Terms of Service
This document (the “Terms of Service”) regulates the legal relations between the registered users (the “Users”) of the website http://www.kuetzal.com and its subpages (the “Portal”) and Kuetzal OÜ (registry code 14519131 located in Tallinn, Estonia, the “Portal Operator”), arising from the usage of the Portal.
1. Services of the Portal Operator
1.1. The Portal is a technical lending platform which facilitates users to borrow money from each other by way of paid loans. The Portal provides a connecting function only and does not provide or intermediate loans for consumers. The Portal Operator is not a financial institution, financial advisor and does not provide any financial or investment services.
1.2. In order to borrow money, the User wishing to obtain a loan (also as the "Borrower") must enter into a loan agreement with the User wishing to provide the loan (also the "Lender") in accordance with the procedure established in these Terms of Service. The relevant loan agreement constitutes a separate contract between the Lender and the Borrower, the rights and obligations of which are performed in accordance with the specifications and restrictions set out in these Terms of Services.
1.3. The services provided by the Portal Operator relate to introductory functions only and, among other, the services provided by the Portal Operator do not include the following:
- guaranteeing or otherwise underwriting the availability or accessibility of funds to the Users, or ensuring the performance of the financial obligations of the User(s);
- accepting deposits or other refundable instruments or giving of loans or other financings on its own account or behalf;
- providing investment advice or legal advice;
- undertaking any transactions or providing advice in respect of the same;
- provision of payment services.
1.4. The Portal Operator performs an administrative function in the execution and performance by the Users of loan documents with the view to facilitating loans between Users and communication between Users.
1.5. Among other, the Portal Operator is not liable for:
- the performance of a User’s (including Borrower’s) obligations;
- the trueness or accuracy of information and/or confirmation(s) published or provided by a User (including a Borrower) in the Portal or any loan document and no warranty or representation is made by either the Portal Operator in respect of the same. This exclusion of liability shall also apply to any details and other information published in the Portal in respect of projects and users;
- any disruptions or impediments that may occur in the operation of the credit institution, including any losses which may directly or indirectly be incurred as a result of the insolvency or moratorium of such credit institution or any other similar event;
- 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;
- the scope, content, suitability and enforceability of contracts and other legal documents used in the Portal, including those used for the carrying out of transactions through the Portal;
- any bugs or disruptions that occur in the Portal or amendments made in the Portal or the consequences of termination of the operation of the Portal;
- the trueness and accuracy of any forecasts, including financial indicators and forecasts of any project, published in the Portal and no warranty or representation is made by neither the Portal Operator in respect of the same;
- any circumstances that derive from or depend on the identity of a User;
- any non-patrimonial damages, loss of profit or other indirect losses, or other damages caused as a result of its conduct other than intentional misconduct.
1.6. Permission for a User to make a loan request and assigning a risk category to it in the Portal does not constitute any of the following:
- an investment recommendation or other endorsement by the Portal Operator in respect of the relevant loan request;
- the Portal Operator’s confirmation or any other indication that the Borrower is creditworthy;
- the Portal Operator’s confirmation that the relevant project is viable;
- the Portal Operator’s confirmation that the Lender will get the granted loan back or make any profit from it.
1.7. The Portal Operator may make changes in the Portal and its functionality, including expanding, changing or removing its functions, at its own discretion at any time without asking permission of the Users for it or giving prior notice to the Users. Among other, the Portal Operator may terminate the operation of the Portal at its own discretion at any time.
1.9. The Portal Operator has right to offer additional services (for instance Kuetzal Care and Kuetzal buy-back). In this case the special terms and conditions of the additional service shall be indicated and described in the Portal.
2. User Account
2.1. Only registered users who have agreed to the Terms of Service and registered a User Account may use the Portal and services offered on the Portal. A legal person can register as a User only through its representative who is a natural person and has been registered as a User of the Portal.
2.2. To submit a registration application and to open a User Account, the User must meet the following requirements (and the User confirms that they will meet such requirements during the whole period of use of the Portal):
2.2.1. the User is a natural person or legal entity;
2.2.2. if the User is a natural person, he or she must be at least 18 years old
2.2.3. the User owns a bank account and has the right to use the account and funds on it;
2.2.4. the User is not subject to insolvency proceedings and has not been declared insolvent;
2.2.5. the User’s active legal capacity has not been restricted.
