalia’s Account and no such interest shall be payable to the Investor.
1.5 Collateral – mortgage or commercial pledge to be registered in favour of Capitalia on behalf of Investor(s) in order to secure the fulfilment of the Company’s obligations under the Loan Agreement, if expressly indicated among other information about the Loan in the Platform/Investment Application. The Loan can be given without a Collateral. For the purposes of these Terms and Conditions, the contractual penalty, late payment interest and other ancillary claims arising from the Loan Agreement, shall not be considered as a Collateral.
1.6 Commission Fee – amount indicated at the Platform/Investment Application Capitalia is withholding from the Investment made by the Investor for Capitalia’s agency services provided to the Investor in relations with the Company.
1.7 Company – any legal person that has expressed its intention to acquire the Loan from Capitalia on behalf of the Investor(s) as part of his/her commercial activities and which has received the Loan from Capitalia on behalf of Investor(s) if the Loan Agreement is concluded between Capitalia on behalf of Investor(s) and the Company.
1.8 Company’s Account – an account opened in the name of the Company in a credit institution, payment institution or electronic money institution, subject to the provisions or the requirements arising from the European Union law concerning the prevention of money laundering and terrorism financing, to which after conclusion of the Loan Agreement Capitalia is transferring the Loan to the Company.
1.9 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.
1.10 Interest – remuneration for the use of the Loan, calculated pursuant to the Loan Agreement and paid by the Company to Capitalia.
1.11 Investment – amount of money the Investor is willing to invest in the Company via agency of Capitalia by indicating this amount in the Investment Application available at the Platform or at the office of Capitalia, from which Capitalia is withholding the Commission Fee for its agency services provided to the Investor in relations with the Company, if the Loan Agreement has been concluded between Capitalia on behalf of Investor(s) and the Company. If the Loan Agreement is not concluded within the timeframe indicated in the Investment Application, the Investment is returned to the Investor without withholding any Commission Fee from the side of Capitalia.
1.12 Investment Application – a User’s application filled out at the Platform and submitted to Capitalia via the Platform or filled out and signed by the Investor at the office of Capitalia authorizing Capitalia to transfer the Investment to the Company, if the Loan Agreement is concluded between Capitalia on behalf of Investor(s) and the Company.
1.13 Investment Application No – number which is automatically created at the Platform once the Investor has filled out and submitted the Investment Application at the Platform or which is manually indicated by Capitalia in the Investment Application if the Investor is signing it at the office of Capitalia. The Investment Application No has to be always indicated by the Investor when transferring the Investment to the Capitalia’s Account.
1.14 Investor – the User of the Platform who by filing the Investment Application with the Platform or any private or legal person who has submitted at the office of Capitalia signed Investment Application and thereby has concluded the Agency Agreement with Capitalia on making the Investment in the Company and who has made the Investment in the Company if the Loan Agreement is concluded by Capitalia on behalf of Investor(s) and the Company.
1.15 Investor’s Account – an account opened in the name of the Investor in a credit institution, payment institution or electronic money institution, subject to the provisions or the requirements arising from the European Union law concerning the prevention of money laundering and terrorism financing, from which after filling out and submission of the Investment Application the Investor is transferring the Investment to Capitalia’s Account.
1.16 Loan – amount of money which is paid out by Capitalia on behalf of Investor(s) to the Company, if the Loan Agreement is concluded between Capitalia on behalf of Investor(s) and the Company.
1.17 Loan Agreement – a loan agreement concluded by and between Capitalia on behalf of the Investor(s) and the Company, which consists of the Principal Conditions and General Terms, as agreed between the Company and Capitalia. The Loan Agreement shall be available to the Investor at the Platform once concluded by Capitalia on behalf of the Investor(s) and the Company or in the printed out version from the Platform at the office at Capitalia. Standard form of the Loan Agreement is available at the Platform, however, it is subject to non-material changes as each Loan Agreement is concluded on a case-by-case basis by Capitalia and the Company.
1.18 Parties – Capitalia and the Company/the Investor, as the case may be.
1.19 Platform – domain name www.capitalia.com registered in the name of Capitalia, where agency services are provided to the Investors in relations with the Company under various interactive functions.
1.20 Privacy Policy – rules on privacy policy as available at the Platform and which apply to Investors and mutatis mutandis if the Investor is submitting the Investment Application at the office of Capitalia, when the Privacy Policy rules are given to the Investor in a printed out version from the Platform.
1.21 Terms and Conditions – the present Terms and Conditions of capitalia.com Platform User Agreement (applicable mutatis mutandis if the Investor is signing and filing the Investment Application at the office of Capitalia).
1.22 User – any private or legal person registered as user in the Platform with an intention to make Investment in the Company as part of his/her 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 or which is created by Capitalia for the Investor filling out and submitting the signed the Investment Application at the office of Capitalia.

