Terms of Service

1. General

1.1. This document (hereinafter the “Terms of Service”) regulates the legal relations between the registered users (hereinafter the “User”) of the online platform accessible via the website http://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 address: [email protected], hereinafter the “Portal Operator”), arising from using the Portal.

1.2. By registering as a user of the Portal and creating an account (hereinafter the “Account”) in the Portal in accordance with the procedure set out in Section 5 below, the User agrees with the Terms of Service, and an agreement under the Terms of Service is concluded between the User registering an Account and the Portal Operator.

1.3. After successfully registering an Account, the User can register additional Accounts in the name of legal persons that the User is authorised to represent (hereinafter “Business Account”). An individual User can register an unlimited number of such Business Accounts, provided the User has sufficient authorisation to do so.

1.4. The Portal Operator reserves the right to amend or supplement the Terms of Service or set out additional conditions at any time. These amendments and supplementations shall enter into force from the moment when the User agrees to the new Terms of Service via the Portal.

1.5. By commencing the use of the Portal, the User confirms to have read the Terms of Service, understood and agreed to them.

2. Definitions

2.1. In the Terms of Service, the following capitalised terms will have the following meanings:

Account

means the account held by the User in the Portal.

Assignee

means a User who has accepted an offer to buy a Claim via the Secondary Market.

Assignor

means a User who has sold (assigned) a Claim via the Secondary Market.

Auto Invest

is an automated tool that enables Investors to easily and quickly create an investment portfolio via the Portal.

Business Account

means an Account in the name of any legal persons that the User is authorised to represent.

Claim

means a monetary claim belonging to a User against a Company arising from a financing agreement concluded between them through the Portal.

Company

means a User, which is raising financing through the Portal.

Investor

means a User, which is providing financing via the Portal.

Portal

means the online platform accessible via the website https://tfgcrowd.com operated by the Portal Operator.

Portal Operator

means TFGCrowd OÜ, a company established under the laws of the Republic of Estonia under registration number 14278391 and having its registered office at Hobujaama 4, Tallinn, 10151, Estonia.

Secondary Market

means a functionality of the Portal allowing Users to buy and sell (assign) Claims to other Users by concluding assignment agreements via the Portal.

Terms of Service

means this document, which regulates the legal relations between the Users and the Portal Operator.

User

means a registered user of the Platform either looking to raise financing or looking to provide financing.

3. Services of the Portal Operator

3.1. The Portal Operator shall enable the registered Users of the Portal to use the Portal for its intended purpose, first and foremost to enter and/or become acquainted with various financing proposals (projects), make declarations of intent, and conclude transactions. The Portal Operator has the sole right to change the Portal’s functionality and Terms of Service without advance notice, including limiting or adding functionality to the Portal.

3.2. The primary purpose of the service provided by the Portal Operator is to introduce Users to each other in order to enable Users, via the Portal, to request and provide financing to one another, by way of loans, invoice financing, loans convertible into equity or any other types of financing, and to assist Users towards the funding of their business activities. 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:

3.2.1. 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);

3.2.2. accepting deposits or other refundable instruments or providing loans or other types of financing on its own account or behalf;

3.2.3. participating in project/financing-related transactions or providing advice in respect of the same;

3.2.4. providing debt collection;

3.2.5. providing payment services.

3.3. The Portal Operator performs an administrative function in the execution and performance of financing agreements by the Users with the view to facilitating the provision of financing and related communication between Users.

3.4. When facilitating the payment of any amounts owed by Company to the Investors, the Portal Operator acts in accordance with the respective financing agreements concluded between the Company and the Investors.

3.5. The Portal Operator is not a party to the financing agreement(s) entered into via the Portal, but in certain cases the Portal Operator is entitled to rely on the provisions of the financing agreement and demand on their own behalf the performance of certain provisions of the financing agreement.

