Terms Of Use
Triple Dragon Funding S.a.r.l.
Private and Confidential
TRIPLE DRAGON FUNDING S.A.R.L.
TERMS OF USE
Effective from: 18th December 2025
These are TD Funding’s Terms of Use for the User Profile applicable to the Services, as defined below. Please read them carefully. If You do not agree with any part of the Terms of Use, You must not use the Platform or the Services.
1. DEFINITIONS
The following capitalised terms have the following meanings in the Terms of Use:
1.1. Affiliate – in relation to any person, a person that is: (i) any subsidiary undertaking or parent undertaking of that person and any subsidiary undertaking of any such parent undertaking; or (ii) a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control or ownership with, the person specified.
1.2. Assignee – a User who has purchased the Claim from the Assignor in accordance with the Assignment Agreement.
1.3. Assignment Agreement – an electronic assignment agreement entered into between the Assignor and the Assignee according to which the Assignor assigns and transfers the Claim to the Assignee.
1.4. Assignor – the Lender or the Originator who assigns and transfers the Claim to the Assignee in accordance with the Assignment Agreement.
1.5. Bank Account – a bank account or payment account opened with a credit institution (bank), payment institution, or electronic money institution, which is subject to the provisions of the applicable laws and regulations concerning the prevention of money laundering and terrorism financing in its country of operation and the laws and regulations of the EU.
1.6. Borrower – a person who has entered into the Loan Agreement with the Lender and has received the Loan from the Lender.
1.7. Borrower Repayment – the payment to be made by the Borrower in accordance with the Loan Agreement, including the repayment of the principal amount of the Loan, the payment of the Loan Interest, and the late payment fee (if applicable).
1.8. Business Day – any day other than Saturday, Sunday, and public or bank holiday in the Grand-Duchy of Luxembourg.
1.9. Claim – the right to claim the repayment for whole or part of the Loan and (if and to the extent applicable) payment of the Interest from the Borrower under the Loan Agreement, as indicated in and assigned and transferred under the Assignment Agreement.
1.10. Claim Price – a remuneration the Assignee pays to the Assignor for assigning and transferring the Claim in accordance with the Assignment Agreement.
1.11. Claim Servicing – a set of activities carried out by TD Funding in relation to managing the Platform and other actions described on/in the Platform, the Terms of Use, and the Assignment Agreement.
1.12. Collateral –a collateral provided by a Borrower or a third person as a security to the Lender with respect to the Loan Agreement, including, without limitation, a mortgage on a real estate, pledge on a movable property, third person guarantee.
1.13. Compound Accrual – Means the payment of Interest in respect of a Claim, at the rate and terms as specified in the relevant Assignment Agreement, whereby Interest is added to the principal amount of the Claim (and not credited to the Investor’s User Profile balance) on a daily basis and whereby the Investor receives Interest on a compounding basis (including Interest on the part of the Claim that represents Interest that was added to the principal amount of the Claim).
1.14. Cookie Policy –the cookie policy of TD Funding that is available on the Platform, as amended or supplemented from time to time.
1.15. Customer Support Service – TD Funding’s customer support service.
1.16. Daily Payment – Means the payment of Interest in respect of a Claim, at the rate and terms as specified in the relevant Assignment Agreement, whereby Interest is credited to the Investor’s User Profile balance on a daily basis.
1.17. Early Repayment Request – a request made by an Investor in accordance with section 11 of the relevant Assignment Agreement.
1.18. EEA – the European Economic Area.
1.19. Email Account – an email account associated with the User Profile, as agreed with TD Funding from time to time, in accordance with any processes identified by TD Funding.
1.20. TD Funding –Our (TD Funding) brand name.
1.21. TD Funding Account – a Bank Account opened for TD Funding, as specified on the Platform page ‘Top-up & withdraw’.
1.22. TD Funding, We, Us, or Our – Triple Dragon Funding S.a.r.l., a legal entity incorporated under the laws of the Grand-Duchy of Luxembourg, registered with the registration number: B301533, with its registered address at: 62, avenue de la Liberte, Luxembourg L-1930, Luxembourg.
1.23. EU – the European Union.
1.24. Force Majeure Event – (i) any fire, strike, riot, civil unrest, terrorist act, war or industrial action; (ii) any natural disaster such as floods, tornadoes, earthquakes and hurricanes; (iii) any epidemic, pandemic or public health emergency of national or international concern; (iv) any act, law or regulation made by a government, supra national body or authority that We believe stops Us from providing the Services or manage and operate the Platform; (v) the suspension or closure of any TD Funding’s Affiliate; (vi) the nationalisation of TD Funding; (vii) the imposition of limits or unusual terms by a government on any Claim offered on the Platform; (viii) technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures; (ix) the failure of any service provider, credit institution (bank), payment institution, or electronic money institution, and other service providers, suppliers, agents, the Lenders, or regulatory organisation to perform its obligations to TD Funding; (x) any labour or trade disputes, strikes, industrial actions or lockouts (other than in each case by TD Funding or TD Funding’s Affiliates); and/or (xi) an event which significantly disrupts the operation of the Platform or the provision of the Services.
1.25. Interest – an interest that is specified in the Assignment Agreement and that the Borrower is required to pay for the use of the Loan or its part in accordance with the Loan Agreement and the Assignment Agreement, with the understanding that the Assignee’s entitlement to receive interest is not linked to Interest payments under the Loan Agreement but governed solely by the Assignment Agreement.
1.26. Lender – a lender under the Loan Agreement as defined in the Assignment Agreement.
1.27. Loan – a principal amount of the outstanding loan disbursed by the Lender to the Borrower in accordance with the Loan Agreement.
1.28. Loan Agreement – a loan agreement entered into between a Borrower and the Lender, including its amendments, appendices, and supplemental agreements.
1.29. Loan Interest – the interest that the Borrower is required to pay for the use of the Loan in accordance with the Loan Agreement.
1.30. Loan Repayment – the repayment actually received from the Borrower in accordance with the Loan Agreement, comprised entirely of the repayment of the principal amount of the Loan, the Loan Interest, and the late payment fee (if applicable) and other payments in accordance with the Loan Agreement.
1.31. Login Details – Email Account address, password, and, if enabled by the User, authentication data provided by the Two Factor Authentication, as required.
1.32. Originator- a legal entity, including but not limited to TD Funding 2025, a company incorporated under the laws of England and Wales, having its registered office address at 71-75 Shelton Street, London WC2H 9JQ,United Kingdom and registered under company number 16745939 , that has acquired a Loan from the original Lender or has granted a Loan to the relevant Borrower.
1.33. Platform – sites created and serviced by TD Funding, merged under the domain name: www.tdfunding.eu .
1.34. Privacy Policy – the privacy policy of TD Funding that is available on the Platform, as amended or supplemented from time to time.
1.35. Prohibited Country – the following countries and such other locations as designated by TD Funding from time to time, including, without limitation, Afghanistan, Cameroon, Canada, Central African Republic, Congo, Crimea region and any non-government controlled areas of Ukraine, Cuba, Democratic People’s Republic of North Korea (DPRK), Democratic Republic of the Congo, Gaza Strip, Haiti, Iran, Iraq, Libya, Mali, Mozambique, Myanmar, Nigeria, Russian Federation, Somalia, South Sudan, Sudan, Syria, United States of America, Venezuela, West Bank, Yemen.
1.36. Registration Application – the application completed by any person on the Platform for identity verification and due diligence checks, and other purposes as regards the person registering as the User on the Platform and creating the User Profile.
1.37. Repayment – whole or part of the payment or repayment due to the Assignee under the Assignment Agreement.
1.38. Restricted Person – a person who (i) is included in any trade embargoes or economic sanctions, terrorist or corrupt foreign officials list prepared in line with the Sanctions or (ii) resides, is established, or has operations in a Prohibited Country.
1.39. Sanctions – political and economic decisions implemented as part of diplomatic efforts by the United Kingdom, the EU, the United States of America (OFAC), and the United Nations (UN) and that target states, organizations, persons, or individuals to protect national security interests, uphold international law, and defend against threats to international peace and security.
1.40. Services – innovative services provided by TD Funding on or through the Platform or otherwise upon demand by a User, including activities required for operations with a User Profile, identity verification and due diligence checks, facilitating the purchase of the Claims on the Platform, the Claim Servicing, and other activities as described in the Terms of Use.
1.41. Summary – a summary automatically generated on the Platform regarding a Claim and its Claim Price, as selected and specified for purchase by a User.
1.42. Terms of Use – these terms of use, together with any other documents expressly incorporated by reference in each case as or supplemented from time to time.
1.43. Two Factor Authentication – a User identification and transactions authorisation method, which depending on the Platform functionality and service type, allows the User to use a compatible mobile device for receiving codes via text messages (SMS) or other functionality, to enable the User to log in into the User Profile, and to authorise its activities on the Platform.
1.44. User – a person who meets all the eligibility requirements set in the Terms of Use and that opens and holds a User Profile, thereby agreeing to the Terms of Use.
1.45. User Bank Account – a Bank Account opened for the User and linked with the User Profile on the Platform.
1.46. User ID – a personalised number of the User on the Platform used by TD Funding to identify the User and specified in the User Profile on the Platform.
1.47. User Profile – a User’s personal site on the Platform opened and held in the User’s name and maintained by TD Funding.
1.48. Verification Website – the third person identification and identification document verification service provider used by TD Funding.
1.49. You, Your, or Yourself – you, the User, that opens and holds a User Profile, thereby agreeing to the Terms of Use.
2. INTERPRETATION
2.1. Unless a contrary indication appears, a reference in the Terms of Use to:
2.1.1 one gender includes a reference to the other genders; and
2.1.2. words in the singular include the plural, and in the plural, include the singular.
2.2. A reference to a ‘regulation’ includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental, or supranational body, agency, department or of any regulatory, self-regulatory, or other authority or organisation.
2.3. A reference to a particular law is a reference to it, as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force, made under it.
2.4. A reference to a time of day is a reference to Central European Time.
2.5. A reference to TD Funding, a User, the Assignee, the Assignor, the Lender, the Borrower, or any other person includes their respective successors in title, permitted assigns, and permitted transferees.
2.6. A ‘person’ includes any individual and legal entity, whether it is a firm, company, corporation, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality), and a government, state or agency of a state or any association.
2.7. Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase, or term preceding those terms.
2.8. A reference to the term ‘in writing’ means communication between TD Funding and a User in paper form or by using any durable medium, which enables the User to store information addressed personally to the User in a way accessible for future reference.