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 Investment Application at the Platform or at the office of Capitalia.
2.2 Once the User has registered User Profile at the Platform or once the Investor has submitted at the office of Capitalia signed Investment Application or once the Loan Agreement is concluded, it is deemed that the User/Investor has accepted and agreed to these Terms and Conditions and it is deemed that the User/the Investor/the Company has approved that he/she has read the Terms and Conditions and understood their meaning and has undertaken to comply with them.
2.3 By registration of the User Profile or by submitting at the office of Capitalia signed Investment Application or by concluding the Loan Agreement, the User/the Investor/the Company 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/the Investor/the Company remain intact. In case of such amendments, User shall receive automatic notification at the Platform from Capitalia in this respect or e-mail notification from Capitalia to the e-mail address as indicated by the Investor at the Investment Application or the Company at the Loan Agreement.
2.4 By registration of the User Profile or by submitting at the office of Capitalia signed Investment Application the Investor confirms that he/she is able to make independent decisions about the Investment, as well as is aware of all the risks, including the risk of non-recovery of the Investment in case the Company has defaulted under the Loan Agreement and Capitalia is not able to receive the repayment of the Loan and payment of the Interest pursuant to the debt collection procedures established by Capitalia.
2.5 The Investor understands that Capitalia shall not register any Collateral in favour of Investor(s), but if any Collateral is registered, it shall be in favour of Capitalia and for securing its claims under the Loan Agreement and thus also the recovery of the Loan and Investment or part thereof.

3. Operation of the Platform and relations with the Company and the Investor and Capitalia in case the Investment Application is signed and submitted by the Investor at the office of Capitalia

3.1 The Platform is created for the benefit of the Investor who can make use of the Platform and search for a Company he/she is willing to invest his/her Investment.
3.2 After registration at the Platform, the User may file at the Platform his/her Investment Application and indicate in which Company the Investor is ready to make an Investment via agency of Capitalia.
3.3 Filling out and submission of the Investment Application shall mean a binding and irrevocable offer from the Investor to make the Investment in the Company via agency of Capitalia if in the period indicated at the Investment Application the Company has attracted sufficient number of Investments and Capitalia has transferred the Loan to the Company’s Account. This rule apply mutatis mutandis if the Investor is signing and filing the Investment Application at the office of Capitalia.
3.4 Once the Investment has come into the Capitalia’s Account it is deemed that the Agency Agreement is concluded between the Investor and Capitalia, authorizing Capitalia to conclude the Loan Agreement with the Company on behalf of the Investor(s) and transfer the Investment to the Company. Users shall receive automatic notification at the Platform from Capitalia on the concluded Agency Agreement or e-mail notification from Capitalia to the e-mail address as indicated by the Investor at the Investment Application.
3.5 If in the time period indicated in the Investment Application the Company has not attracted sufficient number of Investors and the Investments made are not sufficient to cover the amount of the Loan the Company is looking for and no Loan Agreement is concluded, then the Agency Agreement is regarded as terminated and the Investment is returned back to the Investor’s Account without withholding any Commission Fee from the side of Capitalia. In this respect the User shall receive an automatic notification at the Platform from Capitalia or an e-mail notification from Capitalia to the e-mail address as indicated by the Investor at the Investment Application.
3.6 If the Loan Agreement has been concluded between Capitalia on behalf of Investor(s) and the Company, any Company’s Payments (except Management fee as provided in the Loan Agreement) made to Capitalia are transferred within 1 (one) Business Day to the Investor’s Account in proportion to his/her Investment, except the late payment interest paid by the Company to Capitalia pursuant to the Loan Agreement, which are distributed to the Investor(s) in proportion to his/her Investment after Capitalia has withheld 3/4 of it. In case the Company has defaulted under the Loan Agreement and Capitalia has started its debt collection procedures in addition to the above, any collected amount is distributed to the Investor(s) in proportion to his/her Investment after Capitalia has withheld its expenses related to such debt collection.
3.7 Capitalia is free to amend or change the operation of the Platform as long as the rights of the Users gained via Platform remain intact.

