Terms

Last update: 12.08.2020


CROWDESTOR


Terms and Conditions for Use of the Crowdfunding Platform


Preamble


These Terms and Conditions for Use of the Crowdfunding Platform regulate the legal relations between the registered Clients of the Website and Crowdfunding Platform and Crowdfunding Service Provider, arising from the usage of the Crowdfunding Platform.
In other words - Terms and Conditions help you understand what you can expect from Crowdfunding Service Provider as you use Website and Crowdfunding Platform, and what Crowdfunding Service Provider expects from you. 
These Terms and Conditions reflect the way Crowdfunding Service Provider’s business works, the laws that apply to Crowdfunding Service Provider, etc. As a result, these Terms and Conditions help define Crowdfunding Service Provider’s relationship with you as you interact with Crowdfunding Service Provider’s services:


• What you can expect from Crowdfunding Service Provider, which describes how Crowdfunding Service Provider provides and develops services;
• What Crowdfunding Service Provider expect from you, which establishes certain rules for using our services;
• Content in Crowdfunding Service Provider services, which describes the intellectual property rights to the content you find in our services - whether that content belongs to you, Crowdfunding Service Provider, or others;
• In case of problems or disagreements, which describes other legal rights you have, and what to expect in case someone violates these Terms and Conditions.
These Terms and Conditions refer to the following additional policies and terms, which also apply to your use of the Website and Crowdfunding Platform:
• Privacy Policy, which sets out the terms on which Crowdfunding Service Provider processes any personal data Crowdfunding Service Provider collects from you, or that you provide to Crowdfunding Service Provider;
• Cookie Policy, which provides information about the cookies on our site;
• Complaints Policy, which provides information how we deal with the Client complaints;
• Debt Collection Procedure, which describes how overdue amounts owed by the Borrowers are recovered;
• Risk Warnings, which provides information about risks and warnings using Website and make investment decisions.
If you have any enquiries in relation to this Website or the information on it, please contact us at info@crowdestor.com.
It is important that you understand these Terms and Conditions because, to use our services, you must adhere to these Terms and Conditions.
Table of content

1. Definitions and Interpretation
2. Accessing  and Using the Website and Crowdfunding Platform
3. Crowdfunding Platform and Crowdfunding Service Provider’s Role
4. Crowdfunding Service and Rights of the Crowdfunding Service Provider
5. Governing Law and Jurisdiction
6. Fees and Expenses
7. Client Account
8. Payments
9. Separation of Funds
10. Loan Agreements
11. General Rights and Obligations of the Client
12. Investor Meeting
13. Processing of Client Data
14. Intellectual Property
15. Liability
16. Duration of Use of the Crowdfunding Platform and Termination of Use
17. Conduct in Case of Crowdfunding Service Provider insolvency
18. Sending Notices
19. Entry Knowledge Test and Simulation of the Ability to Bear Loss
20. Secondary Market


1. Definitions and Interpretation 

“Agreement” means the Crowdfunding Cooperation agreement between the Crowdfunding Service Provider and the Project Owner;
“Borrower” means a Project Owner that has concluded a Loan Agreement with one or several Investors and to whom a Loan has been made available;
“Client Account” means registered Client account for using Crowdfunding Services offered by Crowdfunding Platform;
“Client” means any prospective or actual Investor or Project Owner to whom a Crowdfunding Service Provider provides or may provide Crowdfunding Services;
“Collateral” means personal guarantees, any asset, such as real estate, goods, pledged by the Borrower as a guarantee of repayment of Loan according to Agreement or any other form of securing the loan;
“Crowdfunding Offer” means any communication by Crowdfunding Service Provider that contains information, which enables prospective Investors to decide on the merits of entering into a crowdfunding transaction;
“Crowdfunding Platform” means an electronic information system (internet platform www.crowdestor.com) operated and managed by Crowdfunding Service Provider;
“Crowdfunding Project” means the business activity or activities that a Project Owner seeks to fund through the Crowdfunding Offer. Crowdfunding Project is the subject of the Agreement and may be the subject of other agreements entered into by the Crowdfunding Service Provider, Investors and Project Owners (Borrowers);
“Crowdfunding Service Provider” means Crowdestor OÜ (a company registered in the Republic of Estonia with registry code 14388462, located at Roosikrantsi tn 2, Tallinn city, Harju county, 10119, Estonia) who provides crowdfunding services through Crowdfunding Platform; 
“Crowdfunding Service” means services offered by Crowdfunding Service Provider on Website and Crowdfunding Platform, which include the matching of business funding interest of Investors and Project Owners through the use of a Crowdfunding Platform and which includes granting of Loans;
“Investor” means any person that, through a Crowdfunding Platform, grants Loans;
“Investor Meeting” means a meeting of Investors that are lending parties according to concluded Loan Agreements in a specific Crowdfunding Project and is a form of organized joint activity of Investors for making Investor decisions in relation to a specific Crowdfunding Project;
“Loan” means a lending facility made available by the Investor to the Borrower;
“Loan Agreement” means the agreement among the Investor and the Borrower, granting a Loan for the Project Owner’s Crowdfunding Project;
“Loan Period” means a time period for which the Loan is granted, expressed in months;
“Project Owner” means any person that seeks to fund its Crowdfunding Project through a Crowdfunding Platform; 
“Security Agent” means a separate registered company that manages all Loan securities (commercial pledge, mortgage, etc.) and performs debt collection on behalf of the Crowdfunding Service provider to protect the interests of Clients (Investors);
“Terms and Conditions” means legal agreement between Crowdfunding Service Provider and Client who wants to use Website and Crowdfunding Platform.
“Website” means www.crowdestor.com 


2. Accessing and Using the Website and Crowdfunding Platform

2.1. Client can use the Website without registering.

2.2. If the Client wishes to use the services offered by the Crowdfunding Platform, it is necessary to register as a Client in accordance with these Terms and Conditions.