3.6. Among other, the Portal Operator is not liable for:

3.6.1. the performance of a User's (including the Company's) obligations;

3.6.2. the trueness or accuracy of information and/or confirmation(s) published or provided by a User (including the Company) via the Portal or in any financing 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 via the Portal in respect of financing projects and Users;

3.6.3. any disruptions or impediments that may occur in the operation of credit institutions used by the Portal Operator or the Users, including any losses which may directly or indirectly be incurred as a result of the insolvency or moratorium of any such credit institution or any other similar event;

3.6.4. losses incurred as a result of any act or failure to act by the third parties whose economic or professional activity includes the collection of debts and the provision of related services;

3.6.5. the scope, content, suitability and enforceability of contracts and other legal documents used in the operation of the Portal, including those used for the carrying out of transactions via the Portal;

3.6.6. any bugs or disruptions that occur while using the Portal or changes made to the Portal or the consequences of termination of the operation of the Portal;

3.6.7. the trueness and accuracy of any forecasts, including financial indicators and forecasts of any project, published via the Portal, and no warranty or representation is made by the Portal Operator in respect of the same;

3.6.8. any circumstances that derive from or depend on the identity of a User;

3.6.9. 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.

3.7. Permission for the Company to make a financing request and assigning a risk category to it in the Portal does not constitute any of the following:

3.7.1. an investment recommendation or other endorsement by the Portal Operator in respect of the relevant financing request;

3.7.2. the Portal Operator's confirmation or any other indication that the person making the financing request is creditworthy;

3.7.3. the Portal Operator's confirmation that the respective project is viable;

3.7.4. the Portal Operator's confirmation that the Investors will get their respective investments back or make any profit from them.

3.8. The Portal Operator may make changes to the Portal, including expanding, changing or removing its functions, at its own discretion at any time without asking permission of the Users 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.

4. Fees and Expenses

4.1. All expenses and fees related to the use of the Portal payable by the Investor are published in the price list accessible on http://tfgcrowd.com. The Portal Operator has the right to unilaterally update the price list by informing the Users.

4.2. All the expenses and fees related to the services provided by the Portal Operator and payable by the Company shall be prescribed in the cooperation agreement concluded between the Company and the Portal Operator.

4.3. The Portal Operator shall automatically debit (without any additional authorisation from the User) from the respective Account or Business Account the expenses and fees for the transaction in relation to which the Portal Operator has the right to request reimbursement of expenses or payment of a fee.

5. Account Registration

5.1. To start using the Portal, the User is required to register an Account in their own name. After successfully registering the Account, the User can register Business Accounts in the name of the businesses it is authorised to represent.

5.2. Upon registration, the Portal Operator will conduct a background check of the person registering the Account. A person applying for registration of an Account is required to submit to the Portal Operator any and all information that the Portal Operator requests. Only persons/businesses which have passed the Portal Operator’s background check, to the extent that the Portal Operator deems necessary, can register an Account in their name. The Portal Operator has the unilateral right to refuse to open an Account without providing any reason to the person applying for registration.

5.3. The person registering an Account enters their contact information and other data required by the Portal Operator into the respective environment accessible via the Portal and selects a unique username and password for the User.

5.4. The Portal Operator has the right to limit the rights of certain groups of Users 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.

5.5. To enter the Portal, a User is required to enter their username and password. To use the Portal, the Portal Operator may unilaterally request the User or their representative to identify him/herself via ID card, bank link or any other identification method acceptable to the Portal Operator. To submit declarations of intent and give approvals that bear legal consequences, the Portal Operator may request the verification of the User’s or their representative’s signature via ID card, bank link or mobile communication or any other accepted authentication method.

5.6. The registration procedure set out in this clause also applies to the registration of any Business Accounts by the User and the information submitted by the User regarding the User in whose name the Business Account is registered, to the extent deemed necessary by the Portal Operator.

6. Separation of Funds

6.1. As a mandatary, the Portal Operator shall keep the funds transferred to him by the 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 a state, which is a Contracting Party to the European Economic Area Agreement.

6.2. 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 Users separately from its own funds. The funds transferred by the User to the bank account of the Portal Operator shall belong to the User to the extent of the positive balance of the Account. The Portal Operator shall not calculate interest on the funds of the User kept with the Portal Operator and no such interest will be payable to the User.