2.9. If the representation of the numbers in words in the text of the Terms of Use differs from the representation in numbers, the representation of the numbers in words shall prevail.
2.10. References to sections or paragraphs are to the sections or paragraphs of the Terms of Use.
2.10. The headings in the Terms of Use are inserted for convenience only and will not affect the interpretation of the Terms of Use.
3. SCOPE
3.1. The Terms of Use are a legally binding agreement between You and Us regarding Your access to and use of the Platform and any use by You of the Platform and the Services. By registering for a User Profile and accessing the Platform or the Services, You agree to the Terms of Use.
3.2. The Terms of Use, together with the Cookie Policy, the Privacy Policy, and any other terms and conditions mentioned in it, constitute and create a legally binding agreement between You and Us as a legal basis for opening, using, and maintaining Your User Profile and using, rendering, and receiving Our Services.
3.3. The Terms of Use are effective and form a legally binding agreement once You have agreed to them by ticking the ‘I have read, understand, and agree to the Terms of Use and Privacy Policy’ check box on the Platform, as required on the Platform. You confirm that You accept and agree that any use of the Services and the Platform by You constitutes Your acceptance of the Terms of Use. You confirm that You are acting on Your own behalf and not for any other person. Your consent and agreement to the Terms of Use is a condition precedent for opening, using, and maintaining Your User Profile. If You do not agree to these Terms of Use, please stop using the Platform and the Services immediately. In case of any questions regarding the provisions of the Terms of Use, please contact Our Customer Support Service.
4. REGISTRATION
4.1. To begin using Our Services, You must open a User Profile in line with the instructions We give You during the registration process on the Platform. As part of Your application, You must:
4.1.1. agree to the Terms of Use and the following policies incorporated into and forming part of the Terms of Use: the Cookie Policy and the Privacy Policy;
4.1.2. fill out the Registration Application as described on the Platform; and
4.1.3. have the legal capacity and unrestricted rights to agree to the Terms of Use.
4.2. After the receipt of Your request to open a User Profile We will create Your User Profile, and assign to You a User ID.
5. ELIGIBILITY
5.1. To use Our Services:
5.1.1. You must open a User Profile in line with the instructions We give You during the registration process on the Platform;
5.1.2. You must give all the information that We ask for during the registration process on the Platform;
5.1.3. If You are an individual, You must be at least 18 years old and of the age of majority in Your country of residence and should not be declared to have a limited legal capacity due to disorders of mental nature. By opening a User Profile, You declare that You comply with these rules. We may require You at any time to give evidence of Your age;
5.1.4. You must have taken all necessary actions and have all requisite power and authority to enter into and perform the Terms of Use;
5.1.5. if You act as an authorized representative, employee, or agent of a legal entity, and enter into the Terms of Use on its behalf, You must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into the Terms of Use;
5.1.6. You must maintain an effective address in Your country of residence, phone number, and Email Account that belongs to You and all of which You are permitted to use for receiving the Services;
5.1.7. You must not have violated the Terms of Use, have had access limited or suspended to a User Profile, or have had a User Profile closed by Us in the past;
5.1.8. You must not currently have an existing User Profile;
5.1.9. You must not be part of an insolvency, bankruptcy, liquidation, administration procedure, or any similar procedure or proceedings in any jurisdiction (if applicable);
5.1.10. You must not be under the influence of alcoholic, narcotic, psychotropic, or other intoxicating substances when registering on the Platform and while using the Platform and Our Services;
5.1.11. You must not use funds that directly or indirectly have been received as the result of a criminal offence, circumvention or breach of the Sanctions, or are related to the financing of terrorism or an attempt of such activities;
5.1.12. You must have a Bank Account and have full authority to use any funds in the respective Bank Account;
5.1.13. You must be the beneficiary of the activities and transactions conducted on the Platform by You, and You must enter into transactions only on behalf of Yourself and for the benefit of Yourself;
5.1.14. You must not use the Platform and/or Our Services for committing any illegal or malicious actions, performing unlawful and inappropriate activities, and/or carrying out illegal transactions, including fraud, money laundering, terrorist financing, breach, or circumvention of the Sanctions;
5.1.15. You must not have been convicted of any financial or financial-related crime, including, without limitation, illegal or malicious actions, performing unlawful and inappropriate activities, and/or carrying out illegal transactions, including fraud, money laundering, terrorist financing, breach, or circumvention of the Sanctions; and
5.1.16. You must not be located, incorporated, otherwise established in, or resident or tax resident of, or have business operations in a Prohibited Country or in any other jurisdiction where it would be illegal under the law or regulation applicable to You to access the Platform or use and receive the Services, or cause Us or any third person to contravene any law and regulation applicable to You or Us.
5.2. All information that You provide during the registration process on the Platform or at any later time must be true, accurate, complete, and up-to-date. We are not liable for loss arising out of Your failure to do so. You undertake not to provide false, inaccurate, incomplete, out-dated, or misleading information. You undertake promptly, but no later than within 2 (two) Business Days, to notify Us in writing and update Your User Profile details if (i) Your Email Account address, phone number, full name, address of residence, citizenship, tax residence, tax identification number, source of funds, a Bank Account, or any other information provided in the Registration Application or submitted to Us in free form or as a document, and any other Bank Account information (for a User who is an individual) or (ii) Your Email Account address, phone number, legal entity’s name, registration number, registration address, tax residence, tax identification number, representatives, beneficial owners, information on any other related person, license information, source of funds, a Bank Account, or any other information provided in the Registration Application or submitted to Us in free form or as a document (for example, legal documentation of a legal entity), and any other User Bank Account information (for a User who is a legal entity) changes. Not keeping all of Your details true, accurate, complete, and up-to-date could affect Your eligibility for Your User Profile or Our ability to provide the Services to You. We may at any time ask You to confirm the accuracy of the information that You provide to Us or to let Us have documents or other evidence verifying information. You represent and warrant to Us that You comply with all conditions set forth in this Section 5 (Eligibility).
5.4. You may only open a User Profile and use Our Services if it is legal to do so in Your country of residence. By opening a User Profile, You represent and warrant to Us that You are not a Restricted Person, You are not located, incorporated, otherwise established in, or resident or tax resident of, or have business operations in a Prohibited Country or in any other jurisdiction where it would be illegal under the law or regulation applicable to You to access the Platform or use and receive the Services, or cause Us or any third person to contravene any law and regulation applicable to You or Us, You do not intend to use Our Services for the purpose of money laundering, terrorist financing, circumvention or breach of the Sanctions, or commit any other crime defined in Your country of residence or Our registration country, and Your opening and using a User Profile and Our Services do not violate any law and regulation applicable to You in Your country of residence. You will indemnify Us against losses We incur in connection with a breach of this requirement.
6. USER IDENTIFICATION AND DUE DILIGENCE
6.1. We will carry out due diligence on You, which may include, but is not limited to, submitting the information and documents regarding identity verification and due diligence checks of You to Us by using a special interface on the Platform or otherwise as may be requested by Us in writing. Additionally, We will gather information on the source of funds You send to Us and will require You to submit any other information or documentation during the performance of Our identity verification and due diligence checks to verify You are not directly or indirectly involved in any money laundering, terrorist financing, circumvention or breach of the Sanctions, or any other crime committing schemes. We will or might require You to submit, including, without limitation:
6.1.1. the following information and documentation for individuals:
6.1.1.1. Your Email Account address and phone number;
6.1.1.2. Your full name;
6.1.1.3. Your address of residence;
6.1.1.4. Your citizenship and/or country of birth;
6.1.1.5. Your tax residence and tax identification number;
6.1.1.6. Your Bank Account information;
6.1.1.7. Your Bank Account or any other account statement or document that proves the source of funds;
6.1.1.8. the Registration Application filled in by You;
6.1.1.9. Your source of funds and wealth;
6.1.1.10. Your valid copy of passport or personal identification document issued in the EU, EEA member state, or in Switzerland with a clearly visible full name, personal identity number (or an equivalent identification number issued by Your country of origin), document’s number, issuing state and authority, date of issue, and photo of You;
6.1.1.11. other documentation and information We request based on needs for Our identity verification and due diligence checks; and
6.1.2. the following information and documentation for legal entities:
6.1.2.1. Your legal entity’s Email Account address and phone number;
6.1.2.2. Your legal entity’s full name;
6.1.2.3. Your legal entity’s registration address and registration number;
6.1.2.4. Your legal entity’s tax residence and tax identification number;
6.1.2.5. Your legal entity’s Bank Account information;
6.1.2.6. Your legal entity’s filled-in the Registration Application
6.1.2.7. a valid copy of Your legal entity’s legal documentation (articles of incorporation, incumbency, statutes, and other documents, in particular, a standard package based on Your country of registration);
6.1.2.8. Your legal entity’s full ownership structure;
6.1.2.9. valid copies of the legal documentation on all legal entities in the ownership structure up until the ultimate beneficial owner(s) (individuals);
6.1.2.10. additional documentation and information on the ultimate beneficial owner(s);
6.1.2.11. a Power of Attorney or other similar documentation that authorises a particular person who is performing registration and/or has access to Your User Profile;
6.1.2.12. a valid copy of passport or personal identification document issued, including, without limitation, in the EU, EEA member state, or in Switzerland/or document with a clearly visible full name, personal identity number (or an equivalent identification number issued by Your country of origin), document’s number, issuing state and authority, date of issue, and photo of authorised representative, board member/c-level executive, ultimate beneficial owners and any other related to customer persons that we see as necessary;
6.1.2.13. if applicable, any licenses and internal documentation, including, without limitation, internal policy and procedures;
6.1.2.14. Your legal entity’s Bank Account or any other account statement or document that proves the source of funds;
6.1.2.15. other documentation and information We request based on needs for Our identity verification and due diligence checks.
6.2. If a person acts as an authorized representative, employee, or agent of a legal entity, We may carry out similar investigations on the person as for the User who is an individual.
6.3. You (as a User who is an individual or as a User who is a legal entity – its authorised representative, ultimate beneficial owners, and other persons based on needs of Our identity verification and due diligence checks ) will also be required to submit a photo and video of Your face, and Your passport or personal identification document to the Verification Website. The identification of You is carried out by the Verification Website. We are entitled to determine at Our sole discretion the acceptability of the information.