2.3. Client agrees that they will:

2.3.1. only use the Website and Crowdfunding Platform for their intended purposes and in accordance with these Terms and Conditions;
2.3.2. provide Crowdfunding Service Provider with accurate information and keep it updated;
2.3.3. be responsible for Client’s own virus protection software; and
2.3.4. comply with all applicable laws in relation to the access to and use of the Website and Crowdfunding Platform.

2.4. Client agrees that they will not do (or attempt to do) any of the following:

2.4.1. hack, make unauthorised alterations to or introduce any kind of malicious code to the Website or Crowdfunding Platform by any means;
2.4.2. reverse engineer or decompile (whether in whole or part) any software available through the Website;
2.4.3. make copies, modify, reproduce, transmit, alter or distribute all or any part of the Website or any material or information contained on it (although the Client may make limited copies of their own Client Account information for personal use);
2.4.4. disguise or interfere in any way with the IP address of the computer the Client is using to access the Website or otherwise prevent us from correctly identifying the actual IP address of the computer the Client is using whilst accessing the Website or Crowdfunding Platform;
2.4.5. gain, or assist others in gaining, unauthorised access to the Website and Crowdfunding Platform;
2.4.6. use the Website or Crowdfunding Platform for any purpose that is unlawful, including any fraudulent use;
2.4.7. use bots, gaming algorithms or other automated methods to access or engage with the Website or Crowdfunding Platform;
2.4.8. use the Website or Crowdfunding Platform to simulate communications from us or another service or entity in order to collect identity information, authentication credentials or other information; and
2.4.9. use the Website or Crowdfunding Platform in any manner that disrupts their operation or causes it to fail.

2.5. Crowdfunding Service Provider will try to ensure that the Client has uninterrupted access to the Website (its content and features) and Crowdfunding Platform and, if the Client is a registered user, to the Crowdfunding Platform and the Client Accounts.

2.6. Crowdfunding Service Provider cannot guarantee that access to the Website or Crowdfunding Platform will always be available or uninterrupted. From time to time, access may be interrupted, suspended, or restricted, including because of a fault, error, or other unforeseen circumstance or because Crowdfunding Service Provider are carrying out planned maintenance.

2.7. Crowdfunding Service Provider will not be liable to the Client for any loss or damage which the Client may suffer as a result of the Website or Crowdfunding Platform being unavailable at any time for any reason.

2.8. The Crowdfunding Service Provider may make changes in the Crowdfunding Platform, including expanding, changing, or removing its functions, at its own discretion at any time without asking permission of the Clients or giving prior notice to the Clients. Among other, the Crowdfunding Service Provider may terminate the operation of the Crowdfunding Platform at its own discretion at any time.


3. Crowdfunding Platform and Crowdfunding Service Provider’s Role

3.1. The Crowdfunding Platform is a direct lending platform that matches business funding interest of Investors and borrowing interest of the Project Owners through the use of a Crowdfunding Platform and which includes granting of Loans.

3.2. Crowdfunding Service Provider’s role is to:

3.2.1. operate and manage the Website and Crowdfunding Platform;
3.2.2. match Clients (Investors) with Project Owners (Borrowers);
3.2.3. facilitate lending transactions between Clients (Investors) and Project Owners (Borrowers);
3.2.4. perform intermediary services (Crowdfunding Service).


4. Crowdfunding Service and Rights of the Crowdfunding Service Provider

4.1. Crowdfunding Service includes:

4.1.1. assessing the creditworthiness of Project Owners;
4.1.2. preparing Loan Agreements and Agreements for Clients and Project Owners;
4.1.3. providing Project Owners with the necessary pre-contractual, contractual, and post-contractual documentation and information;
4.1.4. collecting and distributing payments received by Crowdfunding Service Provider from Project Owners and guarantors (including all collections and enforcement activity) which are due to the Client;
4.1.5. enforcing any other rights that the Client or Crowdfunding Service Provider might have under Loan Agreements or Agreements;
4.1.6. responding to, and seeking to resolve, all complaints or disputes concerning Loan Agreements;
4.1.7. making amendments or variations to Loan Agreements, security documents and guarantees.

4.2. The Client authorises Crowdfunding Service Provider to provide or arrange the provision of the Crowdfunding Service to the Client.

4.3. Crowdfunding Service does not include:

4.3.1. guaranteeing or otherwise underwriting the availability or accessibility of funds to the Clients, or ensuring the performance of the financial obligations of the Client(s);
4.3.2. accepting deposits or other refundable instruments or giving of Loans or other financings on its own account or behalf;
4.3.3. providing investment advice or legal advice;
4.3.4. provision of payment services.

4.4. In connection with Crowdfunding Services, Crowdfunding Service Provider collects business, financial and personal information from a Project Owner and from third parties when the Project Owner applies for a Loan, but Crowdfunding Service Provider cannot guarantee its accuracy. Accordingly, Crowdfunding Service Provider accepts no responsibility or liability for inaccuracy of such information. Crowdfunding Service Provider may from time to time update the information Crowdfunding Service Provider publishes when Crowdfunding Service Provider is provided with new or additional information, but Crowdfunding Service Provider shall have no obligation to do so.

4.5. No information, activity or process undertaken, or outcome reached, in connection with the provision of Crowdfunding Service (including the credit assessment of Project Owners) is intended to constitute or be construed as advice, recommendations or guarantee by Crowdfunding Service Provider or any company related to Crowdfunding Service Provider as to the creditworthiness of any Project Owner, the amount of payments Client might receive, or the likelihood of payment defaults that may occur, in relation to any Loan.

4.6. The Crowdfunding Service Provider shall enable the registered Clients of the Crowdfunding Platform to use the Crowdfunding Platform for its intended purpose.

