This document (hereinafter the “Terms of Service”) regulates the legal relations between the registered users (hereinafter the “User”) of the website http://www.tfgcrowd.com and its subpages (hereinafter the “Portal”) and TFGCROWD OÜ, registered in Estonia under company number 14278391, address: Hobujaama tn 4, Tallinn, 10151, Estonia, e-mail [email protected] (hereinafter the “Portal Operator”), arising from the usage of the Portal.
By registering as a User and creating a user account (hereinafter the “User Account”) in the Portal, the User agrees with the Terms of Service and thereby an agreement under these Terms of Service is concluded between the User, who registers a User account, and the Portal Operator.
The Portal Operator reserves the right to amend or supplement the Terms of Service or lay down additional conditions at any time. These amendments and supplementations shall enter into force from the moment when the User has agreed with the new Terms of Service via the Portal.
By commencing the use of the Portal, the User confirms to have read the Terms of Service, understood them and agreed to them.
Services of the Portal Operator
The Portal Operator shall enable the registered Users of the Portal to use the Portal for its intended purpose, first and foremost enter and/or become acquainted with various financing proposals (projects), make declarations of intent, conclude transactions. The Portal Operator has the sole right to change the Portal functionality and Terms of Service without advance notice, including limiting or adding functionality to the Portal.
The primary purpose of the service provided by the Portal Operator is to introduce Users to each other in order to enable Users, through the Portal, to borrow money from one another, by way of paid loans, in order to assist Users towards the funding of their business. 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;
undertaking project/financing related transactions or providing advice in respect of the same;
provision of payment services.
The Portal Operator performs an administrative function in the execution and performance by the Users of loan agreements with the view to facilitating loans between Users and communication between Users. When collecting any amounts owed by a borrowing User, the Portal Operator acts at its own discretion on the basis of what the Portal Operator considers to be, and in the Portal Operator's experience is, in the best interests of the lending User.
The Portal Operator is not a party to the loan agreement(s) entered into via the Portal, but in certain cases the Portal Operator is entitled to rely on the provisions of the loan agreement and demand on their own behalf the performance of certain provisions of the loan agreement.
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 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 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.
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 person making the loan request is creditworthy;
the Portal Operator's confirmation that the relevant project is viable;
the Portal Operator's confirmation that the investor will get the relevant investment back or make any profit from it.
The Portal Operator may make changes in the Portal, 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.
Fees and expenses
All expenses and fees related to the use of the Portal shall be paid by the User according to the Portal’s price list accessible at http://www.tfgcrowd.com. The Portal Operator shall automatically debit (without an additional authorization from the User) the expenses and fees from the User’s Account for the transaction in relation to which the Portal Operator has the right to request reimbursement of expenses or payment of a fee.
Unless stated otherwise in the loan agreement, the Borrower undertakes to pay the following fees to the portal operator:
a service fee (hereinafter the "Service Fee");
an administration fee (hereinafter the "Administration Fee");
other fees in the Portal’s price list or agreed on in the loan agreement. The exact amount of each fee is provided in a separate pricelist.
In order to use the Portal, a person is required to register a User Account in his name.
Upon registration, the Portal Operator will conduct a background check of the person registering the User Account. 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 background check, to the extent that the Portal Operator deems necessary, can register a User Account in their name. The Portal Operator has the unilateral right to refuse to open a User Account without providing any reason to the User.
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 has 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.
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, 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, bank link or mobile communication or any other authentication method.
Separation of Funds
As a mandatary, the Portal Operator shall keep the funds transferred to him by the Account Users in the bank account, which the Portal Operator has opened in its name solely for this purpose in a licensed credit or payment institution, which is registered or operating in state, which is a Contracting Party to the European Economic Area Agreement.
The funds on the Portal Operator’s respective bank account are excluded from the Portal Operator’s assets. The Portal Operator shall keep the funds of the Аccount Users separately from its own funds. The funds transferred by the Account User to the bank account of the Portal Operator shall belong to the Account User to the extent of the positive balance of the Account. The Portal Operator shall not calculate interest on the funds of the Account User kept with the Portal Operator and no such interest will be payable to the ccount User.