6.4. You will only be able to use Our Services after You let Us have all the information and documents necessary for rendering Our Services and You pass Our identity verification and due diligence checks. These may entail a request for further information and documents under anti-money laundering and anti-terrorist financing laws and regulations and other mandatorily applicable laws and regulations and Our internal procedures. If You do not comply with the information or documentation requests, We will not active Your User Profile (for new Users) or will terminate the Terms of Use without following Section 31 (Duration and Termination).
6.5. Your User Profile will be activated only when Our identity verification and security process for You has been successfully completed by Us. If the User Profile is not activated within a deadline specified by Us in Our sole discretion, We may immediately terminate the Terms of Use without following Section 31 (Duration and Termination). We are not obliged to activate the User Profile, and We may unilaterally refuse to open the User Profile on the Platform without any explanation.
7. USER PROFILE SECURITY
7.1. Your User Profile is private to You. Only You are authorised to enter into and use Your User Profile.
7.2. When You open a User Profile, You shall choose and fill in the Email Account to be used for accessing the Platform, and a unique and strong password. We advise You not to choose a password that someone might know or easily gather about You, and that consists of a combination of at least 6 (six) symbols (letters and at least one number and one uppercase letter). To gain initial and subsequent access to a User Profile, You must enter Your Email Account address, password, and authentication data provided by the Two Factor Authentication (Login Details) (if applicable), as required, in the ‘Login’ page and press the ‘Login’ button on the Platform.
7.3. Activities with Your User Profile and at Your User Profile will be regarded as valid after Your User Profile was successfully accessed by correctly entering Your Login Details. We may assume that someone who correctly enters Your Login Details has unrestricted rights to access and use Your User Profile, including, without limitation, authorizing activities within it, including submitting a request to purchase and/or sell a Claim, withdrawing funds from Your User Profile balance, and making changes to Your User Profile. We are entitled to treat any activity by that person as valid and authorised by You.
7.4. You are solely responsible for keeping Your Login Details, credentials, information, and/or documents specific to Your User Profile confidential and in a safe and secure place at all times, and You must never disclose them to a third person. It is advisable to change the password to Your User Profile regularly, at least every 3 (three) to 6 (six) months, to reduce the risk of a security breach in relation to Your User Profile. You must never allow anyone to access Your User Profile or oversee or hear You accessing or using Your User Profile. You agree to take reasonable steps to keep Your Login Details safe and secure and to prevent fraudulent or unauthorised use of Your User Profile. We will also consider any activity and change to Your User Profile as authorised by You if only a part of the information mentioned in the Terms of Use is provided to Us. We are not responsible for losses arising out of Your failure to keep Your User Profile safe and secure or from unauthorised use of Your User Profile.
7.5. If You have any indication or suspicion that Your Login Details or other security credentials on Your User Profile are lost, stolen, misappropriated, used (or attempted to be used) without authorisation or otherwise compromised without Your authority, You are advised to change Your password immediately. You must contact Our Customer Support Service immediately on suspecting or becoming aware of the loss, theft, misappropriation, unauthorised use or attempted use of Your User Profile, Login Details or other security credentials of Your User Profile without Your authority. You should do so by contacting the Customer Support Service from Your Email Account. Any undue delay in notifying Us may result in an increase of Your losses. Once We receive a notification from You, We will suspend the functionality of Your User Profile and prevent anyone from using it. We will send You a confirmation notice to Your Email Account to the effect that functionality of Your User Profile is suspended and provide You with instructions to be followed to restore the functionality of Your User Profile. You must take all reasonable care to ensure that Your Email Account and mobile device are secure and only accessed by You, as Your Email Account and mobile device may be used to reset the password of Your User Profile, and We may use them to communicate with You about the security of Your User Profile. If someone tries to access or compromise Your Email Account notified to Us without Your authority, You should, without undue delay after becoming aware of this, contact Our Customer Support Service and let Us know Your new Email Account to be used by Us. Any undue delay in notifying Us may result in Your losses.
7.6. In order not to compromise the security of Your User Profile, You must always ensure that Your Login Details are not stored by the browser or cached or otherwise recorded. You should, at Your own expense, provide and maintain in efficient and safe operating order all hardware, software, and other facilities and any communications network (including access to a public telecommunications system) used for accessing and using Your User Profile and Our Services. In any case, You should tell Us as soon as You can if You notice that something is wrong with Our Services or the Platform, or if anything looks different. You must let Us have any information We ask for about what happened.
8. TRANSFERS TO US
8.1. You may transfer the funds to the TD Funding Account to secure the performance of the purchase of the Claims only after Your User Profile is activated by Us.
8.2. To add the funds to Your User Profile balance, You must make a transfer by following the procedure specified on the Platform page ‘Top-up & withdraw’. You will be required to connect or select Your Bank Account and specify the amount of the funds that You would like to transfer to the TD Funding Account to be added to Your User Profile balance. When making the transfer to add funds to Your User Profile balance, You shall indicate Your User’s ID in the payment details. You are solely responsible for verifying the amount of the funds to be transferred to the TD Funding Account and Your instructions given with respect to such transfer.
8.3. You undertake to make transfers to the TD Funding Account only from a Bank Account that is opened for You or if You act as an authorized representative, employee, or agent of a legal entity for the legal entity, and You are legally authorized to do so.
8.4. When transferring the funds to the TD Funding Account to be added to the User Profile balance, You undertake to comply with the following:
8.4.1. the minimum amount of the funds to be transferred is EUR 0.01 (zero euros and one cent) after the Investor has added funds to his Investor Profile amounting to at least EUR 1,000 (one thousand euro);
8.4.2. to transfer the funds of legal origin, the origin of which You can prove at any time; and
8.4.3. You will provide, at Our request, the information and documents that are or may be related to the transfer of the funds and are required to pass all identity verification and due diligence checks.
8.5. If You make a transfer of funds in any other currency than EUR, We have the right to convert the received amount of funds into EUR according to the currency exchange rate of a credit institution (bank), payment institution, or electronic money institution with which the TD Funding Account is opened. All expenses related to the conversion of funds shall be covered by You.
8.6. Transfer of the funds gained through illegal means to the TD Funding Account is illegal and prohibited. When transferring the funds to be added to Your User Profile balance, We will perform the source of the funds check using a specialized monitoring system, and, if any unusual or suspicious patterns, activity or issues will be determined, We will not make the funds available for You until the matter is resolved and We will, if suspiciousness is cleared, make funds available to You, or, if suspiciousness is not cleared or funds are determined to be of criminal or restricted origin, We may (i) send them back to Your Bank Account; or (ii) freeze the funds, report to the appropriate governmental authorities, and execute their decision to confiscate Your funds or let them go. If government authorities decide that the funds do not need to be confiscated, We reserve the right to return Your funds to Your Bank Account and/or unilaterally terminate the Terms of Use.
8.7. If You add the funds to Your User Profile balance from a Bank Account which You have not previously used and which is different from Your User Bank Account used to add the funds by You to Your User Profile balance, before the funds are added to Your User Profile balance, You should, at Our request, provide all the information and documents that are required to passing all identity verification and due diligence checks as may be requested by Us. You undertake to provide Us with all the information and documents requested by Us for it to ensure that the Bank Account is opened in the name of You.
8.8. If We receive a transfer of funds that cannot be identified, We will deem such transfer of the funds as received; however, until We will identify the recipient, the funds will not be added to the User Profile balance.
8.9. We will add funds to Your User Profile balance once We receive funds from You in accordance with the Terms of Use. Transactions may take up to three business days to be processed.
9. ADDING FUNDS TO A USER PROFILE BALANCE
9.1. We will add the funds to Your User Profile balance in the following situations:
9.1.1. upon receipt of the funds in the TD Funding Account transferred by You from Your User Bank Account, provided that the transfer has been made in accordance with the Terms of Use;
9.1.2. upon receipt of the payment from the Assignor or a third person (if applicable) in accordance with an Assignment Agreement; or
9.1.3. upon receipt of the Repayment from the Assignor or a third person (if applicable) in accordance with an Assignment Agreement.
9.2. We are not responsible for adding funds to Your User Profile balance until:
9.2.1. We receive the funds from You in accordance with the Terms of Use;
9.2.2. We receive the Repayment from the Assignor or a third person (if applicable) in accordance with an Assignment Agreement.
9.3. The funds transferred by You to Us and/or added to Your User Profile balance will be kept in the TD Funding Account, will be segregated and stored separately from Our funds, and will only be transferred in accordance with the Terms of Use and the Assignment Agreements to which You are a contracting party.
9.4. You acknowledge and agree to the following:
9.4.1. the funds transferred by You to Us and/or added to Your User Profile balance are considered to be an advance payment made for the purposes of purchasing the Claims on the Platform in accordance with the Terms of Use and the Assignment Agreements;
9.4.2. all transfers of funds by You to be added to Your User Profile balance are final and not reversible;
9.4.3. the services to the TD Funding Account are provided by third persons and are not a part of Our Services;
9.4.4. the TD Funding Account is not insured by any government agency. This means that, in the unlikely event that We are unable to satisfy Your claim against Us in relation to the funds transferred by You to Us and/or added to Your User Profile balance and held in the TD Funding Account, there is no finance, insurance and/or similar scheme to compensate You;
9.4.5. the funds transferred by You to Us, added to Your User Profile balance, and/or held in TD Funding Account are not a deposit or any other type of taking of repayable funds;
9.4.6. no interest accrues or should be paid to You by Us or a third person for the funds transferred by You to Us and/or added to Your User Profile balance and/or held in the TD Funding Account; and
9.4.7. the funds transferred by You to Us, to be added or added to Your User Profile are of legal origin, and the origin of which You can prove at any time.
9.5. By agreeing to the Terms of Use, You authorize Us to:
9.5.1 use the funds transferred by You to Us and/or added to Your User Profile balance only for the performance of the Terms of Use and the Assignment Agreement to which You are a contracting party;
9.5.2. obtain and receive the funds on Your behalf from other Users, the Assignors, and third persons in accordance with the Terms of Use and the Assignment Agreement to which You are a contracting party;
9.5.3. use the funds transferred by You to Us and/or added to Your User Profile balance within the limits of the available balance of Your User Profile for executing the purchases of the Claims on the Platform in accordance with and for other purposes specified in the Terms of Use and the Assignment Agreement; and
9.5.4. to ensure the fulfilment of Your obligations arising from the Terms of Use and/or the Assignment Agreement, to make deductions from Your User Profile balance without prior coordination or approval from You.
9.6. We may use the funds transferred to the TD Funding Account only in accordance with the Terms of Use and the Assignment Agreement.