4.7. Crowdfunding Service Provider, in its sole discretion, may restrict Client’s right to use Website or Crowdfunding Platform at any time, in full or to a limited extent, if Client disseminates false, misleading or offensive information about the Crowdfunding Platform, Crowdfunding Service Provider, Project Owner, Crowdfunding Projects, etc., to the public or for other actions or omissions of the Client that harm interests of other Clients, Crowdfunding Platform, Crowdfunding Service Provider, Project Owner, Crowdfunding Projects.

4.8. Should any applicable laws or regulations of countries where Project Owners, Clients or Investors reside or operate change to the extent that prevents the Crowdfunding Service Provider to operate in these countries, Crowdfunding Service Provider, in its sole discretion, may restrict Client’s right to use Website or Crowdfunding Platform at any time, in full or to a limited extent in order to comply with requirements of the said laws and regulations.

4.9. The Crowdfunding Service Provider has the sole right to change the Crowdfunding Platform’s functionality and Terms and Conditions without advance notice, including limiting or adding functionality to the Crowdfunding Platform.

4.10. The Crowdfunding Service Provider performs an administrative function in the execution and performance by the Clients of loan documents with the view to facilitating loans to Project Owners and communication between Clients. When collecting any amounts owed by the Borrower, the Crowdfunding Service Provider acts at its own discretion on the basis of what the Crowdfunding Service Provider considers to be (according to the Crowdfunding Service Provider’s experience) in the best interests of the Investor.

4.11. Usually the Crowdfunding Service Provider is not a party to the Loan Agreements entered into via the Crowdfunding Platform but in certain cases the Crowdfunding Service Provider is entitled to rely on the provisions of the Loan Agreement and demand performance of certain provisions of the Loan Agreement. Furthermore, the Crowdfunding Service Provider may consider becoming a party to the Loan Agreement should it be in the interests of Clients, Project Owners, or Crowdfunding Service Provider.

4.12. Permission for a Client to make a loan request and assigning a risk category to it in the Crowdfunding Platform does not constitute any of the following:

4.12.1. an investment recommendation or other endorsement by the Crowdfunding Service Provider in respect of the relevant loan request;
4.12.2. the Crowdfunding Service Provider’s confirmation or any other indication that the person making the loan request is creditworthy;
4.12.3. the Crowdfunding Service Provider’s confirmation that the relevant project is viable;
4.12.4. the Crowdfunding Service Provider’s confirmation that the Investor will get the relevant investment back or make any profit from it.


5. Governing Law and Jurisdiction

5.1. These Terms and Conditions are governed by Estonian law.

5.2. The Estonian courts will have non-exclusive jurisdiction over any claim (including non-contractual claims) arising from, or related to, a Website or Crowdfunding Platform although Crowdfunding Service Provider retains the right to bring proceedings against Client for breach of these Terms and Conditions in the Client’s country of residence or any other relevant country. 


6. Fees and Expenses

6.1. All expenses and fees related to the use of the Crowdfunding Platform shall be paid by the Client according to the Crowdfunding Platform’s price list accessible at http://www.crowdestor.com/price. The Crowdfunding Service Provider shall automatically debit (without an additional authorization from the Client) the expenses and fees from the Client Account for the transaction in relation to which the Crowdfunding Service Provider has the right to request reimbursement of expenses or payment of a fee.

6.2. Unless stated otherwise in the principal loan terms, the Client (Project Owner or Borrower) undertakes to pay the following fees to the Crowdfunding Service Provider:

6.2.1. fees according to the Loan Agreement, the Agreement, and other agreements, including structuring fees and administration fees;

6.2.2. all costs related to the conclusion of Loan, mortgage, and pledge agreements (incl. registration of pledges or mortgages);

6.2.3. other fees agreed on in the principal Loan terms or stipulated in the Crowdfunding Service Provider’s documents. The exact amount of each fee is provided for in a separate pricelist.


7. Client Account 

7.1. To use the Crowdfunding Platform Client is required to register a Client Account in their name.

7.2. By registering as a Client and creating a Client Account with the Crowdfunding Platform, the Client agrees with Terms and Conditions and thereby an agreement under these Terms and Conditions is concluded between the Client who registers a Client Account and the Crowdfunding Service Provider.

7.3. The Crowdfunding Service Provider reserves the right to amend or supplement the Terms and Conditions or lay down additional conditions. These amendments and supplementations shall enter into force from the moment when the Client has agreed with the new Terms and Conditions via the Crowdfunding Platform.

7.4. By commencing the use of the Crowdfunding Platform, the Client confirms to have read the Terms and Conditions, understood them, and agreed to them.

7.5. Upon registration the Crowdfunding Service Provider will conduct a background check of the private person registering the Client Account which will include a review procedure in accordance with the Crowdfunding Service Provider’s anti-money laundering policy. A person applying for registration of a Client Account is required to submit to the Crowdfunding Service Provider any and all information that the Crowdfunding Service Provider requests. Only private persons who have passed the Crowdfunding Service Provider’s background and Provider’s anti-money laundering check to the extent that the Crowdfunding Service Provider deems necessary can register a Client Account to their name. The Crowdfunding Service Provider has the unilateral right to refuse to open a Client Account.

7.6. Upon registering a Client Account, a person enters their contact information and other data required by the Crowdfunding Service Provider into the respective environment and selects a unique clientname and password.

7.7. The Crowdfunding Service Provider shall have the right to limit the rights of certain groups of Clients (e.g. of persons who give loans via the Crowdfunding Platform) in terms of specific usage rights, including limiting access and/or usage rights with respect to certain parts of the Crowdfunding Platform. The Crowdfunding Service Provider does not have to ask for a separate consent from the Client when the Crowdfunding Service Provider wishes to execute the limitation of the rights of certain groups of Clients.