7. Financing Agreements

7.1. Conclusion of Financing Agreements:

7.1.1. If the Company wishes to request financing from the Investors for financing a project or for any other similar purposes, it will use the respective application of the Portal for requesting financing and will submit any and all data required by the Portal Operator, including, but not limited to, data concerning the Company, minimum and maximum financing amounts, interest rate, payment period, as well as data concerning the project and the Company’s business activities. By agreeing with the Terms of Service, the User confirms that all data to be submitted by it to the Portal Operator as part of requesting financing will be true and accurate and will fully describe the Company, the project and the purpose of requesting financing.

7.1.2. Upon submitting a financing request, the Company will propose the terms and conditions of the financing agreements to the potential Investors. Investors who agree to the proposed terms and conditions of the relevant financing agreement and are willing to provide financing to the Company will be able to make their investments by accepting the proposed terms and conditions of the financing agreements, each thereby concluding a mutually binding financing agreement.

7.1.3. The information prepared and submitted by a Company for requesting financing is published to the Investors via the Portal in its full extent along with the data on the Company and any other additional data. Publication of the above information means a binding request for financing.

7.2. Providing Financing:

7.2.1. The User selects an Account or Business Account, over which it has authority and which will provide financing, and concludes the financing agreement by accepting the proposed terms of the financing agreement.

7.2.2. An Investor can provide financing only from the funds that are displayed as a positive balance on the respective Account or Business Account. An Investor cannot provide financing if the amount of financing to be provided and the sum paid to the Portal Operator upon executing the financing transaction exceed the non-booked positive balance on the respective Account or Business Account.

7.2.3. To provide financing, an Investor shall submit, through the respective application of the Portal, a declaration of intent to provide financing (i.e., an acceptance to provide financing). The Investor specifies the amount of financing offered and approves the provision of financing according to the financing request submitted by the Company, and the terms and conditions of the financing agreement, concluded in the form established by the Portal Operator).

7.2.4. An acceptance to provide financing to a Company is binding to the Investor. The Investor cannot unilaterally withdraw or cancel a confirmed acceptance, unless provided differently by imperative legal provisions or the financing agreement.

7.2.5. By confirming an acceptance to provide financing, the Investor authorises the Portal Operator to deduct from the positive balance of the Investor’s Account or Business Account, over which it has authority, the financing 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 Investor’s bank account). If the Company withdraws from the financing agreement, the Portal Operator shall return the financing amount indicated in the acceptance (without interest) to the Investor’s Account or Business Account from which it was deducted (i.e., the respective sum can thereafter be used to make other transactions and transferred to the Investor’s bank account).

7.2.6. With the confirmation of an acceptance to provide financing, a financing agreement is concluded between the Investor and the Company. Such an agreement shall be considered as concluded from the moment when the Investor accepts the financing offer. The financing agreement shall become effective with the confirmation of an acceptance to provide financing.

7.2.7. If by the last date of submitting financing offers, financing agreements in at least the minimum requested financing amount have been concluded with the Company via the Portal, the Portal Operator shall transfer the total financing amount offered through the Portal to the Company’s bank account. The Portal Operator shall automatically debit both parties’ User Accounts or Business Accounts in the extent of the sum payable to the Portal Operator for the execution of this transaction.

7.2.8. The Company has the unilateral right to withdraw from the financing agreement, if by the last date of submitting financing offers, financing agreements in at least the minimum requested financing amount have not been concluded with the Company via the Portal. In such case the Portal Operator shall automatically refund the Investor the funds debited from their Account or Business Account.

7.3. Requesting Financing:

7.3.1. If not stated otherwise in the Terms of Service or in the financing agreement, any expenses, fees and/or costs related to the conclusion of financing agreements will be paid to the Portal Operator from the financing amount immediately before the transfer of the financing amount to the Company’s bank account. The Portal Operator may withhold any applicable expenses, fees and/or costs from the financing amount by transferring the financing amount to the Company only in the amount it exceeds these. Any additional fees shall be paid to the Portal Operator as stated in the financing agreement.