Conclusion of Loan Agreements:
If a User wishes to borrow funds from other Users for financing a project or for any other similar purposes, they will use the respective application of the Portal for borrowing the funds and will submit any and all data required by the application, including, but not limited to, data concerning the User, maximum amount of loan, minimum amount of loan, interest, loan period and data concerning the project and business. The User hereby confirms that all data submitted by it to the Portal is true and accurate and fully describes the business, the project and the purpose of the loan.
Upon submitting an offer for borrowing funds, the User will approve the conditions of the loan agreements to be concluded with the Users who wish to lend funds.
The information prepared and submitted by a User for borrowing funds is published to other Users in the Portal in its full extent along with the data on the borrower and any other additional data the Portal Operator considers necessary and which the Portal Operator at their own discretion has verified. Publication of information means a binding offer for borrowing funds.
A User who wishes to lend funds, selects a Account through which the loan agreement is concluded. A Account User can lend funds only from the funds that are displayed as a positive balance on the User’s Account. A 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 Account.
In order to lend funds, a Account User shall submit, through the respective application of the Portal, a declaration of intent to lend funds (i.e. an acceptance to lend funds). The Account User specifies the amount of loan offered and approves the conditions for the loan (lending funds according to the offer submitted by the borrowing User and terms and conditions of a loan agreement established 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 borrowing User shall be governed by the terms and conditions of a loan agreement established by the Portal Operator. The acceptance to lend to the borrowing Account User is binding to the lending Account User. The lending Account User cannot unilaterally withdraw or cancel the confirmed acceptance, unless provided differently by imperative legal provisions or the loan agreement.
By confirming the acceptance to lend, the lending Account User authorizes the Portal Operator to deduct from the positive balance of the lending User’s Account 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 borrowing User withdraws from the loan agreement, the Portal Operator shall return the loan amount indicated in the acceptance (without interest) to the lending User’s Account (i.e. the respective sum can be used to make other transactions and transferred to User’s bank account).
With the confirmation of the acceptance to lend, a loan agreement is concluded between the lending Account User and the borrowing Account User. Such agreement shall be considered as concluded from the moment when the lending Account User accepts the offer. The loan agreement shall become effective with the confirmation of the acceptance to lend.
If by the last date of loan offers loan agreements in at least the minimum amount lent through the Portal have been concluded with the borrowing User, the Portal Operator shall transfer the total loan amount lent through the Portal to the borrowing User’s bank account. The Portal Operator shall automatically debit both parties’ Accounts in the extent of the sum payable to the Portal Operator for the execution of this transaction.
The borrowing User has the unilateral right to withdraw from the loan agreement, if by the last date of loan offers loan agreements in at least the minimum amount lent through the Portal have not been concluded with the borrowing User. In such case the Portal Operator shall automatically refund the lending User the funds debited from their Account.
If not stated otherwise in these Terms of Service or in the loan agreement, the Service Fee, as well as any other fees or costs related to the conclusion of loan agreements will be paid to the Portal Operator from the loan amount immediately before the transfer of the loan amount to the borrowing User’s bank account. The Portal Operator may withhold the Service Fee from the loan amount by transferring the loan amount to the borrower only in the amount it exceeds the Service Fee. Other fees shall be paid to the Portal Operator as stated in the loan agreement.
Fees provided for these Terms of Services do not include value added tax (VAT) and if, according to the law, the relevant fee is taxed with value added tax (VAT) or other similar tax, the relevant tax is added to the Service Fee and/or any other fees.
The borrowing User must pay the fees in euros in full and the borrowing User may not perform the obligation to pay the relevant fee by way of set off or make any withholdings or other deductions from the amount to be paid without the consent of the Portal Operator in a format which can be reproduced in writing, unless stated otherwise in these Terms of Services or loan agreement.