7.8. To enter the Crowdfunding Platform, a Client is required to enter their clientname and password. To use the Crowdfunding Platform, the Crowdfunding Service Provider may unilaterally request the Client to identify him/herself via ID card, Mobile-ID, bank link or any other identification method acceptable to the Crowdfunding Service Provider. In order to submit declarations of intent and give approvals that bear legal consequences, the Crowdfunding Service Provider may request the verification of the Client’s signature via ID card, Mobile-ID, bank link or mobile communication or any other authentication method.


8. Payments

8.1. Client Account is designed for the purpose of performing transactions via the Crowdfunding Platform.

8.2. To perform transactions via the Crowdfunding Platform, Client must transfer funds to the Crowdfunding Service Provider Client Account. Client is required to indicate the individual reference number generated by the Crowdfunding Platform for the Client Account in the payment order.

8.3. The Client Account shall reflect the sum of funds transferred by the Client to the Crowdfunding Service Provider for the purposes of performing transactions via the Crowdfunding Platform and the funds received from other Clients as a result of transactions concluded by the Client via the Crowdfunding Platform. The sums payable to other Clients as a result of transactions made by the Client via the Crowdfunding Platform and sums subject to payment or compensation according to the Terms and Conditions to the Crowdfunding Service Provider shall be deducted from the Client Account.

8.4. The Client can make declarations of intent via the Crowdfunding Platform, including making offers to execute transactions via the Crowdfunding Platform and conclude transactions, only if the Client Account has a non-booked positive balance in the amount necessary for the transaction (i.e. a sum that is sufficient for performing the obligations of the Client related to the respective transaction to the other party of the transaction and the Crowdfunding Service Provider) at the time of making the offer and concluding a transaction.

8.5. The Client may transfer funds to the Crowdfunding Service Provider only from a bank account registered to the name of the Client in a licensed credit or payment institution, which is registered or operating in a state which is a Contracting Party to the European Economic Area Agreement or in a state where equivalent money laundering and terrorist financing prevention measures have been implemented.

8.6. The Crowdfunding Service Provider shall have the right to request documents, which confirm compliance of the bank account with the conditions referred to herein.

8.7. If the bank account from which a transfer was made to the Crowdfunding Service Provider does not belong to the respective Client or does not meet any other conditions,  the Crowdfunding Service Provider shall have the right to transfer the sum back to the person who made the transfer and request from the Client compensation of expenses related to returning of the payment (automatically deducting them from the Client Account).

8.8. Unless provided otherwise in the Terms and Conditions, the Client may request from the Crowdfunding Service Provider, to the extent of the positive balance of the non-booked funds reflected in the Client Account, payment of the funds reflected in the Client Account to the Client, by giving a payment order to the Crowdfunding Service Provider via the respective application of the Crowdfunding Platform. The abovementioned order shall be considered as instructions of the Client to the Crowdfunding Service Provider to transfer the sum referred to in the order (to the extent of the non-booked positive balance of the account) via a bank transfer to the bank account of the Client.

8.9. The Crowdfunding Service Provider shall make payments to the Client only to the bank account disclosed to the Crowdfunding Service Provider by the Client. The Client has the right to request from the Crowdfunding Service Provider to make the payments only to the bank account registered to the name of the Client in a licensed credit or payment institution, which is registered or operating in a state which is a Contracting Party to the European Economic Area Agreement or in a state where equivalent money laundering and terrorist financing prevention measures have been implemented.

8.10. The Crowdfunding Service Provider shall have the right to refuse to make a payment to the bank account that does not belong to the Client or does not meet any other conditions (the Crowdfunding Service Provider shall have the right to request documents, which confirm compliance of the bank account with the conditions referred to herein).

8.11. If a Client wishes to change the Client’s bank account number previously provided to the Crowdfunding Service Provider, the Client shall inform the Crowdfunding Service Provider of the new bank account number via the respective application of the Crowdfunding Platform, thereby confirming that the bank account has been opened in the name of the Client and complies with other terms and conditions mentioned before.

8.12. The Client shall cover the transfer expenses for the transfers made by the Client to the Crowdfunding Service Provider. Expenses related to the payments made by the Crowdfunding Service Provider to the Client and other expenses related to the payments made for the purposes of execution of transactions and activities by the Client shall be reimbursed to the Crowdfunding Service Provider by the Client according to the price list established by the Crowdfunding Service Provider. The Crowdfunding Service Provider shall have the unilateral right to change the price list by publishing the new price list in the Crowdfunding Platform at least 5 (five) working days before its entry into force.

8.13. No other financial obligations can be fulfilled, or payments made through the Client Account. Among other things, it is forbidden to make payments from one Client Account to another Client Account, except for the payments made automatically and according to the Terms and Conditions by the Crowdfunding Platform for the purposes of executing the transactions concluded through the Crowdfunding Platform.


9. Separation of Funds

9.1. As a mandatary rule, the Crowdfunding Service Provider shall keep the funds transferred to them by the Clients in the bank account, which the Crowdfunding Service Provider has opened on its name solely for this purpose in a licensed credit or payment institution, which is registered or operating in state, which is a Contracting Party to the European Economic Area Agreement.

9.2. The funds on the Crowdfunding Service Provider’s respective bank account are excluded from the Crowdfunding Service Provider assets. The Crowdfunding Service Provider shall keep the funds of the Clients separately from its own funds. 

9.3. The funds transferred by the Client to the bank account of the Crowdfunding Service Provider shall belong to the Client to the extent of the positive balance of the Client Account. The Crowdfunding Service Provider shall not calculate interest on the funds of the Client kept with the Crowdfunding Service Provider and no such interest shall be payable to the Client.


10. Loan Agreements

Conclusion of Loan Agreements

10.1. If Project Owner wishes to borrow funds from Clients for financing, Project  Owner uses the Crowdfunding Platform for borrowing the funds and submits to the Crowdfunding Service Provider any and all data required by the application, including data concerning the Project Owner, maximum amount of Loan, minimum amount of Loan, interest, Loan Period and data concerning the Crowdfunding Project. Upon submitting a Crowdfunding Offer for borrowing funds, the Project Owner shall approve the conditions of the Loan Agreement to be concluded with the Clients who wish to lend funds.