7.3.2. If according to the law, the relevant expense, fee and/or cost is taxed with value added tax (VAT) or other similar tax, the relevant tax is added to the expense, fee and/or cost and is payable to the Portal Operator by the User.

7.3.3. The Company must pay the expenses, fees and costs in euros in full and 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 the Terms of Service or the financing agreement.

7.3.4. 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 Service, 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.

7.3.5. The Portal Operator may, at its own discretion, unilaterally waive any fees to be paid to the Portal Operator based on the Terms of Service and/or financing agreements or decrease the amount of the relevant fees.

8. Auto Invest functionality

8.1. Auto Invest is an automated tool that enables Users to easily and quickly create an investment portfolio via the Portal. The Auto Invest function dramatically reduces the time it takes Users to make declarations of intent to enter into various financing agreements, including lending funds as well as buying claim rights arising from invoices (invoice financing).

8.2. By starting to use Auto Invest, the User grants the Portal Operator the right to conclude financing agreements on their behalf via the Auto Invest function pursuant to parameters the User has chosen in their investment strategy. When Auto Invest makes an investment, a financing agreement will be concluded by Auto Invest on behalf of the User. This agreement will be visible in the Account under documents. Auto Invest will act according to the parameters chosen by the User (‘the investment strategy’) via their Account. Depending on the project, the Portal Operator may restrict the use of some parameters.

8.3. After creating an investment strategy via Auto Invest, the User will only need to ensure that there are sufficient funds on their Account or related Business Account and Auto Invest will take care of investing. Auto Invest will only make investments in the amount of funds available. If there are no funds to invest, Auto Invest will not make any investment orders.

8.4. Investment strategies created via Auto Invest apply to the Account or related Business Account in relation to which they are created.

 9. How to start using Auto Invest? 

9.1. The User must log on to their Account and go to the 'Auto Invest' section of the Portal. In the 'Auto Invest' section, you will have the opportunity to create automated investment strategies, as well as view the list of created strategies and information about invested funds.

9.2. To create new investment strategies, click on 'Create new investment strategy’. To activate any investment strategies, you will need to confirm that you have read, and that you understand and accept the consequences that the use of Auto Invest may entail.

10. How to create investment strategies in Auto Invest?

10.1. The User who wishes to use Auto Invest will choose, at their own discretion, the parameters according to which they would like to enter into financing agreements. The User will confirm the choice of the parameters pursuant to the procedure provided for in clause 10.3 below. The Portal Operator will have the right, inter alia, to establish a minimum permitted investment amount when using Auto Invest, in which case it is not possible to invest a smaller amount.

10.2. In order to enter into financing agreements via Auto Invest, the User must hold sufficient funds in their Account that allow the entry into financing agreements pursuant to the parameters chosen by the User.

10.3. Auto Invest lets the User define specific parameters, according to which investments are made. These parameters include:

10.3.1. the name of the investment strategy;

10.3.2. start and end dates for the strategy (optional – strategies can also be without term);

10.3.3. total amount available for automated investing:

10.3.4. the maximum amount that may be invested per financing request (project) via Auto Invest:

10.3.5. country of origin for projects to be invested in:

10.3.6. expected interest rate, under which the User is ready to invest funds (this is completed by dragging a slider - range 0% to 25%, step 0.1);

10.3.7. acceptable investment term (in months) (this is completed by dragging a slider - range 1 to 24 months, step 1 month);

10.3.8. investment type (loan / invoice financing / both)

10.4. The User can create an unlimited number of investment strategies per Account, each with different parameters. The User can change the priority of the investment strategies. Within a single strategy, the Auto Invest function will allow automated investment of funds only once per project.

10.5. After the User has defined all non-optional parameters of the investment strategy and saved the strategy by clicking ‘Save’, the strategy can be activated.