4. Registration of User Profile at the Platform and relations with the Company, the Investor and Capitalia in case the Investment Application is submitted by the Investor at the office of Capitalia

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. In case the Investment Application is signed and submitted by the Investor at the office of Capitalia, Capitalia is performing the background check of the Investor prior to accepting the Investment Application from the Investor. For purposes of these Terms and Conditions the acceptance of the Investment Application from the side of Capitalia shall take place when the User is informed on that at the Platform or when the Investor is returned a copy of the Investment Application signed by Capitalia.
4.2 The requirements for registration of the User Profile/filling out the Investment Application at the office of Capitalia are as follows:
  • 4.2.1 for the User/Investor being individual – at least 18 (eighteen) years old;
  • 4.2.2 the User/Investor has to have full legal capacity;
  • 4.2.3 at any time the User using the Platform or the Investor filling out and submitting the signed the Investment Application at the office of Capitalia may not be under the influence of alcohol, narcotic, psychotropic, toxic or other intoxicating substances;
  • 4.2.4 for User/Investor being a legal person – the User/Investor has to be established pursuant to the laws of any of the member states of the European Union as well as have a valid bank account in a credit institution based in and subject to the laws of the European Union and its representative has to have full signatory rights, as well as he/she needs to comply with all the requirements established hereby for a User being individual;
  • 4.2.5 insolvency procedures have not been initiated against such User/Investor;
  • 4.2.6 the User/Investor has Investor’s Account.
4.3 After the User has indicated all the information required by Capitalia at the Platform and has chosen his/her own unique password, the User Profile is automatically created and registered at the Platform and the User is free to file his/her Investment Applications.
4.4 The User may access his/her User Profile by indicating his/her e-mail and password. All the actions performed by the User at the Platform after entering his/her e-mail address and password shall be regarded as binding on the User as if confirmed by his/her signature.
4.5 By registration of the User Profile at the Platform or by filling out and submitting the signed the Investment Application at the office of Capitalia the Investor has given his/her permission to Capitalia to process personal data of the Investor. The Investor may revoke this permission at any time by sending a notification to Capitalia via Platform or by sending e-mail notification to Capitalia, however, it shall mean that the Investor has also expressed his/her intention to terminate the Agency Agreement and not to use the User Profile anymore and Capitalia shall close it.
4.6 By registering at the Platform, by submitting at the office of Capitalia signed Investment Application or by concluding the Loan Agreement, the User/Investor/Company confirms that he/she/it has read and accepts the Privacy Policy available at the Platform or handed to him/her/it in printed out version from the Platform.

5. User’s/Investor’s Identification

5.1 In order that the User/Investor may use the services provided at the Platform or Capitalia’s agency services as provided in these Terms and Conditions, Capitalia must identify the User/Investor pursuant to its internal control system.
5.2 The Investor is identified after providing the information Capitalia has requested, including details of a valid Investor’s Account and copy of registration documents or personal identification.
5.3 In order to carry out identification of the User/Investor, Capitalia may unilaterally impose additional requirements for identification of the User/Investor as well as request additional information from the User/Investor at the sole discretion of Capitalia.