2.3. Upon registration the Portal Operator will conduct a verification, “know-your-customer” (KYC) and “Anti-Money Laundering” (AML) checks as it deems necessary. A person applying for registration of a User Account is required to submit to the Portal Operator any and all information that the Portal Operator requests. Only persons who have passed the Portal Operator’s verification and KYC check to the extent that the Portal Operator deems necessary can register a User Account to their name. The Portal Operator has the unilateral right to refuse to open a User Account without providing any reasoning.
2.4. Upon registering a User Account, a person enters their contact information and other data required by the Portal Operator into the respective environment and selects a unique username and password. The Portal Operator shall have the right to demand at its own discretion additional information to be submitted by the User.
2.5. The Portal Operator shall have the right to limit the rights of certain groups of Users (e.g. of persons who give loans via the Portal) in terms of specific usage rights, including limiting access and/or usage rights with respect to certain parts of the Portal. The Portal Operator does not have to ask for a separate consent from the User when the Portal Operator wishes to execute the limitation of the rights of certain groups of Users.
2.6. In order to enter the Portal, a User is required to enter their username and password. In order to use the Portal, the Portal Operator may unilaterally request the User to identify him/herself via ID card, Mobile-ID, bank link or any other identification method acceptable to the Portal Operator. In order to submit declarations of intent and give approvals that bear legal consequences, the Portal Operator may request the verification of the User’s signature via ID card, Mobile-ID, bank link or mobile communication or any other authentication method.
2.7. The password of the User is confidential and the User undertakes to not disclose it to third persons. The User undertakes to keep the password safe and to change/update the password regularly (at least with the frequency required by the Portal Operator).
2.8. If the User’s password has become known or might have become known to a third person, the User shall immediately notify the Portal Operator of such circumstances in writing, after which the Portal Operator shall block access to the User Account. The access to the User Account shall remain blocked until the User is given a new password on the basis of their application, and the User submits the Portal Operator a request for the reopening of their User Account.
2.9. Operations carried out through the User Account after logging in shall be deemed to have been made personally by the User (even if such an operation was not carried out by the User or with their authorisation). All payments, payment orders, orders, applications, agreements and other documents that have been authorised or submitted by the User after logging into the Portal (i.e. carried out via the User Account of Sub-Account) shall be binding on the User.
2.10. The Portal Operator can, but has no obligation, to refuse to act on any instruction that it believes: (i) was unclear; (ii) was not given by the User; (iii) might cause the Portal Operator to breach a legal or other duty; or (iv) if it believes that the Portal is being used for an illegal purpose.
3.1. In order to perform transactions via the Portal, a User has to register individual virtual account (the “Sub-Account”). The Sub-Account is not a payment account or a payment instrument, but it is a virtual record reflecting the User´s transaction balance and certain other financial actions and claims. A User can register the Sub-Account by as a private person or as the legal entity represented by the User.
3.2. In order to register a Sub-Account, a User shall enter the contact data, bank account number and other data of the Sub-Account User into the respective environment of the Portal indicated by the Portal Operator.
3.3. The User shall indicate in the Sub-Account registration application whether they wish to register the Sub-Account on their own name as a private person or on behalf of a legal entity whose legal representative they are.
3.4. In case the representative of a legal entity applies for opening of a Sub-Account on behalf of a legal entity, an agreement under the Terms of Service is concluded between the legal entity and the Portal Operator with the registration of the Sub-Account and the legal entity shall be obliged to follow the Terms of Service.
3.5. The Portal Operator may carry out KYC checks of a Sub-Account User to the extent that the Portal Operator deems necessary. The Sub-Account User is required to submit to the Portal Operator any and all information that the Portal Operator requests.
3.6. The Portal Operator shall have the right to unilaterally refuse to open a Sub-Account without providing any reasoning.