10.2. The information prepared by Project Owner for borrowing funds is published to other Clients in the Crowdfunding Platform in its full extent along with the data on the Borrower and any other additional data the Crowdfunding Service Provider considers necessary and which the Crowdfunding Service Provider at their own discretion has verified. Publication of information shall mean a binding offer for borrowing funds.

10.3. The Crowdfunding Service Provider shall have rights to change terms of the Loan Agreement in accordance with these Terms and Conditions. Among other it shall mean that the Crowdfunding Service provider may extend Loan repayment periods (or any individual instalments thereof), impose operational requirements or restrictions upon the Borrower, or agree with the Borrower on terms and conditions for repayment of the Loan.

Lending Funds

10.4. A Client who wishes to lend funds selects a Clients Account through which the Loan Agreement is concluded. A Client can lend funds only from the non-booked funds that are displayed as a positive balance on the Client Account. A Client cannot lend funds if the amount of loan to be lent and the sum paid to the Crowdfunding Service Provider upon executing the transaction exceed the non-booked positive balance on their Client Account.

10.5. To lend funds, Client shall submit, through the respective application of the Crowdfunding Platform, a declaration of intent to lend funds (i.e. an acceptance to lend funds). The Client specifies the amount of Loan offered and approves the conditions for the Loan (lending funds according to the Crowdfunding Offer submitted by the borrowing Client (Project Owner) and terms and conditions of a Loan Agreement established by the Crowdfunding Service Provider). The terms and conditions of the loan that are not specified in the acceptance to lend funds or the Crowdfunding Offer submitted by the borrowing Client shall be governed by the terms and conditions of a Loan Agreement established by the Crowdfunding Service Provider. The acceptance to lend to the borrowing Client (Project Owner) shall be binding to the lending Client (Investor). The lending Client (Investor) cannot unilaterally withdraw or cancel the confirmed acceptance, unless provided differently by imperative legal provisions or the Loan Agreement.

10.6. By confirming the acceptance to lend, the Client shall authorise the Crowdfunding Service Provider to book the positive balance on the lending Client Account in the extent of the Loan amount indicated in the acceptance and the sum payable to the Crowdfunding Service Provider upon the execution of the transaction (i.e. the respective sum cannot be used for making other transactions or no requests can be made to have it transferred to the Client’s bank account). If the borrowing Client withdraws from the Loan Agreement, the Crowdfunding Service Provider shall automatically release the booked sum.

10.7. With the confirmation of the acceptance to lend, a Loan Agreement is concluded between the lending Client and the borrowing Client. Such agreement shall be considered as concluded from the moment when the lending Client accepts the Crowdfunding Offer. The Loan Agreement shall become effective with the confirmation of the acceptance to lend. The confirmation must be confirmed with the digital signature or an equal means for identification and signing.

10.8. If Loan Agreements in at least the minimum total Loan amount have been concluded with the borrowing Client, the Crowdfunding Service Provider shall settle the amounts booked on Client Account after the submission of acceptance as follows. The Crowdfunding Service Provider shall automatically debit the lending Client Account by the Loan amount and credit the borrowing Client Account by the Loan amount. The Crowdfunding Service Provider shall automatically debit both parties’ Client Accounts in the extent of the sum payable to the Crowdfunding Service Provider for the execution of this transaction.

10.9. The Client agrees and authorizes the Crowdfunding Service Provider, and the Security Agent, to perform all necessary actions on behalf of the Client to recover the issued Loan and to realize the Collateral. The Client authorizes Crowdfunding Service Provider to represent the Client in any and all claims and negotiations against and with the Borrower, including authority to extend the repayment term of the overdue amounts, agree on assigning the debt to third party service providers and raising claims in the court (including rights to realize the Collateral) on behalf of the Client. The Client agrees that Crowdfunding Service Provider may apply debt recovery fee for the recovered funds in accordance with the Crowdfunding Service Provider’s price list. The Client further authorizes the Crowdfunding Service Provider and the Security Agent to submit collection of the Loan to third party service providers (debt collection service providers).

10.10. The Client agrees to avoid taking any individual action in connection with the recovery of the Loan while such action is taken by the Security Agent or another person authorized by the Crowdfunding Service Provider until the moment when the Security Agent or another person authorized by the Crowdfunding Service Provider has exhausted remedies or actions described in the Crowdfunding Service Provider’s Debt Collection Procedure.
Borrowing Funds
10.11. If not stated otherwise in these Terms and Conditions or in the Loan Agreement, all fees, as well as the costs related to the conclusion of Loan, mortgage and pledge agreements (incl. registration of pledge) shall be paid to the Crowdfunding Service Provider from the Loan amount immediately before the transfer of the Loan amount to the Borrower. The Crowdfunding Service Provider may withhold the fees from the Loan amount by transferring the Loan amount to the Borrower or fees shall be paid as stated in the principal Loan Agreement. The Borrower must pay the fees in euros in full and the Borrower may not perform the obligation to pay the relevant fee by way of set off or make any withholdings or other deductions from the amount to be paid without the consent of the Crowdfunding Service Provider, unless stated otherwise in these Terms and Conditions or the Loan Agreement. 

10.12. The Crowdfunding Service Provider may at its own discretion unilaterally waive any fees to be paid to the Crowdfunding Service Provider and/or the Security Agent based on these Terms and Conditions and/or loan documents or decrease the amount of the relevant fees unilaterally.