9.7. If a legal entity with which We have opened the TD Funding Account ceases to or has notified Us that it will cease to offer to Us its services, We may, without notifying You, transfer all or part of the funds in the TD Funding Account to another Bank Account.
10. WITHDRAWING FUNDS FROM A USER PROFILE
10.1. To withdraw all or part of the funds from Your User Profile balance, You must submit a request to Us and confirm it by following the procedure specified on the Platform page ‘Top-up & withdraw’. You will be required to specify the amount of the funds that You would like to be withdrawn from Your User Profile balance to Your User Bank Account. You are solely responsible for verifying the amount of the funds to be withdrawn to Your User Bank Account and Your instructions given with respect to such transfer. You may withdraw the funds from Your User Profile only if Your User Profile balance is positive at the moment of submitting the withdrawal request to Us.
10.2. We will begin processing Your withdrawal request immediately, and We will take reasonable steps to ensure that You receive the funds to Your User Bank Account, which You used to add funds to Your User Profile balance, within 2 (two) Business Days of receipt by Us of Your withdrawal request. However, We are not liable for delays in withdrawing the funds from Your User Profile balance caused by a third person, such as the service provider of the TD Funding Account or Your User Bank Account, due to Your fault, Force Majeure Event, or any other reasons out of Our control. Additionally, delays may be cased if Our monitoring system has triggered an investigation on Your activity or Your User Bank Account.
10.3. When withdrawing funds from Your User Profile balance, You undertake to comply with the following:
10.3.1. the minimum amount of the funds to be withdrawn is EUR 10.00 ( ten euro);
10.3.2. the transfer of the funds to Your User Bank Account will be made in EUR, depending on the denomination currency of Your Bank Account; and
10.3.3. You will provide, at Our request, the information and documents related to the transfer of the funds and are required to pass all identity verification and due diligence checks as may be requested by Us.
10.4. If You wish to receive the withdrawal of the funds from Your User Profile balance to a Bank Account which You have not previously added to Your User Profile as Your User Bank Account and which is different from Your User Bank Account used to add the funds by You to Your User Profile balance, before the funds are withdrawn from Your User Profile balance, You should, at Our request, provide all the information and documents that are required to passing all identity verification and due diligence checks as may be requested by Us. You undertake to provide Us with all the information and documents requested by Us for it to ensure that the Bank Account is opened in the name of You.
10.5. If You wish to receive the withdrawal of the funds from Your User Profile balance to a Bank Account which You have not previously added to Your User Profile as Your User Bank Account and which is different from Your User Bank Account used to add the funds by You to Your User Profile balance and its denomination currency is other than EUR, We have the right to convert the amount of the funds to be withdrawn from EUR according to the currency exchange rate of a credit institution (bank), payment institution, or electronic money institution with which the TD Funding Account is opened. All expenses related to the conversion of funds shall be covered by You.
10.6. We will withdraw the funds from Your User Profile balance in the following situations:
10.6.1. after We have processed Your withdrawal request and have transferred the funds to You to Your User Bank Account in accordance with the Terms of Use;
10.6.2. upon receipt of Your request to purchase a Claim in accordance with the Terms of Use and an Assignment Agreement;
10.6.3. if We close Your User Profile in accordance with the Terms of Use;
10.6.4. if We exercise Our rights reserved under Sections 20.3, 0, or 0, to a third-person to whom We transfer the Services and the Services and the management of the Claim by Us;
10.6.5. if the funds have been added to Your User Bank Account balance by mistake, malfunction, technical or other problems in the Platform.
11. USER PROFILE AND SERVICES
11.1. Subject to the Terms of Use, You may through the Platform:
11.1.1. review descriptions of loans in respect of which Claims are listed on the Platform and which may be purchased in accordance with the relevant Assignment Agreement and subject to the process outlined below;
11.1.2. submit a request to receive more information about a Claim and to receive an offer to purchase a Claim;
11.1.3. accept or reject an offer made as per section 11.1.2 above;
11.1.4. submit an Early Repayment Request in respect of a Claim purchased by You.
11.2. The terms and conditions for each Claim, including, without limitation, information about the Lender or Originator, the Claim Price, the Interest, and certain other contractual terms of each Claim, can be reviewed on the Platform and are specified in the relevant Assignment Agreement.
11.3. You may purchase a Claim on the Platform by individually selecting a Claim to be purchased by You by submitting a request to receive an offer to purchase a Claim on the Platform and by subsequently reviewing the terms of such offer and either accepting or declining such offer. We will process and execute any request on Your User Profile which is authorised, initiated, and consented to by You in accordance with the procedure set forth on the Platform and in the Terms of Use. In addition, You may submit an Early Repayment Request in respect of Claims that you own, subject to the terms and conditions of the Assignment Agreement.
11.4. Your request to execute a purchase of a Claim or any other activity on the Platform:
11.4.1. should be submitted through the Platform using only the interface of the Platform in accordance with the Terms of Use and following the procedures on the Platform;
11.4.2. not submitted on the Platform or not being in compliance with procedures on the Platform will be rejected by Us;
11.4.3. will be relied on by Us without any additional confirmation from You and be binding on You irrespective of who has submitted it, if the identification and authorisation process in the Terms of Use have been complied with; and
11.4.4. after placed by You in accordance with the Terms of Use will be deemed an irrevocable instruction from You for Us to execute the purchase of a Claim, execution of the Assignment Agreement, and/or any other activity on the Platform on behalf of You or to provide You other service in accordance with the Terms of Use.
11.5. We may, at Our sole discretion, without prior notice to You:
11.5.1. suspend or stop publishing and/or making available for purchase any Claim on the Platform;
11.5.2. suspend the purchase of any Claim if, in Our opinion: (i) any event of default under any agreement between Us, an Assignor, and/or a third person who is directly or indirectly involved in the publishing of an offer to sell a Claim, is likely to occur or has occurred; and/or (ii) any material circumstance has occurred which may cause substantial loss to Us and/or You; or (iii) any event of Force Majeure Event.
11.6. When acting in accordance with Section 0, We are not liable to You or any third person for any loss or expense, and You wave any claims against Us in this regard.
11.7. All the transactions on the Platform, including, without limitation, transfer and withdrawals of funds to or from Your User Profile balance, sale and purchase of Claims, and calculations of the Claim Price and the Interest, are indicated and made accurate with 2 (two) characters after a comma. Round-up is made by form of exclusion, instead of mathematical round-up.
12. REQUEST TO PURCHASE A CLAIM
12.1. On the Platform, You are able to purchase Claims from the Assignor.
12.2. To purchase a Claim, You should submit a request to receive an offer to purchase a Claim through the Platform by following the procedure described on the Platform, and as specified below:
12.2.1. You should have a positive balance on Your User Profile;
12.2.2. You should individually, at Your own discretion, select a Claim in respect of which you would like to receive an offer to purchase such Claim;
12.2.3. You should at Your own discretion review the terms and conditions of the offer and either accept or reject the offer; and
12.2.4. You should individually, at Your own discretion, when accepting an offer to purchase a Claim, specify the amount of the funds to be paid as the Claim Price for the purchase of the Claim.
12.3. You acknowledge and agree that the principal amount of the outstanding Loan constituting a Claim will correspond to the Claim Price paid by You, as referred to in Section 0, and will be calculated automatically by the Platform.
12.4. You acknowledge and agree that if a Loan Agreement is secured by a Collateral against the Borrower, the Collateral is contracted out of the Assignment Agreement, not transferred to by the Assignor, not re-registered in favour of an Assignee, and remains the right of the Assignor through the term of the Assignment Agreement.
12.5. After You have requested to receive an offer to purchase a Claim in accordance with Section 0, We will provide to You for review and approval a Summary of the selected Claim and the Assignment Agreement. It is Your responsibility to review the completeness and accuracy of the information included in the Summary.
12.6. You should confirm the purchase of the Claim and conclusion of the Assignment Agreement by pressing the ‘Invest now’ button on the Platform page ‘Invest’. You acknowledge and agree that by pressing the ‘Invest now’ button:
12.6.1. You confirm that You have read and understand the terms of the Assignment Agreement and certain other contractual terms of each Claim and incorporated in the Assignment Agreement by reference;
12.6.2. You confirm the purchase of the Claim and the conclusion of the Assignment Agreement;
12.6.3. the Assignment Agreement shall be deemed entered into and become binding to You; and
12.6.4. You authorize Us to withdraw from Your User Profile balance the amount of the funds specified by You to be paid as the Claim Price for the purchase of the Claim and as provided in the Summary, as referred to in Section 0, and transfer them to the Assignor in accordance with the Assignment Agreement.
12.7. Each request to purchase a Claim is registered and executed in chronological sequence by the Platform, and We reserve the right to unilaterally amend and supplement the order of execution of the requests without prior notification to You.
12.8. On each request to purchase a Claim executed on the Platform:
12.8.2. We will provide You with the Summary;
12.8.3. We will provide You with the confirmation of the conclusion of the Assignment Agreement;
12.8.4. the Claim will be assigned and transferred to You by the Assignor in accordance with the Assignment Agreement;
12.8.5. We will provide You with information about the Claim assigned and transferred to You by an Assignor; and
12.8.5. We will provide You with the Assignment Agreement concluded on the Platform.
12.9. After the conclusion of the Assignment Agreement, You are not entitled to cancel, reverse, or amend any request to purchase of the Claim executed by You via the Platform.. You acknowledge and agree that the refusal rights available within the refusal period under consumer protection regulations do not apply to any concluded Assignment Agreement resulting from the executed purchase of the Claim via the Platform.
13. PAYMENT OF A CLAIM PRICE
13.1. Upon receipt of Your confirmation of the purchase of the Claim and conclusion of the Assignment Agreement, as referred to in Section 0:
13.1.1. You undertake to pay the Assignor the Claim Price, as referred to in Section 0; and
13.1.2. in accordance with the authorisation given by You to Us, as referred in Section 0, We will withdraw from Your User Profile balance the amount of funds specified by You to be paid as the Claim Price for the purchase of the Claim, as referred to in Section 0, and transfer them to the Assignor.
13.2. You acknowledge and agree that the payment of the Claim Price is;
13.2.1. a precondition of the assignment and transfer of the Claim to You by the Assignor; and
13.2.2. deemed to be made on the day when We have withdrawn the amount of funds specified by You to be paid as the Claim Price for the purchase of the Claim, as referred to in Section 0, from Your User Profile balance.
14. EARLY EXIT REQUEST
14.1. On the Platform, You are able to offer Claims that You have previously purchased to be repurchased by the Originator.