3.7. The person to whose name the Sub-Account has been registered (Sub-Account User) shall be responsible for the rights and obligations related to the Sub-Account. Among other, the Sub-Account User shall be a party to the transactions made via the Sub-Account. Terms and conditions of a respective transaction shall apply to transactions made via the Portal, which shall be accepted separately by the Sub-Account User.
4. The Sub-Account and the payments
4.1. The Sub-Account is designed for the purpose of performing transactions via the Portal.
4.2. In order to perform transactions via the Portal, the Sub-Account User has to transfer funds to the current account of the Portal Operator. The Sub-Account User is required to indicate the individual reference number generated by the Portal for the Sub-Account User in the payment order. If the Sub-Account User makes a payment without indicating the individual reference number generated by the Portal, then the Portal Operator shall be entitled to consider such payment as non-executed before it is identified.
4.3. The Sub-Account shall reflect the sum of funds transferred by the Sub-Account User to the Portal Operator for the purposes of performing transactions via the Portal and the funds received from other Users as a result of transactions concluded by the Sub-Account User via the Portal. The sums payable to other Users as a result of transactions made by the Sub-Account User via the Portal and sums subject to payment or compensation according to the Terms of Service to the Portal Operator, shall be deducted from the Sub-Account.
4.4. The Sub-Account User can make declarations of intent via the Portal, including making offers to execute transactions via the Portal and conclude transactions, only if the Sub-Account has a non-booked positive balance in the amount necessary for the transaction (i.e. a sum that is sufficient for performing the obligations of the Sub-Account User related to the respective transaction to the other party of the transaction and the Portal Operator) at the time of making the offer and concluding a transaction.
4.5. The Sub-Account User may transfer funds to the Portal Operator only from a bank account registered to the name of the Sub-Account User in a licensed credit or payment institution, which is registered or operating in a state which is a contracting member state of the European Economic Area. The Portal Operator shall have the right to request documents, which confirm compliance of the bank account with the conditions referred to herein.
4.6. If the bank account from which a transfer was made to the Portal Operator does not belong to the respective Sub-Account User or does not meet any other conditions set forth in Article 4.5., also if the reference number set forth in Article 4.2 is not indicated in the payment order, the Portal Operator shall have the right to transfer the sum back to the person who made the transfer and request from the User compensation of expenses related to returning of the payment (automatically deducting them from the Sub-Account).
4.7. Unless provided otherwise in the Terms of Service, the Sub-Account User may authorize the Portal Operator, to the extent of the positive balance of the non-booked funds reflected in the Sub-Account, to perform payment of the funds reflected in the Sub-Account to the Sub-Account User, by giving a payment order to the Portal Operator via the respective application of the Portal. The abovementioned order shall be considered as authorization of the Sub-Account User to the Portal Operator to transfer the sum referred to in the order (to the extent of the non-booked positive balance of the account) via a bank transfer to the bank account of the Sub-Account User.
4.8. The Portal Operator shall make payments to the Sub-Account User only to the bank account disclosed to the Portal Operator by the Sub-Account User. The Sub-Account User has the right to request from the Portal Operator to make the payments only to the bank account registered to the name of the Sub-Account User in a licensed credit or payment institution, which is registered or operating in a state which is a Contracting Party to the European Economic Area Agreement.
4.9. The Portal Operator shall have the right to refuse to make a payment to the bank account that does not belong to the Sub-Account User or does not meet any other conditions set forth in this Article (the Portal Operator shall have the right to request documents, which confirm compliance of the bank account with the conditions referred to herein).
4.10. If a Sub-Account User wishes to change the Sub-Account User’s bank account number previously provided to the Portal Operator, the Sub-Account User shall inform the Portal Operator of the new bank account number via the respective application of the Portal, thereby confirming that the bank account has been opened in the name of the User and complies with other terms and conditions set forth in Article 4.8.
4.11. The Sub-Account User shall cover the transfer expenses for the transfers made by the Sub-Account User to the Portal Operator. Expenses related to the payments made by the Portal Operator to the Sub-Account User and other expenses related to the payments made for the purposes of execution of transactions and activities by the Sub-Account User shall be reimbursed to the Portal Operator by the Sub-Account User according to the price list established by the Portal Operator. The Portal Operator shall have the unilateral right to change the aforementioned price list by publishing the new price list in the Portal at least 5 (five) working days before its entry into force.