11. General Rights and Obligations of the Client

11.1. In addition to other obligations set forth in the Terms and Conditions, the Client shall be obliged:

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

11.1.2. to use the Crowdfunding Platform through web browsers intended for general purposes. It is forbidden to use, including but not limited to, robots, spiders, scrapers and other automatic data entry and processing devices;

11.1.3. to submit only truthful data and information upon registering the Client Account. The Client shall be liable for the damages caused by the violation of the obligation set forth herein with respect to the Crowdfunding Service Provider and other Clients. The Crowdfunding Service Provider does not verify the correctness of the information submitted by the Clients and shall not take any responsibility for the correctness and truthfulness of the data submitted by the Clients;

11.1.4. to safeguard the data and devices necessary for logging in to the Client Account of the Crowdfunding Platform, including the ID card, respective passwords and Client IDs and authentication devices in a manner that prevents third parties from gaining possession of them. However, if a third party enters the Crowdfunding Platform through Client Account, any and all provisions arising from the Terms and Conditions shall apply;

11.1.5. to inform the Crowdfunding Service Provider immediately about the risk of unauthorised use of the Client Account that may occur;

11.1.6. to inform the Crowdfunding Service Provider as soon as possible of any changes in the data submitted upon opening the Client Account.

11.2. In addition to other rights set forth in the Terms and Conditions, a registered Client shall have the right to:

11.2.1. enter the Crowdfunding Platform by using logging in functionality, which is secured by the necessary measures determined at the Crowdfunding Service Provider’s discretion;

11.2.2. use the functionalities of the Crowdfunding Platform if the Client complies with the requirements established for using the specific functionality;

11.2.3. review the Client data saved by the Crowdfunding Service Provider, amend such data, and request the Crowdfunding Service Provider to cease processing;

11.2.4. with prior consent of the Crowdfunding Service Provider, authorise Client’s representative to use Client’s Client Account and register them as the authorised Client of the Client Account;

11.2.5. provide feedback regarding the services offered by the Crowdfunding Platform and respond to the surveys, including the service quality assessments, carried out by the Crowdfunding Service Provider.

12. Investor Meeting

12.1. The Client agrees that all changes to the Crowdfunding Project that affect or relate to the Loan repayment term (its modification, suspension, extension, etc.), debt collection decisions, etc. may be adopted by the Investor Meeting should such Investor Meeting be organized by the Crowdfunding Service Provider.

12.2. The Investor Meeting is chaired, organized, and announced (convocated) by the Crowdfunding Service Provider. The Crowdfunding Service Provider announces the meeting via the Crowdfunding Platform and informs the Investors on format of the Investor Meeting (for example, online voting). Decision on announcement (convocation) of the Investor Meeting is at the sole discretion of the Crowdfunding Service Provider.

12.3. Prior to the Investor Meeting the draft decisions on proposed action models is prepared by the Crowdfunding Service Provider and published on the Crowdfunding Platform. The Investor Meeting can choose and vote for one of several future action models.

12.4. The draft decisions are visible only to Investors (lenders) who have invested (loaned funds) in the particular Crowdfunding Project. The decision is taken by voting. The number of votes an Investor has at the Investor Meeting is determined according to the amount invested (loaned) by the Investor in the Crowdfunding Project, assigning one vote for each whole euro invested (loaned). The Investor meeting shall adopt a decision by a simple majority of votes. The draft decision shall be deemed adopted if 50% of all votes in the Crowdfunding Project (including votes of Investors in a specific Crowdfunding Project that are not present in the meeting) plus one vote are in favour the draft decision. The Investor Meeting decision is binding to other Investors in a specific Crowdfunding Project. If none of the proposed draft decision are adopted, further course of action is determined by the Crowdfunding Service Provider.


13. Processing of Client Data

13.1. For the purposes of these Terms and Conditions, personal data shall be any and all data and information on a Client who is a private person, which the Client has disclosed upon registering their Client Account, using the Crowdfunding Platform and making declarations of intent via the Crowdfunding Platform. The personal data that the Crowdfunding Service Provider has learned about such Client from third parties and stores or processes, is considered personal data.

13.2. By registering a Client Account and/or disclosing data, the Client shall confirm that they are aware of and consent to the fact that any and all legally collected data regarding the Client which are in the possession of the Crowdfunding Service Provider, regardless of their origin, shall be processed by the Crowdfunding Service Provider for the purposes related to the possibilities of use of the Crowdfunding Platform and to the extent necessary for it.

13.3. A Client, who is a private person, has the right to withdraw their consent for processing personal data at any time. The person may request the cease of processing the personal data, terminate the access to the data and request deletion or closing the collected personal data. This is possible if the Client has no on-going process of concluding an agreement via the Crowdfunding Platform and no valid agreement concluded via the Crowdfunding Platform, and provided that the legal acts do not oblige the Crowdfunding Service Provider to save data. Upon withdrawing the consent to process personal data the respective Client Account shall be closed.

13.4. The Crowdfunding Service Provider shall be obliged to keep the Clients’ data confidential and follow any and all rules arising from applicable law.

13.5. The Crowdfunding Service Provider shall have the right to disclose Client’s personal data to third parties (https://www.veriff.com for identity verification), including other Clients, only in cases set forth in the law and Terms and Conditions.

13.6. The Crowdfunding Service Provider shall have the right to disclose (personal) data of a Client to persons belonging to the same group as the Crowdfunding Service Provider and persons who provide the Crowdfunding Service Provider with legal assistance, accounting, auditing or any other services, which presume processing of Clients’ personal data, provided that the respective service provider has undertaken the obligation towards the Crowdfunding Service Provider not to disclose the respective personal data to third parties.

13.7. The Crowdfunding Service Provider shall have the right to use the e-mail address and mobile phone number of a Client for the purposes of forwarding to the Client information, advertising and offers from the Crowdfunding Service Providers or its cooperation partners. The Client shall have the right to choose, which notifications and offers they wish to receive through the Crowdfunding Platform and refuse to receive offers from the Crowdfunding Service Provider and their cooperation partners, without their respective query through the Crowdfunding Platform.