10.6. All investment strategies created by the User will be displayed in the form of a list in the ‘Auto Invest’ section of the Portal. The following options will be available to the User in the list of strategies:

10.6.1. creating new strategies;

10.6.2. activating/deactivating strategies.

10.7. After the User has activated a strategy, i.e. after the Portal has received a declaration of intent from the User to invest funds via Auto Invest, the Auto Invest function of the Portal will dispose of the funds in the User’s Account in the amount set via Auto Invest in accordance with the procedure described in the Terms of Service.

10.8. All activated investment strategies will take effect 24 hours after activation. When a new project is added to the Portal, the opportunity for automated investment into the project will become available 24 hours after the project becomes active.

10.9. When a new project is added to the Portal, Auto Invest will generate a list of investment strategies created by Users that will be applicable to that project. The list will take into account their User status as well as the total amount of funds they have available for automated investing. Based on the list, Auto Invest will determine who will be able to invest in the project and to what extent.

10.10. Auto Invest will use the following order of priority when generating the list:

a) the highest priority will be assigned to investment strategies created by Users with ‘Premier User’ status;

b) the rest of the investment strategies will be prioritised based on the total balance of funds available on their respective Accounts, starting from the largest amount and ending with the smallest;

c) if two Users have equal balances of funds on their Accounts, priority will be given to the User, who has registered in the Portal earlier (e.g., a user, who has registered in the Portal on 01st January 2019 will be given priority over a user, who has registered in the Portal on 01st January 2020);

d) priority of projects to invest in (if all other parameters are equal) will be established on the basis of which project has opened for investing earlier (e.g., a project, which has opened on 01st September 2020, will be given priority over a project, which was opened on 15th September 2020).

10.11. The User can, via their Account and at any time, obtain an overview of the financing agreements entered into via Auto Invest and the related disposal of the funds in their Account. The following data will be presented to the User: the date of the investment, the project in which the investment was made, the investment amount and the financing agreement.

10.12. The User can, via their Account and at any time, view data on completed investment strategies. 

11. How to disable, delete or edit investment strategies in Auto Invest?

11.1. Users may, at any time, turn on, temporarily suspend, turn off or change the parameters of the investment strategies they have created in Auto Invest. Any changes made to investment strategies will only be applicable to future investments.

11.2. To disable, delete or edit investment strategies, log on to your Account and in the 'Auto Invest' section of the Portal, click on one of the following choices:

11.2.1. ‘Disable strategy’ – by disabling a strategy no new investments shall be made under such strategy, but disabling a strategy will not affect investments which have already been made; a strategy that has been disabled can be edited at any time by clicking on ‘Edit strategy parameters’ and reactivated by clicking on 'Activate strategy'.

11.2.2. ‘Delete strategy’ - it is possible to delete only those strategies for which there are no currently active automated investments. If there is at least 1 currently active automated investment for a strategy, the strategy cannot be deleted.

11.2.3. ‘Edit strategy parameters’ – this option will be available only for strategies that have not been activated and for which there are no currently active automated investments. In all other cases, it will not be possible to edit the parameters of a strategy.

11.3. In addition to manually disabling investment strategies, they can also be disabled automatically by the Auto Invest function in case a) the total amount available for automated investing is less than the minimum investment amount per project permitted by Auto Invest; or b) the end date for the strategy passes and the strategy expires.

12. Auto Invest Disclaimers

12.1. The provision of the opportunity to use Auto Invest via the Portal will not in any way constitute any counselling of the Users or provision of advice to the Users in any form by the Portal or the Portal Operator in respect of the financing requests published and the financing agreements concluded via the Portal. The Portal Operator will not be liable for any loss that the User has incurred or may incur upon using the Portal or the services offered by it, including when using Auto Invest.

12.2. The Portal Operator will have the right to stop or cease offering a function that allows Auto Invest at any time at Portal Operator’s own discretion. The Portal Operator may also selectively restrict the use of the function that allows Auto Invest, for example by disabling this function for Users from specific countries.