14.2. You acknowledge and agree that:
14.2.1. a Claim purchased by You and transferred to You may only be offered for repurchase through the Platform; and
14.2.2. by offering a Claim for repurchase by the Assignor, You agree to the procedure and the terms described in the Terms of Use and on the Platform.
14.3. To offer a Claim for repurchase by the Originator, You should make an offer to sell the Claim to the Originator through the Platform page ‘Portfolio’ by following the procedure of the Platform and as specified below:
14.3.1. You should individually, at Your own discretion, select the Claim registered on Your User Profile to be offered for repurchase;
14.3.2. You should individually, at Your own discretion, set the Claim Price in accordance with the Terms of Use and by following the procedure of the Platform;
14.3.3. You should submit and confirm Your offer to sell the Claim back to the Originator by pressing the button ‘Submit Early Exit Request’ on the Platform by following the procedure of the Platform.
14.4. You acknowledge and agree that:
14.4.1. a Claim can be offered for repurchase as a whole or in parts;
14.4.2. a Claim Price for a Claim offered for repurchase will consist of the remaining principal amount of the Claim;
14.4.3. a Claim Price to be paid to You, as referred to in Section 0, will be calculated automatically by the Platform;
14.4.4. a Claim marked either as ‘pending’, ‘suspended’, or ‘overdue’ on the Platform cannot be offered for sale; and
14.4.5. there is no guarantee that a Claim will be repurchased by the Originator and the repurchase by the Originator is subject to the terms specified in the relevant Assignment Agreement relating to the Claim.
14.5. An offer to sell a Claim, on Your confirmation, will become binding to You without Us providing a separate acceptance confirmation on the Platform, and:
14.5.1. may be cancelled by You in accordance with the procedure on the Platform, unless the sale of the Claim has already been executed;
14.5.2. the repurchase of a Claim offered for sale by You will be carried out in accordance with Section 11 (User Profile and Services) and Section 12 (Request to purchase a Claim); and
14.5.3. You may not submit any further offers to sell a Claim with respect to the offer to sell the Claim that has been made.
14.6. If Your offer to sell a Claim is accepted:
14.6.1. the Claim is sold, transferred, and assigned back to the Originator by way of a mutually agreed termination (or in the case of a partial repurchase, amendment) of the Assignment Agreement related to the Claim.;
14.6.2. We will:
14.6.2.1. withdraw the Claim from Your User Profile; and
14.6.2.2. add to Your User Profile balance a Claim Price paid for the Claim by the Assignor.
15. COMMERCIAL AGENT
15.1. By accepting these Terms of Use, You appoint Us as your agent and You authorise Us to negotiate the terms and conditions pursuant to which Claims may be offered to You through the Platform and furthermore You authorise us to make and receive payments on Your behalf under one or more Assignment Agreements. You explicitly acknowledge that as commercial agent We are authorised to set certain key terms and conditions of the Claims, such as available maturity dates and interest rates, on your behalf (subject to your right to accept or reject any offers made to You through the Platform).
15.2. By accepting these Terms of Use, You acknowledge and agree that We are authorised to, and will, terminate these Terms of Use and close your Investor Profile (and return any Investor Profile balance to you) if you have not purchased any Claims on the Platform within 3 months from placing funds in your Investor Profile.
16. REPAYMENTS
16.1. We will service the payments made by an Assignor in accordance with the Assignment Agreements and deliver to You the Repayments due to You by increasing Your User Profile balance in accordance with the Assignment Agreement.
16.2. If an Assignor fails to make due payments to Us in accordance with the Assignment Agreement We reserve the right to assign the following statuses for a Claim: ‘pending’, ‘suspended’, or ‘overdue’.
16.3. If an Assignor fails to make due payments to Us in accordance with an Assignment Agreement, We may incur costs, such as external legal fees related to the recovery of respective funds due to You, restructuring of the payment obligations towards You and other Users, or taking other actions which are aimed at ensuring that payments are made to You and other Users in accordance with Assignment Agreements. You acknowledge and agree that We are entitled to compensation, and You agree to compensate Us such reasonable costs incurred since the aforementioned recovery procedures are made by Us acting in Your interests and benefit, as Your fiduciary agent. We will, in each case, inform You about the costs, which should be compensated by You, and such compensation shall be limited by the recovered amount of due payment received by Us.
17. REPORTS AND STATEMENTS
17.1. All purchases and sales of the Claims or any other activity on the Platform concluded by You via the Platform will be reflected by Us in Your User Profile for Your review at any time.
17.2. We will make available to You details of:
17.2.1. all purchases and sales of the Claims performed by You on the Platform in the dashboard and in the form of reports available at Your User Profile on the Platform; and
17.2.2. all the Repayments received by You in accordance with the Assignment Agreements.
17.3. After an Assignment Agreement is concluded, it shall be available at the User Profile on the Platform until the day of the termination of the Terms of Use and closing of Your User Profile.
17.4. Other documents regarding the Claim, including a Loan Agreement, shall be kept by a Lender, the Originator or other person indicated in an Assignment Agreement, and shall not be transferred to You.
18. USER’S ACKNOWLEDGEMENTS AND REPRESENTATIONS
18.1. You confirm that You are aware of and agree that if You purchase a part of a Claim against a Borrower deriving from a Loan Agreement:
18.1.1. the Claim is not absolute, and the entire claim rights against the Borrower deriving from the Loan Agreement is not assigned and transferred to You in accordance with the Assignment Agreement;
18.1.2. You are not the sole creditor, and the Loan Repayments received from the Borrower will be distributed among all the creditors in proportion to the amounts of their claims against the Borrower; and
18.1.3. based on authorisations given to Us, We administer the Claim for the benefit of all Assignees who have purchased the Claim via the Platform.
18.2. During the term of the Terms of Use, You acknowledge and represent that You:
18.2.1.are capable of making decisions regarding the purchase and sale of any Claim;
18.2.2. understand all risks related to Our Services, activities and ancillary services, including the risk that You may not receive Repayment for the whole or any part of any Claims in accordance with the Assignment Agreements;
18.2.3. understand all risks associated with transferring of the funds to TD Funding Account to be added to Your User Profile balance; and
18.2.4. understand that if the balance of Your User Profile is negative and/or insufficient, We will not (i) carry out the relevant transaction on behalf of You and (ii) be liable for any damage or loss which You may suffer in this regard.
18.3. You acknowledge and agree that We and an Assignor:
18.3.1. have an obligation to ensure the confidentiality of each Borrower’s personal data;
18.3.2. will disclose only limited information as regards each Borrower, any guarantor, any pledgor and any Collateral (if any); and
18.3.3 will not disclose any confidential information about any Borrower, any guarantor, any pledgor and any Collateral (if any).
18.4. During the term of the Terms of Use, You undertake not to:
18.4.1. use the Platform and Our Services for committing any illegal or malicious actions, performing unlawful and inappropriate activities, and/or carrying out illegal transactions, including fraud and money laundering;
18.4.2. revoke the authorisation issued to Us under the Terms of Use;
18.4.3. disclose to any third person information with respect to the Terms of Use that may concern the interests of Us or any of Borrowers or Assignors;
18.4.4. request information about any of the Borrowers and not to start servicing a Claim and/or not to commence recovery of a Loan ;
18.4.5. not, personally or through third persons, contact any of Borrowers in any way in connection with an Assignment Agreement and purchased Claim;
18.4.6. use the Platform, its underlying computer programs (including application programming interfaces (APIs)), domain names, Uniform Resource Locators (URLs), databases, functions or its content, other than for private non-commercial purposes unless otherwise agreed by Us in writing in accordance with Our procedures. Use of any automated system or software, whether operated by a third person or otherwise, to extract any data from the Platform for commercial purposes (screen scraping) is strictly prohibited;
18.4.7. use any automated means to access the Platform or collect any information from the Platform (including robots, spiders, scripts or other automatic devices or programs);
18.4.8. use any high-frequency and algorithmic trading techniques and software for performing transactions on the Platform;
18.4.9. reproduce, modify, adapt, translate, or otherwise make any changes to the Platform or its services;
18.4.10. copy, disclose or distribute any data available on or through the Platform and its services in any medium, including by any automated or non-automated ‘screen scraping’, ‘database scraping’, or any other activity with the purpose of obtaining content or other information for any purpose;
18.4.11. decompile, disassemble, or otherwise gain access to the source code of the Platform or use it;
18.4.12. frame or mirror the Platform, utilise framing techniques to enclose any content or other proprietary information, place pop-up windows over the Platform, or otherwise affect the display of the Platform;
18.4.13. interfere with, circumvent or disable any security or other technological features or measures of any of the services on, or attempt to gain unauthorised access to, the Platform (or any of its services) or its related systems or networks;
18.4.14. use data provided by Us or other persons on the Platform in any manner whatsoever, for any competing uses or purposes with respect to Us, any of the Assignors or other persons who have provided that data;
18.4.15 take any action not explicitly permitted by the Terms of Use that imposes or may impose, at Our determination, an unreasonable or disproportionately large load on Our infrastructure.
18.5. You are not entitled to assign, transfer, or otherwise delegate Your rights and obligations acquired under the Terms of Use to any third persons without the prior written agreement of Us.
19. USER’S RIGHTS AND OBLIGATIONS
19.1. During the term of the Terms of Use, You undertake to:
19.1.1. use the Platform only for the purpose of actions allowed by the Platform and the Terms of Use;
19.1.2. comply with the Terms of Use, an Assignment Agreement, and other agreements that are binding upon You and are concluded with Us;
19.1.3. provide true, accurate, complete, and up-to-date information to Us;
19.1.4. provide true electronic copies of valid and true, accurate, complete, and up-to-date documents to Us;
19.1.5. promptly, but no later than within 2 (two) Business Days, to notify Us in writing and update Your User Profile details if any of the information referred to in Section 0 changes;
19.1.6. promptly, but no later than within 2 (two) Business Days, submit information and documents for Us to perform the identity verification and due diligence checks in accordance with Our procedures and policies;
19.1.7. ensure a positive and sufficient balance of Your User Profile to fulfil the Terms of Use and Assignment Agreements, and to cover any payments arising from them;
19.1.8. use only secure means and devices of in communication and data transmission; and
19.1.9. communicate with Us primarily by using Your Email Account.