13.8. Crowdfunding Service Provider is entitled to request information from the Client in accordance with anti-money laundering procedures at any time on its own initiative or in cases when required by law or required by the competent authority. The Client may be required to provide information, including, but not limited to, the Client's source of income, its amount, or the origin of funds. The Client is obliged to submit this information to Crowdfunding Service Provider within 30 days from the date of the request. If the Client fails to provide the requested information, this may result in termination of cooperation with the Client or restriction of the services available to the Client on the Crowdfunding Platform.


14. Intellectual Property

14.1. Any and all intellectual property rights to the Crowdfunding Platform, including the structure, web design elements, texts and other components of the Crowdfunding Platform, and the intellectual property rights related to them (including the intellectual property rights to trademarks, logos, brands, software, databases, news, messages, texts, graphic, musical and other design) belong to the Crowdfunding Service Provider, unless the rights of another person are referred to with regard to a component, or information has been entered by the Clients of the Crowdfunding Platform. Clients shall not be allowed to change, reproduce, disseminate, process, translate, make extracts from, forward, include in other databases or make public the Crowdfunding Platform or any of its contents or components or use it in any other manner that is beyond the intended purposes of the Crowdfunding Platform without the prior written consent of the Crowdfunding Service Provider.

14.2. The Client shall not be allowed to grant sub-licences for using the Crowdfunding Platform or any of its contents or components or create new objects of intellectual property based on them.

14.3. The Clients are allowed to publish only such material in the Crowdfunding Platform for which they have intellectual property rights to the extent that is necessary for publishing the respective materials in the Crowdfunding Platform. A Client shall be fully responsible for the materials published in the Crowdfunding Platform by them.

14.4. With publishing of any material in the Crowdfunding Platform by the Client, the Client shall give their unconditional and free consent to the Crowdfunding Service Provider to store, disseminate and publish such material in accordance with the Terms and Conditions and to change or process in any other manner to the extent that is necessary for the intended use of the Crowdfunding Platform.

15. Liability

15.1. Among other, the Crowdfunding Service Provider and Security Agent are not liable for:

15.1.1. the performance of a Project Owner’s (including Borrower’s) obligations;

15.1.2. the trueness or accuracy of information and/or confirmation(s) published or provided by a Project Owner (including a Borrower) in the Crowdfunding Platform or any loan document and no warranty or representation is made by either the Crowdfunding Service Provider or the Security Agent in respect of the same. This exclusion of liability shall also apply to any details and other information published in the Crowdfunding Platform in respect of Crowdfunding Projects and Clients;

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

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

15.1.5. the scope, content, suitability and enforceability of contracts and other legal documents used in the Crowdfunding Platform, including those used for the carrying out of transactions through the Crowdfunding Platform;

15.1.6. any bugs or disruptions that occur in the Crowdfunding Platform or amendments made in the Crowdfunding Platform or the consequences of termination of the operation of the Crowdfunding Platform;

15.1.7. the trueness and accuracy of any forecasts, including financial indicators and forecasts of any Crowdfunding Project, published in the Crowdfunding Platform and no warranty or representation is made by neither the Crowdfunding Service Provider nor the Security Agent in respect of the same;

15.1.8. any circumstances that derive from or depend on the identity of a Client;

15.1.9. any non-patrimonial damages, loss of profit or other indirect losses, or other damages caused as a result of its conduct other than intentional misconduct.

15.2. Although the Crowdfunding Service Provider shall take all measures to ensure correctness and reliability of information published in the Crowdfunding Platform, the Crowdfunding Service Provider shall not be liable for publishing incorrect or misleading information in the Crowdfunding Platform, or for a violation committed or being continuously committed through the Crowdfunding Platform, or consequences thereof, of which the Crowdfunding Service Provider is not aware or for which it has taken measures for correcting the information, ending a violation or eliminating consequences thereof.

15.3. The Crowdfunding Service Provider shall not be liable for the correctness and completeness of information received from third parties if the Crowdfunding Service Provider forwards or discloses it in the Crowdfunding Platform in the same format as it was forwarded or made available to the Crowdfunding Service Provider. If a Client discovers incorrectness of information contained in the Crowdfunding Platform, they shall be obliged to inform the Crowdfunding Service Provider as soon as possible.

15.4. The Crowdfunding Service Provider shall not be liable to other Clients or third parties if a Client violates an obligation set forth in the Terms and Conditions, any other agreement concluded with the Crowdfunding Service Provider, legal act or agreement concluded between Clients.

15.5. The Crowdfunding Service Provider shall be liable for the obligations arising from a transaction concluded through the Crowdfunding Platform only if the Crowdfunding Service Provider is a party to a specific transaction.

15.6. If a Client causes damages to the Crowdfunding Service Provider by violating any of the obligations, the Client shall be obliged to fully compensate the respective damages to the Crowdfunding Service Provider at first request.

15.7. The Crowdfunding Service Provider shall not be liable for the damages that were caused to a Client or third parties in relation to the fact that the Crowdfunding Service Provider used their legal remedies (e.g. removed information from the Crowdfunding Platform or limited access to it, limited or restricted Client’s access to their Client Account or Crowdfunding Platform).

15.8. The Crowdfunding Service Provider shall not be liable for temporary interruption in the access to the Crowdfunding Platform or its functionality.

15.9. The Crowdfunding Service Provider shall be liable only for the direct patrimonial damages to the Client caused by violation of the obligations of the Crowdfunding Service Provider’s due to gross negligence or intent. Other damages or loss of profit shall not be subject to compensation. The Crowdfunding Service Provider shall not be liable if a service provider or any other third party used by the Crowdfunding Service Provider causes the violation of obligations.