If a price list in respect of certain actions to be performed and services to be provided by the Portal Operator is published in the portal, the User, referred to in the price list, must pay immediately upon the first request of the Portal Operator and in addition to any other fees referred to in the Terms of Services, for the relevant actions and/or services, to the Portal Operator in an amount shown in the price list. Inter alia, the relevant price list may prescribe the fees to be paid to the Portal Operator for other actions and services.
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 agreements or decrease the amount of the relevant fees unilaterally.
General Rights and Obligations of the User
In addition to other obligations set forth in the Terms of Service, a User is 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. The User shall be liable for the damages caused by the violation of the obligation set forth in this clause 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 apply;
to inform the Portal Operator immediately about the risk of unauthorized use of the User Account that may occur;
to inform the Portal Operator immediately of any changes in the data submitted upon opening the User Account.
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, authorize User’s representative to use User’s User Account and register him/her as the authorized 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.
Processing of User Data
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, 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.
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 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.
A User, who is a private person, has the right to withdraw their consent for processing personal data at any time. The person may request to cease 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 Account Users related to them have no on-going process of concluding a loan agreement via the Portal and no valid loan 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 immediately.
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.
The Portal Operator has the right to disclose User’s personal data to third parties, including other Users, only in cases set forth in the law and Terms of Service.
The Portal Operator has the right to disclose the User’s personal data to other parties of a loan agreement that the User has entered into through the Portal.
The Portal Operator has 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.
The User hereby gives his consent that the Portal Operator has the right to use the e-mail address and mobile phone number of the User 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.
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. 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.
The User is not allowed to grant sub-licenses for using the Portal or any of its contents or components or create new objects of intellectual property based on them.
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 materials published in the Portal by them.
With publishing of any material in the Portal by the User, 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.
Although the Portal Operator shall take all measures to ensure correctness and reliability of information published in the Portal, the Portal Operator is 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.
The Portal Operator is not liable for the correctness and completeness of information received from third parties (for the purposes of this clause, Users are also considered to be third parties), if the Portal Operator forwards or discloses it in the Portal in the same format as it was forwarded or made available to the Portal Operator. If a User discovers incorrectness of information contained in the Portal, they shall be obliged to inform the Portal Operator as soon as possible.
The Portal Operator is not 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.
If a User causes damages to the Portal Operator by violating any of the obligations, the User is obliged to fully compensate the respective damages to the Portal Operator at first request.
The Portal Operator is not 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).
The Portal Operator is not liable for temporary interruption in the access to the Portal or its functionality.
The Portal Operator is liable only for the direct patrimonial damages to the User caused by violation of the obligations of the Portal Operator due to gross negligence or intent. Other damages or loss of profit are not subject to compensation. The Portal Operator is not liable, if a service provider or any other third party used by the Portal Operator causes the violation of obligations.
Duration of Use of the Portal and Termination of Use
User Accounts in the Portal are opened without term. If a User and related 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 terminate the agreement concluded with the Portal Operator without advance notice.
The Portal Operator has the right to limit or cancel a User’s right to use the Portal and close a User Account, as well as to terminate an agreement concluded with a User at any time without advance notice if it appears that:
the User violates or has violated the Terms of Service or any other User obligations;
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;
the User has submitted to the Portal Operator or other Users data and/or information that is incorrect, misleading and/or inaccurate;
upon using the Portal, the User behaves in bad faith, without dignity, illegally or in contradiction with the moral standards recognized in the society;
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.
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:
the transactions made through the Portal will remain in force under the terms and conditions set forth therein and
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
The Portal Operator shall pay the positive balance registered in the 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 Account User within 10 (ten) working days from the expiry of the right to use the Portal.
The notices sent to the User’s mailbox (an e-mail address that the User has provided to the Portal Operator) will be considered as received within 24 hours of sending, including they will be considered as received by all Users of the Accounts related to the respective User Account.
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 a clause of the Terms of Service proves to be void due to contradicting the law, it shall not influence the validity of other clauses.
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.