4.12. No other financial obligations can be fulfilled or payments made through the Sub-Account. Among other things, it is forbidden to make payments from one Sub-Account to another Sub-Account, except for the payments made automatically and according to the Terms of Service by the Portal for the purposes of executing the transactions concluded through the Portal.
4.13. The funds transferred by the Sub-Account User to the bank account of the Portal Operator shall belong to the Sub-Account User to the extent of the positive balance of the Sub-Account and while performing the transfers the Portal Operator will only act as a fiduciary agent of the particular Users. The Portal Operator shall not calculate interest on the funds of the Sub-Account User kept with the Portal Operator and no such interest shall be payable to the Sub-Account User.
4.14. Unless otherwise stated in these Terms of Service, the User can withdraw any amount of a positive balance reflected in his or her Sub-Account at any time as specified by the User by instructing the Portal Operator. The above specified instructions are deemed to constitute the User's instructions to the Portal Operator to make the bank transfer of the above referred positive balance to the current account of the User (details of which the User has previously given to the Portal Operator as prescribed in clause 3.2 of these Terms of Service and from which the user has previously transferred funds to the Portal Operator by the procedure prescribed in clause 4.5.).
4.15. It is not allowed to transfer funds gained through illegal means for adding funds to the Sub- Account. In case of suspicious transactions, the relevant authorities shall be notified, and this can lead to freezing all funds on the Sub-Account, as well as to closing of the Sub-Account and confiscation of funds. If at the time of registering as a User or during the period of validity of the User Account, suspicions arise about money laundering, terrorism financing, or an attempt at either of these activities to the Portal Operator, the Portal Operator shall be entitled to not register a User on the Portal, not accept funds from the User and/or block access to or close the User’s Account and/or Sub-Account.
5. Loan Agreements
Conclusion of Loan Agreements
5.1. Funding via the Portal may be applied exclusively for the purpose of funding business activity of the Borrower (the “Project”). Both natural persons and legal entities can act as a lender. Only legal entity can act as a Borrower.
5.2. The funding of a Project via the Portal is carried out by way of a paid loan(s) granted by a Lender(s) to a Borrower(s) for funding of the relevant Project. A Borrower may obtain one or several loans for funding of the Project.
5.3. If a Borrower wishes to borrow funds from Lender, it shall use the respective application of the Portal for borrowing the funds and shall submit any and all data required by the application, including data concerning the Borrower, maximum amount of loan, minimum amount of loan, interest, loan period and data concerning the Project (business plan, budget) and any other information and evidence as may be requested by the Portal Operator from time to time. Upon submitting an offer for borrowing funds, the Lender shall approve the conditions of the loan agreements to be concluded with the Borrower.
5.4. The Borrower must at all times give true, accurate and complete information about itself and the Project and their status. When submitting an offer for borrowing funds the Borrower agrees and warrants that all offerings, transactions and investments shall be made in accordance with the applicable legislation, regulations and generally accepted practices in the relevant juristictions. The Borrower warrants that it will execute the loan financing with due care and in accordance with the information that the Borrower has published to Users.
5.5. The information prepared by a Borrower for borrowing funds is published to the Users in the Portal in its full extent along with the data on Borrower and any other additional data the Portal Operator considers necessary. Publication of information shall mean a binding offer for borrowing funds.
5.6. The decision as to whether or not to provide a loan to the Borrower is decided upon by each Lender at his or her own discretion. The Lender shall read the Risk Warning (_______) before lending any funds through the Portal. If the Lender requests more information about the Borrower or the Project, it shall contact directly the Borrower. The Portal Operator does not perform any due diligence of the Borrower or the Project.
5.7. A User who wishes to lend funds selects a Sub-Account through which the loan agreement is concluded. A Sub-Account User can lend funds only from the non-booked funds that are displayed as a positive balance on the User’s Sub-Account. A Sub-Account User cannot lend funds if the amount of loan to be lent and the sum paid to the Portal Operator upon executing the transaction exceed the non-booked positive balance on their Sub-Account.