16. Duration of Use of the Crowdfunding Platform and Termination of Use

16.1. Client Accounts in the Crowdfunding Platform are opened without term. If a Client have no valid agreements concluded via the Crowdfunding Platform and Client no longer wish to use the Crowdfunding Platform, Client can close the Client Account and terminate the agreement concluded with the Crowdfunding Service Provider without advance notice.

16.2. The Crowdfunding Service Provider shall have the right to limit or cancel a Client’s right to use the Crowdfunding Platform and close a Client Account, as well as to terminate an agreement concluded with a Client at any time without advance notice if it appears that:

16.2.1. the Client violates or has violated the Terms and Conditions or any other Client obligations;

16.2.2. the Client does not accept new Terms and Conditions upon first logging in to the Crowdfunding Platform after the new Terms and Conditions have been made available in the Crowdfunding Platform;

16.2.3. the Client has submitted to the Crowdfunding Service Provider or other Clients data and/or information that is incorrect, misleading, and/or inaccurate;

16.2.4. upon using the Crowdfunding Platform, the Client behaves in bad faith, without dignity, illegally or in contradiction with the moral standards recognised in the society;

16.2.5. the Crowdfunding Service Provider has discovered a circumstance based on which there may be a suspicion that third parties have gained possession of the data and devices allowing logging in to the Client Account and the Crowdfunding Platform and the Client Account could be used by an unauthorized person.

16.2.6. Client has not provided to Crowdfunding Service Provider the information that Crowdfunding Service Provider requires to identify Client to carry out anti-money laundering and know-your-customer policies and procedures of Crowdfunding Service Provider and/or as required by law and within the deadlines stipulated by Crowdfunding Service Provider;

16.2.7. Crowdfunding Service Provider suspects money laundering, terrorism financing, or an attempt to do so, with the involvement of the Client or the Client Account;

16.2.8. Client is a person who is subject to international or national sanctions or is an affiliate of such person;

16.2.9. The Client disseminates false, misleading or offensive information about the Crowdfunding Platform, Crowdfunding Service Provider, Project Owner, Crowdfunding Offers, Crowdfunding Projects, etc., to the public or for other actions or omissions of the Client that harm interests of other Clients, Crowdfunding Platform, Crowdfunding Service Provider, Project Owner, Crowdfunding Offers, or Crowdfunding Projects.

16.3. The Crowdfunding Service Provider shall have the right to close the Crowdfunding Platform.

16.4. Upon closing the Crowdfunding Platform or if the Client can no longer use the Crowdfunding Platform:

16.4.1. the transactions made through the Crowdfunding Platform shall remain in force under the terms and conditions set forth therein and

16.4.2. the settlements arising from transactions made between the respective Client and other Clients shall thereafter take place through the bank accounts of the respective Client and other Clients on the basis of the payment orders given by such Clients. After the expiry of the right to use the Crowdfunding Platform, the Crowdfunding Service Provider shall not be responsible for making or receiving payments on behalf of the Clients);

16.4.3. The Crowdfunding Service Provider shall pay the positive balance registered in Client Account (as of the moment of expiry of the right to use the Crowdfunding Platform), deducting the sums payable to the Crowdfunding Service Provider, to the bank account of the Client within 10 (ten) working days from the expiry of the right to use the Crowdfunding Platform. Any amount that are added to the Client Account after the Client has lost the right to use the Crowdfunding Platform shall be transferred to the Client’s bank account within 10 (ten) working days after arrival to the Client Account.


17. Conduct in Case of Crowdfunding Service Provider insolvency

17.1. In the unlikely case Crowdfunding Service Provider becomes insolvent, no new Loan Agreements shall be concluded on the Crowdfunding Platform. Monetary funds equivalent to amount available on the Client Account (to the extent of the non-booked positive balance of the account) via a bank transfer shall be paid to the bank account of the Client.

17.2. If Crowdfunding Service Provider becomes insolvent it shall not prevent the Clients being entitled to receive complete information about the transactions concluded by them on the Crowdfunding Platform. In such case, Crowdfunding Service Provider concludes appropriate agreements with third parties regarding of Crowdfunding Platform data safekeeping.

17.3. Insolvency of Crowdfunding Service Provider do not affect the legal relations between the Client and the Project Owner and/or the Borrower.

17.4. In case of Crowdfunding Service Provider insolvency, Crowdfunding Service Provider takes all the necessary steps so that a third party takes over the administration and management of all obligations originating on the Crowdfunding Platform and for successful recovery of creditor assets.


18. Sending Notices

18.1. The notices sent to the Client’s mailbox (an e-mail address that the Client has provided to the Crowdfunding Service Provider) shall be considered as received within 24 hours of sending.


19. Entry Knowledge Test and Simulation of the Ability to Bear Loss

19.1. Before giving Client full access to Crowdfunding Offers, Crowdfunding Service Provider may assess whether and which Crowdfunding Services offered are appropriate for the Client.

19.2. For the purposes of the assessment Crowdfunding Service Provider has rights to request information about the Client’s basic knowledge and understanding of risk in investing in general and in the types of investments offered on the Crowdfunding Platform, including information about:

19.2.1. Client’s past investments in transferable securities or loan agreements, including in early or expansion stage businesses;
19.2.2. any relevant knowledge or professional experience in relation to crowdfunding investments.

19.3. Crowdfunding Service Provider may take the measures necessary to comply with above mentioned for each Client every two years.

19.4. If Client does not provide the information required, or where Crowdfunding Service Provider considers, on the basis of the information received that the Client has insufficient knowledge, Crowdfunding Service Provider informs Client that the services offered on Crowdfunding Platform may be inappropriate for them and give them a risk warning. That information or risk warning shall not prevent Client from investing in Crowdfunding Projects.


20. Secondary Market

20.1. The Crowdfunding Service Provider may implement a secondary market function on the Crowdfunding platform that allows Clients to buy and sell claims against the Borrowers.

If you have any questions or suggestions, please contact us via e-mail us: info@crowdestor.com.