20. AUTHORISATION
20.1. You appoint and irrevocably authorize Us, as Your representative, in the following actions without needing any prior or additional approval from You and subject to Our discretion, that is, without obliging Us to exercise any of the authority to:
20.1.1. provide Claim Servicing with respect to a Claim in Your interests;
20.1.2. communicate with any of the Assignors, Originators and third persons in relation to the Assignment Agreement and the Loan Agreement and to monitor any of the Lender’s or Assignor’s compliance with the said agreements;
20.1.3. enter into the guarantee agreement on behalf of You with the guarantor at Our discretion on terms and conditions and at Our discretion to establish any other collateral securing performance of any of the Assignors or a third person’s obligations arising from the Assignment Agreement, as well as without prior coordination with You, to make amendments or sign supplement agreements to the guarantee agreement created as per this Section;
20.1.4. carry out the payment of the Claim Price by deducting the Claim Price from the Your User Profile balance and transferring the respective amount to the Assignor, and in accordance with the Terms of Use and an Assignment Agreement;
20.1.5. distribute a Repayment to be received by You, as the Assignee, in accordance with an Assignment Agreement and transferred by an Assignor or third person to Us by reflecting the Repayment received by You in Your User Profile’s balance on the Platform;
20.1.6. withhold all payments related to any of the Assignment Agreements;
20.1.7. submit and enforce any claims against the Assignor, a guarantor and/or a third person arising from the Assignment Agreement, guarantee agreement, or any other agreement;
20.1.8. submit and enforce any of Your rights, as the Assignee, against a Borrower or, as a creditor, against an Assignor and a third person arising out of an Assignment Agreement and/or Loan Agreement;
20.1.9. demand that an Assignor executes the repurchase obligation in accordance with an Assignment Agreement;
20.1.10. demand that an Assignor executes the buyback obligation in accordance with an Assignment Agreement;
20.1.11. decide what actions should be taken in case of an Assignor’s, third person’s, or guarantor’s default and execute such actions; and
20.1.12. perform other actions that We are entitled to take on behalf of You under the Terms of Use.
20.2. You agree and consent that You are aware of and agree that the afore-mentioned authorisation to Us shall be valid throughout the term of the Terms of Use, and the actions of Us are binding on You. You waive any claims against Us in this regard.
20.3. You agree and consent that We have the right to assign, transfer, or otherwise delegate Our rights and obligations acquired under the Terms of Use to any third persons without the prior written agreement of You. You agree and consent that the authorisation provided to Us under the Terms of Use is issued with the right of further authorisation and is in force for the entire duration of the Terms of Use. We or, in case of transfer of the Services and the management of the Claim by Us to a third person, the third person has the right to act, using its employees and authorised representatives. We are entitled to, at Our own discretion, appoint a third person to whom the transfer of the Services and the management of the Claim can be assigned by Us together with the authorisation given by You hereunder.
20.4. The authorizations, instructions, consents, permissions, or powers of attorney given to Us under the Terms of Use shall be deemed given to Us, Our Affiliates, and to a third person in case of transfer of the management of the Platform,the Services, and/or the Claim Servicing of Claims in accordance with Section 0.
21. TD FUNDING’S RIGHTS AND OBLIGATIONS
21.1. During the term of the Terms of Use, You acknowledge and agree that We have the right to:
21.1.1. in Your favour to make and withhold payments from Your User Profile balance only in accordance with the Terms of Use;
21.1.2. having previously confirmed the time, to invite You to personally visit Us at Our office to carry out the identity verification and due diligence checks. You undertake to cover any costs related to such identity verification and due diligence checks. If You do not personally visit Us in Our office when invited, it will constitute a basis for Us to unilaterally terminate the Terms of Use;
21.1.3. provide different content and services on the Platform You and other Users depending on the country or other territory of residence or other criteria at Our sole discretion;
21.1.4. reverse any transaction which has been executed in error by Us and/or any third person (including making retrospective amendments to statements available in Your User Profile) without prior agreement with You. If practicable, We will notify You regarding such transactions;
21.1.5. from time to time carry out promotional campaigns and offer loyalty programs or other benefits to You and/or other Users on the Platform. We will publish the terms and conditions of such campaigns, programs, and/or other benefits on the Platform and/or will send the terms and conditions and other relevant information to You using the details provided on the Platform (Email Account, phone, or other). If You wish to benefit from the campaign or loyalty program or receive other benefits, You will be informed about the terms and conditions published on the Platform or delivered to You as the case may be. We may change the terms and conditions of its campaigns, programs, and other benefits with immediate effect or by giving prior written notice, at Our sole discretion. The terms and conditions may also be published as page content or promotional rules on the Platform without being titled ‘Terms and Conditions’, and they may vary between You and other Users; and
21.1.6. record any communications, electronic, by phone, over video call, or otherwise, that We have with You in relation to the Terms of Use, and that any recordings that We keep will constitute evidence of the communications between You and Us. You agree that phone conversations and video calls may be recorded so that We can respond to inquiries, ensure compliance with applicable laws and regulations, improve Our Services and provide customer support. We may use the records as evidence in any complaints handling and/or legal proceedings. These records will be Our sole property and will be handled in accordance with Our Privacy Policy.
21.2. During the term of the Terms of Use, You acknowledge and agree that We have the right not to:
21.2.1. execute Your request to purchase or offer to sell a Claim without giving any reason; and
21.2.2. make any payments to You unless We receive the funds due to You from the Assignor, the Borrower, or a third person under the terms of the Assignment Agreement.
21.3. We may transfer in full or in part by way of corporate transaction, including, without limitation, a merger, acquisition, conversion, sale of assets, sale of shares, transfer of undertaking or business, novation, assignment, restructuring, reorganization, consolidation, joint venture, investment, financing arrangement, or any other business transaction or corporate change, or otherwise, whether in whole or in part, Our rights and/or obligations under the Terms of Use, including, without limitation, managing of the Platform, the Services, and/or the Claim Servicing of Claims, to Our Affiliate or a third person, by notifying You of the transfer but without any consent of You.
21.4. Notwithstanding anything to the contrary, We have no obligation to maintain the Platform, provide Our Services, the Claim Servicing, provide any payments or services, or act to benefit any person or any third person, if the Platform, Our Services, the Claim Servicing, payment, service, benefit and/or business or the User’s (for legal entities – the ultimate beneficial owner’s) activities violate the Internation Sanctions that We are required to comply with and observe.
22. TAX
22.1. You acknowledge and agree that that:
22.1.1. You are aware of and understand that it is Your sole responsibility to determine and account what, if any, taxes, including, income tax, apply in respect of each of Your activities on the Platform and to the payments You make or receive and that it is Your sole responsibility to determine, report, account, and remit the correct tax, including, income tax, to the appropriate tax authority in accordance with the laws and regulations applicable to You in Your country of tax residence;
22.1.2. We are not responsible for determining whether any taxes apply to You and Your use of the Platform and the Services or for collecting, reporting, or remitting any taxes arising from any of Your activity on the Platform, use of the Services, and conclusion of the Assignment Agreements;
22.1.3. the terms of an Assignment Agreement will not require Us or an Assignor to deduct income tax which may be payable by You, and We do not take any responsibility and shall not be liable for the deduction of any such taxes; and
22.1.4. We may make certain reports to tax authorities regarding activities executed on the Platform and that We may, in Our sole discretion or as required by laws and regulations applicable to Us, provide You with additional documentation or records needed by You to calculate any tax obligations. We may also withhold and deduct at source any taxes due under the laws and regulations applicable to Us in Our sole discretion;.
23. LIABILITY
23.1. You will be liable for all losses caused by intention or negligence and incurred as a result of:
23.1.1. You committing any illegal or malicious actions, performing unlawful and inappropriate activities, and/or carrying out illegal transactions, including fraud and money laundering;
23.1.2. if You intentionally or negligently fail to comply with the Terms of Use; and
23.1.13. transactions, commitments, or other activities carried out on Your User Profile unless We have suspended access to Your User Profile in accordance with the Terms of Use.
23.2. You agree and consent that We shall not be liable to You for any damage or loss, including loss of profit, (except where such damage or loss arises directly from Our breach of the Terms of Use, Our gross negligence, wilful misconduct, or fraud by Us or Our employees) that You may incur or suffer from using Our Services and the Platform or from purchasing and/or selling any Claim, without limitation:
23.2.1. if You have purchased a Claim with or without a discount or mark-up;
23.2.2. if You have failed to comply with the Terms of Use;
23.2.3. if You have failed to comply with an Assignment Agreement;
23.2.4. transactions, commitments, or other activities carried out on Your User Profile;
23.2.5. due to interrupted communications and other events that are not dependent on Us;
23.2.6. if We have suspended or otherwise restricted the functionality of Your User Profile in accordance with the Terms of Use;
23.2.7. for a Borrower's default under a Loan Agreement, Loan Repayment, Repayment, and settlement in accordance with the Assignment Agreement;
23.2.8. due to a Borrower breaching a Loan Agreement, failing to fulfil its obligations under a Loan Agreement, or the Borrower’s illegal conduct;
23.2.9. due to an Assignor breaching an Assignment Agreement, failing to fulfil its obligations under the Assignment Agreement, or any other agreement or the Assignor’s illegal conduct;
23.2.10. if an Assignor delays a Repayment arising from a Loan Agreement and/or an Assignment Agreement that shall be made by the Assignor to You in accordance with the Assignment Agreement or any other agreement in full or any part thereof, and the Claim is not repaid and discharged;
23.2.11. for an Assignor’s and/or third person’s acts and omissions and fulfilment of the obligations in accordance with an Assignment Agreement, a Loan Agreement, and/or any other agreement;
23.2.12. if a third person delays a Repayment arising from an Assignment Agreement that shall be made by the third person to You in accordance with the Assignment Agreement or any other agreement;
23.2.13. for the accuracy and completeness of information provided by a Borrower and/or an Assignor;
23.2.14. for any delays in payments or when We suspend payments for whatever reason;
23.2.15. for the actions or inactions of third persons, including, Our Affiliates, Our partners, credit institutions (banks), payment institutions, or electronic money institutions, and other service providers;
23.2.16. for any delay or failure to perform as required by the Terms of Use to the extent the delay or failure is caused by a Force Majeure Event;
23.2.17. for any interruption in (i) email, electronic, or other means of communication; (ii) the functioning of the Platform; or (iii) electronic data exchange and system of credit institutions, payment institutions, or electronic money institutions (including online banking);
23.2.18. for Your possible obligations arising from requirements of the laws and regulations applicable to You, resulting from the use of the Platform and Our Services.