5.8. In order to lend funds, a Lender shall submit, through the respective application of the Portal, a declaration of intent to lend funds (i.e. an acceptance to lend funds). The Lender specifies the amount of loan offered and approves the conditions for the loan (lending funds according to the offer submitted by the Borrower and terms and conditions of a loan agreement generated by the Portal Operator). The terms and conditions of the loan that are not specified in the acceptance to lend funds or the offer submitted by the Borrower shall be governed by the terms and conditions of a loan agreement generated by the Portal Operator. The acceptance to lend to the Borrower shall be binding to the Lender. The Lender cannot unilaterally withdraw or cancel the confirmed acceptance, unless provided differently by imperative legal provisions or the loan agreement.
5.9. By confirming the acceptance to lend, the Lender shall authorise the Portal Operator to book the positive balance on the Lender’s Sub-Account in the extent of the loan amount indicated in the acceptance and the sum payable to the Portal Operator upon the execution of the transaction (i.e. the respective sum cannot be used for making other transactions or no requests can be made to have it transferred to the User’s bank account). If the Borrower withdraws from the loan agreement, the Portal Operator shall automatically release the booked sum.
5.10. With the confirmation of the acceptance to lend, a loan agreement is concluded between the Lender and the Borrower. Such agreement shall be considered as concluded from the moment when the Lender accepts the offer. The loan agreement shall become effective with the confirmation of the acceptance to lend. The confirmation has to be confirmed with the digital signature or an equal means for identification and signing.
5.11. If loan agreements in at least the minimum total loan amount have been concluded with the Borrower, the Portal Operator shall settle the amounts booked on User’s Sub-Account after the submission of acceptance as follows. The Portal Operator shall automatically debit the Lender’s Sub-Account by the loan amount and credit the Borrower’s Sub-Account by the loan amount. The Portal Operator shall automatically debit both parties’ Sub-Accounts in the extent of the sum payable to the Portal Operator for the execution of this transaction.
5.12. The Borrower has the unilateral right to withdraw from the loan agreement. In such case the Portal Operator shall automatically refund the Lender the funds debited from or booked on their Sub-Account.
5.13. Funding payments shall be made using Euro..
5.14. If the loan is secured, the security may be established in favour of a company determined by the Portal Operator as a collateral agent (the "Collateral Agent").
5.15. The Collateral Agent keeps the security or securities given in connection with a secured loan in its own name in the interests of Lender(s) and performs actions and transactions related to the relevant securities, inter alia, on the basis of instructions given by the Portal Operator on behalf of the Portal Operator itself and/or the Lender(s), these Terms of Service and loan documents related to the relevant loan.
5.16. If the Collateral Agent has received funds for the Lender and/or Portal Operator as a result of actions carried out with the aim of collection or enforcement of any claims (including realisation of security), the Collateral Agent transfers the relevant funds to the Portal Operator (having previously deducted and paid all costs and fees incurred or calculated by it in relation to the relevant actions) who records the relevant proceeds on the Lender(s) accounts in the relevant amounts.
5.17. The Collateral Agent keeps the funds referred to in clause 5.16 as a mandatary (käsundisaaja) in the Security Agent's own name on a current account that the Collateral Agent has opened for that purpose in a credit institution registered or which has a place of business in Estonia or in any other contracting member state of the European Economic Area. The Collateral Agent keeps the relevant funds separately from its own funds. The Portal Operator does not calculate and no interest is payable to a user on the funds received by the Collateral Agent.