13. Secondary Market Functionality

13.1. The Secondary Market is a Portal functionality that allows a User to fully or partially sell (assign) their Claims to other Users, by concluding an assignment agreement via the Portal.

13.2. The sale of Claims is only permitted through the Portal. Shares or any other rights arising from or created in connection with the financing agreements concluded via the Portal that do not fall under the definition of Claims specified in Section 2 cannot be sold on the Secondary Market. Claims cannot be sold to the Company, which owes the underlying Claim.

13.3. The Portal Operator may stop or temporarily cease offering the Secondary Market functionality at any time at its own discretion. The Portal Operator may also selectively restrict the use of the Secondary Market functionality without prior notice.

13.4. The minimum Claim amount that can be sold on the Secondary Market is EUR 1.00.

13.5. A User who wishes to sell a Claim, shall make an offer to conclude an assignment agreement via their Account. This can be done by choosing an outstanding Claim and specifying the offered price for acquiring the Claim, which may be lower or higher than the principal amount of the Claim to be assigned.

13.6. The User may revoke the offer to sell a Claim at any time prior to the conclusion of the assignment agreement.

13.7. Unless the offer to sell a Claim is revoked or changed by the User, who made the offer, earlier, it shall be in force for up to 15 calendar days after publishing the offer via the Portal, during which time Users can accept the offer. In case no User has accepted the offer during this time, the offer shall be automatically cancelled.

13.8. The Claim shall be deemed to be assigned and the full title to the Claim and all related risks shall pass on to the Assignee from the moment the price for acquiring the Claim is fully paid in accordance with the procedure described in clause 13.12 below.

13.9. Before the User accepts the offer, the Portal Operator shall provide the User with an opportunity to examine the terms and conditions of the financing agreement to an extent necessary for accepting the offer.

13.10. By accepting the offer and entering into the assignment agreement, the Assignee declares their intent to be legally bound by the financing agreement, from which the Claim arises. This declaration of intent is irrevocable and cannot be withdrawn, unless otherwise stipulated by law.

13.11. A User may accept an offer to conclude an assignment agreement only if the User has sufficient funds available on their Account at least in an amount equal to the price for acquiring the Claim and any applicable commission fee payable to the Portal Operator.

13.12. After a User has accepted an offer to buy a Claim, the Portal Operator shall debit the Assignee’s Account or Business Account, over which the Assignee has authority, in the amount equal to the price for acquiring the Claim plus any applicable commission fee payable by the Assignee to the Portal Operator and credit the Assignor’s Account or Business Account, over which the Assignor has authority, in an amount equal to the price for acquiring the Claim less any applicable commission fee payable by the Assignor to the Portal Operator.

13.13. The Portal Operator shall have the right to charge a commission fee for the assignment of the Claim from both the Assignor and the Assignee. Any applicable commission fee payable by the Assignor will be indicated in the overview shown to the Assignor via the Portal, when making the offer to sell a Claim. Any applicable commission fee payable by the Assignee will be indicated in the overview shown to the Assignee via the Portal, when accepting the offer to buy a Claim.

13.14. The Portal Operator shall inform the Company of the assignment of a Claim against it via the Portal in accordance with the procedure described in Section 20 below.

13.5. In matters not regulated in this Section 13 or in the assignment agreement concluded between the Assignor and the Assignee, the relevant provisions of these Terms of Service and the financing agreement from which the assigned Claim derives, shall apply, including payment defaults, enforcement of security, authorisations of the Portal Operator, procedure of solving disputes, etc.

14. General Rights and Obligations of the User

14.1. In addition to other obligations set forth in the Terms of Service, a User is obliged:

14.1.1. not to use the Portal for illegal transactions or activities, including fraud, money laundering, terrorist financing or other similar activities;

14.1.2. 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;

14.1.3. 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;

14.1.4. to safeguard the data and devices necessary for logging in to their User Account, 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 the User’s Account, any and all provisions arising from the Terms of Service apply;

14.1.5. to inform the Portal Operator immediately about the risk of unauthorised use of the Account or related Business Accounts that may occur;

14.1.6. to inform the Portal Operator immediately of any changes in the data submitted upon opening the Account or related Business Accounts.