23.3. You agree and consent to the following:
23.3.1. We are not responsible for the accuracy and completeness of the information provided by an Assignor, Borrower, other Users, and/or third persons. All data on the Platform, whether provided by Us, the Assignors or other Users is provided “as is” for information purposes only, and does not constitute any advice, consultation, invitation, solicitation, recommendation or endorsement in respect of any request from Us or an Assignor or for an Assignment Agreement, and is not intended to be relied upon as a sole basis for deciding whether or not to purchase a Claim from a particular Assignor. We make no representation or warranty either as to the accuracy or reliability of such data, or as to whether such data is up to date or error free;
23.3.2. We make no warranty or representation as to the ability of any Borrower to repay any Loans or as to the Borrower’s credit risk, and we are in no way liable for the debts of any Borrowers;
23.3.3. We make no warranty or representation as to the ability of any Assignors to make a Repayment or as to the Assignor’s credit risk, and we are in no way liable for the debts of any Assignors;
23.3.4. We and/or any of the Assignors are not liable if a Borrower delays a Borrower Repayment arising from a Loan Agreement in full or any part thereof, and a Claim is not repaid and discharged in accordance with an Assignment Agreement;
23.3.5. We are not obliged to make any payments to You with respect to a Claim in accordance with an Assignment Agreement until (i) an Assignor has received a Loan Repayment from a Borrower in accordance with a Loan Agreement, and/or (ii) We have received such Repayment from the Assignor or a third person in accordance with the Assignment Agreement.
23.4. Our liability for any damages or losses caused by Our activities, whether through action or omission, shall be limited to losses that are a direct and reasonably foreseeable consequence of Our breach of the Terms of Use. Our liability is contingent upon such a breach being clearly attributable to Us, and shall not exceed the balance of Your User Profile at the time the damages occurred. Our liability is strictly limited to actions caused by Our activities due to gross negligence or intention, and We shall not be held liable for any damage or loss resulting from ordinary or slight negligence (‘culpa levis’).
23.5. Nothing in the Terms of Use shall limit Our liability for personal injury or death, fraud, nor for any other liability the exclusion or limitation of which is not permitted by applicable law or regulation.
24. CONFIDENTIALITY
24.1. Any information arising from the Terms of Use is considered as confidential in part that is not published on the Platform.
24.2. We undertake not to disclose to third persons the information related to Your activity on the Platform unless the disclosure is required by the laws and regulations applicable to Us. Upon request, We may disclose information regarding Your activity on the Platform only directly to You and/or Your authorised representatives to Your Email Account or through the Platform. We may disclose such information to third persons with or without Your consent if required by the laws and regulations applicable to Us. We may share any information submitted by You: (i) with Our Affiliate, (ii) with any person that is involved in the provision of services on the Platform and Our Services, (iii) with Our Affiliate and a third person in case of transfer of the management of the Platform,the Services, and/or the Claim Servicing of Claims in accordance with Section 0; and/or (iv) as in any case provided in the Privacy Policy.
24.3. You undertake not to disclose to a third person the information related to the Platform, Our Services, or any of the Lenders, Assignors or the Borrowers that may affect the interests of Us, any of the Lenders, Assignors or the Borrowers.
25. PERSONAL DATA
25.1. Our Privacy Policy forms part of the Terms of Use. By accepting the Terms of Use, You also confirm to have read and understood the Privacy Policy available on the Platform. You should review the Privacy Policy before agreeing to the Terms of Use.
26. INSOLVENCY AND SUSPENSION OF THE PLATFORM
26.1. In the unlikely event that We become Insolvent or are unable to provide the Services or manage and operate the Platform for any reason:
26.1.1. conclusion of new Assignment Agreements on the Platform will be stopped immediately, that is You will not be able to submit a request to purchase or offer for sale a Claim and conclude Assignment Agreements;
26.1.2. You may not be able to carry out activities and transactions on the Platform and in Your User Profile;
26.1.3. You may not be able to access Your User Profile;
26.1.4. We may restrict the services and/or functionality available to You on the Platform;
26.1.5. the current balance in Your User Profile will be returned to You in accordance with the laws and regulations applicable to Us;
26.1.6. You will receive information regarding the effective Assignment Agreements to Your Email Account; and
26.1.7. the validity of Assignment Agreements and any of Your rights arising from Assignment Agreements will not be affected;
26.1.8 We may transfer the management of the Platform, provision of the Services, and/or the Claim Servicing of Claims to a third person who will continue the management of the Platform, provision of the Services, and/or the Claim Servicing of Claims in accordance with the Assignment Agreements; and/or
26.1.9. the Terms of Use will be terminated.
26.2. To ensure that information prescribed in Section 0 is provided and sent, We may cooperate with third persons.
26.3. You are obligated to immediately inform Us in the event that (i) You are unable or admit inability to pay debts as they fall due or a threat of such event exists, (ii) a request for opening a pre-bankruptcy or bankruptcy proceedings is filed, (iii) conditions for such request are fulfilled in accordance with the laws and regulations applicable to You, and/or (iv) a decision on the opening of pre-bankruptcy or bankruptcy proceedings is adopted. We will not be held liable for any damage or loss, including loss of profit, resulting from Your failure to inform Us of such an event towards You or any third person.
27. COMPLAINTS, QUESTIONS, AND DISPUTE RESOLUTION
27.1. Complaints concerning Our Services should be communicated to Us in the first instance by contacting the Customer Support Service in writing via e-mail by sending an email message to [email protected]. Please state that You wish to make a complaint by indicating ‘Notice of Complaint’, so that We are able to distinguish this from a query.
27.2. We need to understand exactly what Your complaint is about, so the more information You can give Us, the better. To make sure that We investigate and resolve Your complaint as quickly as possible, please make sure that in the ‘Notice of Complaint’ You give Us the following information:
27.2.1. Your User ID;
27.2.2. if You are an individual – Your full name, or if You are a legal entity – Your legal entity’s name, and Your authorized representative’s full name;
27.2.3. a clear description of the circumstances of Your complaint;
27.2.4. what You would like Us to do to put it right;
27.2.5. all the evidence available to You and copies of any relevant documents You have; and
27.2.6. Your Email Account and phone number details.
27.3. We will do Our best to resolve Your complaint as soon as possible, but this may not always be possible.
28. GOVERNING LAW AND JURISDICTION
28.1. The Terms of Use and any non-contractual obligations arising out of it or in connection with it shall be governed by and interpreted in accordance with the laws and regulations of the Grand-Duchy of Luxembourg.
28.2. All claims, disputes, or proceedings arising out of or in connection with the Terms of Use, including their existence, validity or termination or any non-contractual obligation arising out of or in connection with them (‘dispute’) shall be shall be finally settled under the Rules of Arbitration of the Arbitration Center of the Luxembourg Chamber of Commerce by one arbitrator appointed in accordance with said Rules. The seat of arbitration shall be Luxembourg City, Luxembourg and the language to be used in the arbitral proceedings shall be English.
28.3. Notwithstanding Section 0, We shall not be prevented from taking proceedings relating to a dispute in any other courts with jurisdiction. To the extent allowed by law and regulations, We may take concurrent proceedings in a number of jurisdictions.
29. COMMUNICATION AND NOTICES
29.1. We may send communications and notices to You at the Email Account or address You gave Us during the registration process for opening Your User Profile (or as later updated by You) or to Your User Profile on the Platform. You must notify us of changes to the contact details You gave Us (Your address, Email Account, and phone number). If You do not notify Us straight away of any change in these details, You may not receive information that could be important – or it could fall into the wrong hands.
29.2. If required to send a notice to You by post, We will send it to You at the most recent address You gave Us. If the letter sent by Us is returned as undelivered, We will stop using that address unless We are required by laws and regulations applicable to Us to send You information by post. In the latter case, the delivery will be deemed in accordance with the applicable laws and regulations.
29.3. When notifying Us, You will use Our e-mail address in the Platform: [email protected]
29.4. All communications and notices under the Terms of Use that are sent:
29.4.1. by e-mail will be deemed to have been given and received on the next Business Day following the date when the e-mail was sent unless an electronic indication that the e-mail was not delivered is received;
29.4.2. to Your User Profile on the Platform will be deemed to have been given and received on the day when the message was posted on the Platform;
29.4.3. by posting them by Us on the Platform will be deemed to have been given and received at the moment when they are posted on the Platform or as indicated on the Platform;
29.4.4. by post will be deemed to have been given and received on the day of actual receipt. If the post is not delivered because of the wrong address information, the post will be deemed to have been given and received on the 10 (tenth) day after the date of handing over a letter to a post office for dispatch.
29.5. All communications and notices between You and Us must be in English or in another language if so requested by You and if Our Customer Support Service team has a member with skills to communicate in Your preferred language.
29.6. Any notification for You and other Users that does not include personal data may be published on the Platform. You acknowledge and agree that these notifications may be important and may relate to issues that may impact the Services or their security. You are responsible for monitoring the Platform and reading and considering these notifications.
29.7. You agree and undertake to check for new information on Your User Profile and in any e-mail sent to the Email Account regularly, and at least once every calendar month, and You will be deemed have been so notified, including any changes to the Terms of Use. You and We undertake not to disclose such information to any third person, except as prescribed in the laws and regulations applicable to You and in accordance with the Terms of Use or the Assignment Agreement.
29.8. We are entitled to rely upon any act done or any letter or document signed or any communication or notices sent electronically or through the Platform by any person purporting to act or sign or send on behalf of You despite any defect in or absence of any authority of such person.
30. CHANGES
30.1. The Terms of Use and additional terms and conditions that may apply to the Platform and Our Services may change.
30.2. We will notify You before any changes to the Terms of Use are due to take effect. We will notify You by posting a notice of the changes on the Platform and by sending a notification to You to Your Email Account. Any changes to the Terms of Use are effective after We post a notice on the Platform and send a notification to You.
30.3. If We give You notice as set out above and You do not inform Us that You wish to terminate the Terms of Use and close Your User Profile, then Your continued use of Our Services or Our Platform will constitute acceptance of the changes to the Terms of Use, and We will treat You as having accepted the changes. We will display a link to the new Terms of Use on the Platform on the date when they enter into force. You may review the current Terms of Use at any time by clicking on the ‘Terms of Use’ link on the Platform.
30.4. However, should You wish not to be bound by any new version of the Terms of Use, You must notify Us that You do not agree to the changes before those changes enter into force. In that event, We will treat Your notice as a notification that You immediately wish to terminate Your use of Our Services and to close Your User Profile and the Terms of Use will be terminated immediately in accordance with Section 31 (Duration and Termination).