6. Rights and Obligations of the User
6.1. In addition to other obligations set forth in the Terms of Service, a User shall be obliged:
- not to use the Portal for illegal transactions or activities, including fraud, money laundering, terrorist financing or other similar activities;
- to use the Portal through web browsers intended for general purposes. It is forbidden to use, including but not limited to, robots, spiders, scrapers and other automatic data entry and processing devices;
- to submit only truthful data and information upon registering the User Account and Sub-Account(s). The User shall be liable for the damages caused by the violation of the obligation set forth in this Article with respect to the Portal Operator and other Users. The Portal Operator does not verify the correctness of the information submitted by the Users and shall not take any responsibility for the correctness and truthfulness of the data submitted by the Users;
- to safeguard the data and devices necessary for logging in to the User Account of the Portal, including the ID card, respective passwords and user IDs and authentication devices in a manner that prevents third parties from gaining possession of them. However, if a third party enters the Portal through User’s Account, any and all provisions arising from the Terms of Service shall apply;
- to inform the Portal Operator immediately about the risk of unauthorised use of the User Account and Sub-Account(s) that may occur;
- to inform the Portal Operator as soon as possible of any changes in the data submitted upon opening the User Account or Sub-Account;
- to declare and pay any taxes that may be due in relation to the use of the Portal and entering into loan agreements (for instance, tax obligations may apply to the User as a result of any interest received on loans entered into on the Portal etc). The Portal Operator shall have no responsibility to pay any taxes related to the Users.
6.2. In addition to other rights set forth in the Terms of Service, a registered User shall have the right to:
- enter the Portal by using logging in functionality, which is secured by the necessary measures determined at the Portal Operator’s discretion;
- use the functionalities of the Portal if the User complies with the requirements established for using the specific functionality;
- review the User data saved by the Portal Operator, amend such data and request the Portal Operator to cease processing;
- with prior consent of the Portal Operator, authorise User’s representative to use User’s User Account and register him/her as the authorised User of the User Account;
- provide feedback regarding the services offered by the Portal and respond to the surveys, including the service quality assessments, carried out by the Portal Operator.
7. Processing of User Data
7.1. For the purposes of these Terms of Service, personal data shall be any and all data and information on a User who is a private person, which the User has disclosed upon registering their User Account or Sub-Account, using the Portal and making declarations of intent via the Portal. The personal data that the Portal Operator has learned about such User from third parties and stores or processes, is considered personal data.
7.2. By registering a User Account and/or disclosing data, the User shall confirm that they are aware of and consent to the fact that any and all legally collected data regarding the User (including Sub-Account User(s)) which are in the possession of the Portal Operator, regardless of their origin, shall be processed by the Portal Operator for the purposes related to the possibilities of use of the Portal and to the extent necessary for it.
7.3. A User, who is a natural person, has the right to withdraw their consent for processing personal data at any time. The person may request the cease of processing the personal data, terminate the access to the data and request deletion or closing the collected personal data. This is possible if the User or any of the Sub-Account Users related to them have no on-going process of concluding an agreement via the Portal and no valid agreement concluded via the Portal, and provided that the legal acts do not oblige the Portal Operator to save data. Upon withdrawing the consent to process personal data the User’s User Account shall be closed.
7.4. The Portal Operator shall be obliged to keep the Users’ data confidential and follow any and all rules arising from the Personal Data Protection Act of the Republic of Estonia.
7.6. The Portal Operator shall have the right to disclose (personal) data of a User to persons belonging to the same group as the Portal Operator and persons who provide the Portal Operator with legal assistance, accounting, auditing or any other services, which presume processing of Users’ personal data, provided that the respective service provider has undertaken the obligation towards the Portal Operator not to disclose the respective personal data to third parties.
7.7. The Portal Operator shall have the right to use the e-mail address and mobile phone number of a User (including Sub-Account User(s)) for the purposes of forwarding to the User information, advertising and offers from the Portal Operator or its cooperation partners. The User shall have the right to choose, which notifications and offers they wish to receive through the Portal and refuse to receive offers from the Portal Operator and their cooperation partners, without their respective query through the Portal.
8. Intellectual Property
8.1. Any and all intellectual property rights to the Portal, including the structure, web design elements, texts and other components of the Portal, and the intellectual property rights related to them (including the intellectual property rights to trademarks, logos, brands, software, databases, news, messages, texts, graphic, musical and other design) belong to the Portal Operator, unless the rights of another person are referred to with regard to a component, or information has been entered by the Users of the Portal. The Users shall not be allowed to change, reproduce, disseminate, process, translate, make extracts from, forward, include in other databases or make public the Portal or any of its contents or components or use it in any other manner that is beyond the intended purposes of the Portal without the prior written consent of the Portal Operator.
8.2. The User shall not be allowed to grant sub-licences for using the Portal or any of its contents or components or create new objects of intellectual property based on them.