6. Rights and Obligations of the User/Investor/Company

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 file the Investment Applications, track the transactions carried out by Capitalia on behalf of the Investor(s), the Loan disbursed to the Company, the Company’s Payments to Capitalia, etc., as the case may be. For the Investor who is filling out and submitting the signed the Investment Application at the office of Capitalia, Capitalia shall create User Profile on basis of the information the Investor has indicated in the Investment Application and shall provide the Investor on his e-mail address with the user name and initial password of the User Profile, which the Investor shall need to change after first log-in at the Platform from such User Profile.
6.3 The User/Investor is obliged to provide any and all information Capitalia is requesting in order to fill out and submit the Investment Application.
6.4 The User has a right to access the concluded Agency/Loan Agreements any time at the User Profile and print out a copy of it or the Investor has a right to receive a printed-out copy of the concluded Agency/Loan Agreements any time at the office of Capitalia, subject to working hours at the office of Capitalia.
6.5 The User/Investor has the obligation to transfer the Investment to the Capitalia’s Account only on his/her own behalf.
6.6 The User has a right to change his/her password for the User Profile at any time pursuant to the instructions provided at the Platform, however, it is also obliged to do so regularly in the time period specified at the Platform.
6.7 The User is obliged to keep his/her password for the User Profile safe and confidential so that no third party may access it. In case the password has been revealed to any third party, the User has to inform on that immediately Capitalia which shall block the User Profile until clarification of the situation.
6.8 The User/Investor undertakes within the period of the Loan Agreement not to contact directly the Company regarding repayment of the Loan or Investment without agency of Capitalia, as well as not to raise any claims against the Company in the court or arbitration.
6.9 By registration of the User Profile or by submitting at the office of Capitalia signed Investment Application, the Investor confirms that he/she understands that he/she may be not the only one in the agency relations with Capitalia and pursuant to the Loan Agreement other Investments from other Investors can also be transferred to the Company by Capitalia on behalf of such Investors.
6.10 By registration of the User Profile or by submitting at the office of Capitalia signed Investment Application, the Investor confirms that he/she understands that the Company may fail to repay the Loan and in such a case the Investor may receive back from Capitalia in total less than the initial Investment.
6.11 The User has a right to choose at the Platform by which communication means (telephone call or mobile phone text messages (SMS) or e-mail or postal address) Capitalia may reach the User. In addition to that, the User agrees that Capitalia may always reach the User by sending him/her notifications at the User Profile. In case the Investor is submitting at the office of Capitalia signed Investment Application, then the means of communication are indicated in such Investment Application.
6.12 The User/Investor/Company acknowledges that he/she is using the Platform/agency/financing services of Capitalia only for the purposes of his/her commercial activities and expressly confirms that he/she shall not be using this Platform/agency/financing services of Capitalia as a consumer and therefore shall not be able to benefit from any consumer rights protection laws.