30.5. The Terms of Use displayed on the Platform will show the most recent revision date. No revision will affect a purchase or sale of a Claim as of the date of entry into force of the specific revision.
31. DURATION AND TERMINATION
31.1. The Terms of Use are a legally binding agreement between You and Us for an unlimited period unless terminated as described in this Section. The Terms of Use apply from the date when You confirm Your agreement to them on the Platform by ticking the ‘I have read and agree to the Terms of use, and I consent to the Privacy Policy applicable to the processing of personal information’ check box on the Platform. By ticking the ‘I have read, understand, and agree to the Terms of Use and Privacy Policy’ check box on the Platform, You confirm that You have read and understand the Terms of Use, and any rights and duties arising from the Terms of Use, and waive any claims whatsoever against Us that the Terms of Use have not been discussed or have been unilaterally determined by Us.
31.2. The Terms of Use comprise an electronic agreement, and each party hereby consents to be committed to the Terms of Use to be concluded in electronic form in accordance with the procedure specified in the Terms of Use.
31.3. We may unilaterally terminate the Terms of Use by way of sending a written notice to Your Email Account 10 (ten) calendar days in advance unless the Terms of Use stipulate otherwise.
31.4. We may, at Our discretion, without prior written notice, terminate the Terms of Use, suspend, or otherwise restrict the functionality of Your User Profile, or close Your User Profile at any time, including, without limitation, any of the following reasons:
31.4.1. You are committing any illegal or malicious actions, performing unlawful and inappropriate activities, and/or carrying out illegal transactions, including fraud and money laundering;
31.4.2. We have reasonable grounds to believe that You have failed to comply with the Terms of Use, any Assignment Agreement, and/or any other terms and conditions applicable on the Platform;
31.4.3. You have provided false or misleading information or counterfeit documents at any time;
31.4.4. We have reasonable grounds to believe that Your User Profile has been used in connection with an unauthorised or unusual Bank Account;
31.4.5. You have transferred the funds to be added to Your User Profile and/or TD Funding Account from a Bank Account that is not opened for You and/or which You do not have authorization to use;
31.4.6. Your User Profile has been used, attempted to be used or allegedly used in or to facilitate criminal or other illegal or fraudulent activity against Us or someone else, including, without limitation, receipt or transfer of potentially fraudulent funds or proceeds of crime;
31.4.7. We suspect fraud or money laundering, terrorism financing, or circumvention or breach of the Sanctions by You or related to Your activities or funds at Your disposal;
31.4.8. You are, or become, a person who is a Restricted Person or is associated or affiliated to a Restricted Person;
31.4.9. We use Our right to unilaterally terminate an Assignment Agreement;
31.4.10. We suspect unauthorised or fraudulent use of Your User Profile or that Your User Profile has been accessed without Your authorization;
31.4.11. We suspect that any of the Login Details of Your User Profile has been compromised;
31.4.12. You inappropriately let someone else use Your User Profile;
31.4.13. You refuse when requested to cooperate with an investigation or to provide adequate confirmation of identity or other identity or security information;
31.4.14. We believe that Your User Profile or activities pose a security, credit, fraud risk, or confidentiality breach to Us, Our Services, Our Affiliates, Our partners, or service providers;
31.4.15. in any other case with an aim to ensure the security, inviolability, and confidentiality of our Services, as well as to prevent losses to Us or other Users;
31.4.16. You have offered threats or have been abusive to Our staff;
31.4.17. You put Us in a position where We might break the laws and regulations applicable to Us if We continue maintaining Your User Profile;
31.4.18. You violate or We have reason to believe that You are in violation of any laws and regulations applicable to You to Your use of Our Services;
31.4.19. due to a Force Majeure Event or any other reasons out of Our control; or
31.4.20. if in accordance with the laws and regulations applicable to Us or pursuant to an order of a governmental authority We are requested to do so.
31.5. If We terminate the Terms of Use, from the time of the notice:
31.5.1. conclusion of new Assignment Agreements on the Platform will be stopped immediately, that is You will not be able to submit a request to purchase or offer for sale a Claim and conclude Assignment Agreements;
31.5.2. You will not be able to carry out activities and transactions on the Platform and in Your User Profile;
31.5.3. You may not be able to access Your User Profile;
31.5.4. We may restrict the services and/or functionality available to You on the Platform;
31.5.5. We may offer for sale any or all Claims purchased by You for the Claim Price that is calculated based the outstanding principal amount of the Claim as on the day of Our notice of the termination of the Terms of Use;
31.5.6. We may further provide You with part of the Claim Services with respect to the Claims purchased by You before Our notice of the termination of the Terms of Use.
31.6. Unless informing You would compromise reasonable security measures or otherwise be unlawful, We will, where practicable, notify You in advance or immediately afterwards of the closing of Your User Profile or suspension or restriction of the functionality of Your User Profile. If the reason for suspension of Your User Profile can be reasonably cured or remedied, We will notify You of action to be taken to eliminate the reason and to restore the functionality of Your User Profile.
31.7. If We suspect that You are engaging in an activity referred to in Section 0, We may contact the relevant government authority, recognised crime prevention body, and/or other third persons and disclose details of any prohibited activities, under Our Privacy Policy or any laws and regulations applicable to Us and/or take legal action against You.
31.8. Notwithstanding anything to the contrary, Your User Profile will be closed immediately if We receive notice from You that You do not agree with changes to the Terms of Use as explained in Section 30 (Changes).
31.9. Notwithstanding anything to the contrary, in the event of Your death or incapacity, Your representative(s) or legal beneficiary/beneficiaries of Your estate may give Us written notice. If We have a reason to believe that You have died, We may suspend Your User Profile. Your User Profile will be suspended until (i) a representative of Your estate or authorised beneficiary completes a successful inheritance application to receive the assets in the Your User Profile in accordance with Our requirements which may be amended from time to time without notice; or (ii) You provide satisfactory proof that You are alive. Our ability to provide the representative(s) with the assets in Your User Profile is subject to the restrictions imposed by the laws and regulations applicable to Us and the Terms of Use. We do not commit to any timeline for the transfer of assets held to the credit of Your User Profile.
31.10. Notwithstanding anything to the contrary, If Your User Profile is inactive for longer than 12 (twelve) months regardless of whether there is an available balance on Your User Profile, We reserve the right to close Your User Profile at any point after 12 (twelve) months of it being inactive. We will notify You about Your User Profile closure in writing to Your Email Account.
31.11. You may unilaterally terminate the Terms of Use by way of sending a written notice to Us from Your Email Account or by completing the relevant notification on Your User Profile at least 10 (ten) calendar days provided that: (i) no active Claim appears on Your User Profile, other than a Claim marked either as ‘pending’, ‘suspended’, or ‘overdue’ on the Platform, and (ii) in accordance with the Terms of Use You do not have any debt obligations to Us or any other persons in accordance with the Assignment Agreements entered into on the Platform. Upon receipt of Your notice, We will restrict the Services available to You on the Platform.
31.12. If there is any Claim on Your User Profile which has the status of having been ‘pending’, ‘suspended’, or ‘overdue’ on the Platform, access to Your User Profile will not be closed, and any Claim will be held on the dormant account before it is repaid or written off.
31.13. Closing Your User Profile does not mean that We delete data (including personal data) that We hold on to You. We will retain any records regarding You and Your activities on the Platform in accordance with the laws and regulations applicable to Us.
31.14. The termination of the Terms of Use will not release You from the respective obligations to the other arising before the date of termination of the Terms of Use You will remain liable for a negative balance on Your User Profile or any other debt You owe Us under the Terms of Use or the laws and regulations applicable to Us even after Your User Profile is closed. You will settle any such debt immediately at Our request.
31.15. We may at Our discretion decide to discontinue or restrict Our Services in any country at any time and without a prior written notice.
31.16. Should any provision of the Terms of Use be held as void, invalid, does not affect the clauses In the event that any of the provisions of the Terms of Use is or becomes illegal, invalid, or unenforceable under the applicable laws and regulations, the legality, validity and enforceability of the other provisions shall not be affected or prejudiced by it.
32. RISK STATEMENT
32.1. It is Your responsibility to determine whether any of Your decisions and activities on the Platform and Out Services are appropriate for You according to Your personal objectives, financial circumstances, and risk tolerance, and You are responsible for any associated damage, loss, or liability. We do not recommend that any Claim should be bought, sold, or held by You. Before making the decision to buy, sell, and/or hold any Claim, including in accordance with an Auto Purchase, You should conduct Your own due diligence and consult Your advisors, including financial, tax, legal, or investment advisers.
32.2. We, when providing Our Services under the Terms of Use, do not act as a financial, tax, legal or investment adviser. We may, but are not obligated to, provide You with information and/or analytical materials related to offers to sell Claims via the Platform. If such information and/or analytical materials are provided to You, they are provided for information purposes only, and any decisions You take based on such information and/or analytical materials are taken: (i) as Your own decisions, (ii) at Your expense and risk, and (iii) are not based on any assertions and/or recommendations of Us. In no case will such information and/or analytical materials are intended as, or should be construed as, or qualify as advice, consultation, invitation, solicitation, recommendation or endorsement of any kind in the area of investment services, consultation services, or an encouragement to execute a transaction. We cannot be held liable for any losses which may arise to You, nor do We undertake any liability towards You or a third person if You based Your decisions on such information and/or analytical materials.
32.3. By entering into the Terms of Use and transferring funds to the TD Funding Account, You agree to accept the risk and waive any possible claims against Us in case of a total or partial loss of the funds transferred to the TD Funding Account, or an inability to dispose funds at any time, which arise from any of the following:
32.3.1. any insolvency, bankruptcy, liquidation, administration procedure or any similar procedure or proceedings in any jurisdiction of the legal entity where the TD Funding Account is kept;
32.3.2. any application or enforcement of the agreement between Us and the legal entity where the TD Funding Account is kept; and/or
32.3.3. any decision of an executive, legislative, or judicial authorities that may affect Your rights to the funds in the TD Funding Account.
33. FINAL PROVISIONS
33.1. The Terms of Use may be made available in a number of languages; all versions are legally binding but in the event of inconsistency between English version and a translated version, English version prevails.
33.2. The Terms of Use comprise an electronic agreement as defined in the [Luxembourg legal framework], and each party hereby consents to be committed to the Terms of Use to be concluded in electronic form in accordance with the procedure specified in the Terms of Use.
33.3. Situations that are not stipulated in the Terms of Use shall be settled in accordance with information stipulated on the Platform valid at the moment of appearance of such situation.