8.3. The Users are allowed to publish only such material in the Portal for which they have intellectual property rights to the extent that is necessary for publishing the respective materials in the Portal. A User shall be fully responsible for the user content published in the Portal by them.
8.4. With publishing of any user content in the Portal, the User shall give their unconditional and free consent to the Portal Operator to store, disseminate and publish such material in accordance with the Terms of Service and to change or process in any other manner to the extent that is necessary for the intended use of the Portal. The Portal Operator has the right to immediately remove any content from the Portal that it deems ti be in breach of the Terms of Service or is otherwise harmful for Portal Operator or Users.
10.1. Users shall settle transactions on the Portal directly and on their own responsibility. Users use the agreement forms offered on the Portal on their own responsibility and at their own risk. The Portal Operator shall not be responsible for possible commitments arising from laws that might originate to the Users as a result of transactions concluded on the Portal.
10.2. Although the Portal Operator takes measures to ensure correctness and reliability of information published in the Portal, the Portal Operator shall not be liable for publishing incorrect or misleading information in the Portal, or for a violation committed or being continuously committed through the Portal, or consequences thereof, of which the Portal Operator is not aware or for which it has taken measures for correcting the information, ending a violation or eliminating consequences thereof.
10.3. The Portal Operator shall not be liable for the correctness and completeness of information received from third parties. If a User discovers incorrectness of information contained in the Portal, they shall be obliged to inform the Portal Operator as soon as possible.
10.4. The Portal Operator shall not be liable to other Users or third parties if a User violates an obligation set forth in the Terms of Service, any other agreement concluded with the Portal Operator, legal act or agreement concluded between Users.
10.5. The Portal Operator shall be liable for the obligations arising from a transaction concluded through the Portal only if the Portal Operator is a party to a specific transaction.
10.6. If a User causes damages to the Portal Operator by violating any of the obligations, the User shall be obliged to fully compensate the respective damages to the Portal Operator at first request.
10.7. The Portal Operator shall not be liable for the damages that were caused to a User or third parties in relation to the fact that the Portal Operator used their legal remedies (e.g. removed information from the Portal or limited access to it, limited or restricted User’s access to their User Account or Portal).
10.8. The Portal Operator shall not be liable for temporary interruption in the access to the Portal or its functionality.
10.9. The Portal Operator shall be fully released from liability towards the User for any losses that the User has or might suffer as a result of using the Portal or entering into loan agreements, including:
10.9.1. as a result of illicit conduct of third parties until the moment when the User’s Account is blocked pursuant to procedures established in Clause 2.8 of the present Terms of Service;
10.9.2. if, pursuant to these Terms of Service, the User’s access to the User’s Account or Sub-Account has been blocked;
10.9.3. due to the Borrower infringing the loan agreement or the Borrower’s illicit conduct;
10.9.4. due to the performance or delayed performance of the User’s commitments arising from the loan agreement.
10.10. The Portal Operator shall be liable only for the direct patrimonial damages to the User caused by violation of the obligations of the Portal Operator’s due to gross negligence or intent. Other damages or loss of profit shall not be subject to compensation. The Portal Operator shall not be liable if a service provider or any other third party used by the Portal Operator causes the violation of obligations. In any case the amount of compensation for damage is limited to the amount on the User´s Sub-Account at the moment when the damage was incurred.
11.1. For services offered by the Portal Operator, the User shall pay the Portal Operator the service fees (“Fee”) in according with the price list or a fee agreed separately between a User and the Portal Operator.
11.2. If not stated otherwise in these Terms of Service or in the loan agreement, the Fees shall be paid to the Portal Operator from the loan amount immediately before the transfer of the loan amount to the Borrower and the Portal Operator may withhold the Fees from the loan amount by transferring the loan amount to the Borrower only in the amount it exceeds the Fees.
11.3. The Portal Operator can set off the fees, costs and/or losses to be paid or compensated to the Portal Operator against the funds shown on the account of the relevant User.
11.4. The Portal Operator may at its own discretion unilaterally waive any Fees to be paid to the Portal Operator based on these Terms of Services and/or loan documents or decrease the amount of the relevant Fees unilaterally.