7. Rights and Obligations of Capitalia

7.1 Capitalia shall process all personal data that is received from the User/Investor pursuant to the laws of the Republic of Estonia and only within scope necessary for operation of the Platform/performing agency services between the Investor(s) and the Company as stated in the Privacy Policy. The purpose for processing the User’s/Investor’s personal data by Capitalia is customer records, service offering, providing and maintenance of financial and statistical analysis, realization and protection of the rights of Capitalia and the Users/Investors that arise under these Terms and Conditions.
7.2 Capitalia has a right to process all the User’s/Investor’s personal data and other information received from the User/Investor, third parties, databases, accounting systems, etc. in line with these Terms and Conditions and Privacy Policy.
7.3 Capitalia has a right to disclose the User’s/Investor’s personal data only to (i) any person in connection with the obligations arising out of these Terms and Conditions (including communication services, payment intermediaries, credit institutions, IT service providers, etc.); (ii) personal data processing system, to the personal data operators registered at the relevant state institutions of the Republic of Estonia (iii) to a third party that performs recovery action against the Company (e.g., debt collection companies, lawyers, bailiffs, insolvency administrators, etc.); (iv) Capitalia’s legal, accounting or audit services, ensuring that such persons have committed themselves not to disclose such information.
7.4 Capitalia has a right to block access of the User to the User Profile, in case any activities of the User may cause or are causing damages to other Users of the Platform or in case the User has violated his/her obligations under these Terms and Conditions.
7.5 If the Investor has made an Investment to the Capitalia’s Account without indication of the Investment Application No, Capitalia has a right to treat it as non-received Investment on the Capitalia’s Account until the payment made is identified.
7.6 Capitalia has a right to use the Investment only in accordance with the Agency Agreement.
7.7 If during operation of the Platform or during performance of the agency services between Investor(s) and Company, Capitalia becomes aware of any activities of money laundering, financing of terrorism or of attempt of such operations, Capitalia is free to block such User Profile and Capitalia is entitled to terminate immediately without any prior notification the Agency Agreement and inform on the relevant public institutions of the Republic of Estonia. In such a case return of the Investment (in whole or part or more) to the Investor or receipt of any Company’s Payments is subject to relevant laws of the Republic of Estonia.
7.8 In case the Company has defaulted under the Loan Agreement, Capitalia shall take all the permissible actions, including rescheduling of the Loan Agreement payment terms, to ensure repayment of the Loan without involvement of the Investor(s), however, Capitalia assumes no liability for the safety of the Company’s Payments and it rests as the sole risk of the Investor(s). Capitalia has no obligation to return the Investment (all, part of it or more) to the Investor should the Company default under the Loan Agreement.
7.9 In case Capitalia is declared insolvent, Capitalia shall immediately notify on that the Company and Investor(s) and in such notification Capitalia shall provide all details of the Investor(s) to whom the Company has to continue to repay the Loan (principal amount of Loan, accumulated Interest, penalties, except the Management fee as provided in the Loan Agreement) instead of Capitalia, taking into account already repaid sums. Such notification shall be binding upon Capitalia, Company and Investor(s). In case if for some reasons Capitalia has not sent out such notification to the Company and/or Investor(s) within 1 (one) week since decision on the insolvency of Capitalia has come into force, the Investor(s) 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. Such Investor(s) request shall be binding to the Company without any further notifications from the side of Capitalia.

8. Closing of the User Profile/terminating the Agency Agreement

8.1 In case the User/Investor violates these Terms and Conditions, provides false documents or misleading information or uses the Platform for any unlawful purposes (including Capitalia’s suspicion of actual or attempted money laundering, financing of the terrorism via the User Profile or via the agency of Capitalia), Capitalia has a right to limit access of the User to the User Profile or close it and terminated the Agency Agreement subject to these Terms and Conditions.
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, however, upon returning the Investment if the Loan Agreement has not been concluded. If the Loan Agreement has been concluded, Capitalia may not close the User Profile (save as stated in Clause 8.1 above) unless the question of returning the Investment (all, part of it or more) to the Investor has been resolved.
8.3 The User has a right to request that Capitalia closes the User Profile at any time, however, in such a case the User has agreed that the Investment (all, part of it or more) shall be returned to it as provided in these Terms and Conditions.

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, etc., the Parties assume that the year consists of 360 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 indicated at the User Profile/Platform/Investment Application.
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 Estonia.
9.6 The laws of the Republic of Estonia are applicable to these Terms and Conditions.
9.7 The Company and Investor(s) are not allowed to transfer their rights and obligations under these Terms and Conditions to any other party without prior written agreement of Capitalia.
9.8 These Terms and Conditions have been drafted in the English language and it is deemed that the Parties have signed them once the User Profile is registered at the Platform or once the Investor has submitted at the office of Capitalia signed Investment Application or once the Loan Agreement is concluded.


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