14.2. In addition to other rights set forth in the Terms of Service, a registered User shall have the right to:

14.2.1. enter the Portal by using logging in functionality, which is secured by the necessary measures determined at the Portal Operator’s discretion;

14.2.2. use the functionalities of the Portal, if the User complies with the requirements established for using the specific functionality;

14.2.3. review the User data saved by the Portal Operator, amend such data and request the Portal Operator to cease processing;

14.2.4. with prior consent of the Portal Operator, authorise a User’s representative to use the User’s Account or related Business Account and register him/her as the authorised User of the Account or related Business Account;

14.2.5. 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.

15. Processing of User Data

15.1. The processing of information, including personal data, conducted in connection with using the Portal is regulated by the Privacy Policy established by the Portal Operator and available via the Portal (https://tfgcrowd.com/legal-info/privacy-policy).

16. Intellectual Property

16.1. 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. Users shall not be allowed to copy, 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.

16.2. 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.

16.3. The Users, after obtaining a written permission from the Portal Operator, 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. Users shall be fully responsible for the materials they publish in the Portal.

16.4. 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.

17. Liability

17.1. 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.

17.2. 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 a User discovers incorrectness of information contained in the Portal, they shall be obliged to inform the Portal Operator as soon as possible.

17.3. The Portal Operator is not liable to other Users or third parties if a User violates an obligation (including payment obligations) set forth in the Terms of Service, any other agreement concluded with the Portal Operator, legal act or any agreement concluded between Users (including financing agreements).

17.4. 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.

17.5. 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 Account, related Business Accounts or the Portal).

17.6. The Portal Operator is not liable for temporary interruption in the access to the Portal or its functionality.

17.7. 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.

18. Duration of Use of the Portal and Termination of Use

18.1. Accounts in the Portal are opened without term. If a User has no valid financing agreements concluded via the Portal and they no longer wish to use the Portal, they can close the respective Account together with any related Business Account(s) and terminate the agreement concluded with the Portal Operator without advance notice.

18.2. The Portal Operator has the right to limit or cancel a User’s right to use the Portal and close an Account and/or related Business Account(s), as well as to terminate an agreement concluded with a User at any time without advance notice if it appears that:

18.2.1. the User violates or has violated the Terms of Service or any other obligations;

18.2.2. the User does not accept the new Terms of Service upon first logging in to the Portal after the new Terms of Service have been made available in the Portal;

18.2.3. the User has submitted to the Portal Operator or other Users data and/or information that is incorrect, misleading and/or inaccurate;

18.2.4. upon using the Portal, the User has behaved in bad faith, without dignity, illegally or in contradiction with the moral standards recognised in the society;

18.2.5. 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 Account and related Business Accounts could be used by an unauthorised person.

18.3. The Portal Operator shall have the right to close the Portal and terminate its operations.

18.4. Upon closing the Portal or if the User can no longer use the Portal:

18.4.1. the transactions made via the Portal will remain in force under the terms and conditions set forth therein, and

18.4.2. 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

18.4.3. the Portal Operator shall pay the positive balance registered in the Account or related Business Account (as of the moment of expiry of the right to use the Portal), after deducting the sums payable to the Portal Operator, to the bank account of the User within 10 (ten) working days from the expiry of the right to use the Portal.

19. Dormant Accounts

19.1. Any Account or related Business Account with a positive balance, which is not invested for longer than 90 (ninety) calendar days will be deemed a dormant account.

19.2. To ensure the platform is used for its intended purposes, "My First Strategy" within Auto-Invest section will be automatically activated for any dormant accounts and all funds will be invested accordingly.

20. Sending Notices

20.1. 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 Business Accounts related to the respective Account.

21. Other Conditions

21.1. 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.

21.2. 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.

21.3. If settling of disagreements through negotiations is impossible, the dispute shall be settled in Harju County Court.

 

Last Updated: 09/04/2021