12. Duration of Use of the Portal and Termination of Use
12.1. User Accounts in the Portal are opened without term. If a User and related Sub-Account User have no valid loan agreements concluded via the Portal and they no longer wish to use the Portal, they can close the User Account and related Sub-Accounts and terminate the agreement concluded with the Portal Operator without advance notice.
12.2. The Portal Operator shall have the right to limit or cancel a User’s right to use the Portal and close a User Account and related Sub-Accounts, as well as to terminate an agreement concluded with a User at any time without advance notice if it appears that:
(i) the User violates or has violated the Terms of Service or any other User obligations;
(ii) the User does not accept new Terms of Service upon first logging in to the Portal after the new Terms of Service have been made available in the Portal;
(iii) the User has submitted to the Portal Operator or other Users data and/or information that is incorrect, misleading and/or inaccurate;
(iv) upon using the Portal the User behaves in bad faith, without dignity, illegally or in contradiction with the moral standards recognised in the society;
(v) the Portal Operator has discovered a circumstance based on which there may be a suspicion that third parties have gained possession of the data and devices allowing logging in to the User’s Account and the Portal and the User Account could be used by an unauthorized person.
12.3. The Portal Operator shall have the right to close the Portal. Upon closing the Portal or if the User can no longer use the Portal (including the case of insolvency of the Portal Operator):
(i) the conclusion of new loan agreements will be immediately suspended;
(ii) the transactions made through the Portal shall remain in force under the terms and conditions set forth therein;
(iii) the settlements arising from transactions made between the respective User and other Users shall thereafter take place through the bank accounts of the respective User and other Users on the basis of the payment orders given by such Users. After the expiry of the right to use the Portal, the Portal Operator shall not be responsible for making or receiving payments on behalf of the Users; and
(iv) the Portal Operator shall pay the positive balance registered in the Sub-Account (as of the moment of expiry of the right to use the Portal), deducting the sums payable to the Portal Operator, to the bank account of the Sub-Account User within 10 (ten) working days from the expiry of the right to use the Portal;
(v) in case of insolvency of the Portal Operator, the Portal Operator shall perform all actions that are required for taking over the administration and management of the settlements, and shall inform all Users of such circumstances.
12.4. A natural person who concludes transactions not related to independent economic or professional activity (a “Consumer”) is entitled to withdraw from the agreement entered into when accepting these Terms of Service at his or her own discretion within 14 (fourteen) days from the date of the agreement. A Consumer shall send a respective written withdrawal request to the Portal Operator by e-mail (firstname.lastname@example.org). A Consumer understands and agrees that upon granting the first loan he or she loses the withdrawal right mentioned in this Article.
13. Sending Notices. Complaints
13.1. The notices sent to the User’s mailbox (an e-mail address that the User has provided to the Portal Operator) shall be considered as received within 24 hours of sending, including they shall be considered as received by all Users of the Sub-Accounts related to the respective User Account.
13.2. Should a User wish to make a complaint about the Portal or the Portal Operator, the User should send an e-mail to: email@example.com with brief details of its complaint and its User Account details. Upon receipt of a complaint, a representative of the Portal Operator will acknowledge the complaint within three (3) calendar day. The complaint will then be investigated and an initial response provided to the User within seven calendar days of the complaint having been acknowledged. The User who is a Consumer may contact the Consumer Protection Board (In Estonian: Tarbijakaitseamet).
14. Other Conditions
14.1. The User may not assign its rights and obligations under this Agreement without the prior written approval by the Portal Operator. The Portal Operator may assign its rights and/or obligations under these Terms and Conditions without the prior consent by the User.
14.2. Legislation of the Republic of Estonia shall be applicable to the use of the Portal in issues not regulated in the Terms of Service. If an article of the Terms of Service proves to be void due to contradicting the law, it shall not influence the validity of other articles.
14.3. Disagreements and disputes arising from the fulfilment of the Terms of Service shall be settled by the parties primarily through negotiations. The Portal Operator shall have the unilateral right to establish a procedure for extrajudicial settling of disputes. If settling of disagreements through negotiations is impossible, the dispute shall be settled in Harju County Court.