1. Terms and Definitions
|Loan Agreement||A distance contract was concluded between Fundament and the Borrower with the purpose of granting a Loan to the Borrower.|
|Loan||The basic amount of an outstanding loan or a part thereof that has been borrowed by the Borrower on the basis of a Loan Agreement and which, on the basis of the terms of the Loan Agreement, shall be repaid to Fundament by the Borrower and assigned to the Assignee by Fundament.|
|Borrower||A legal person with whom Fundament has concluded a Loan Agreement on the basis of which Fundament undertakes to lend a specific amount according to the mutually agreed terms.|
|Service Charge||A charge specified in the list of charges that the User shall pay to Fundament for services provided on the basis of Terms and/or an Assignment Agreement.|
|Fundament||Fundament OÜ, registry code 999999999, who manages the Website and assigns a Claim to the Assignee.|
|Fundament’s Account(s)||Bank account(s) specified on the Website that belongs to Fundament and to which the User can transfer funds pursuant to the Terms, with the purpose of carrying out transactions on the Website, which will be kept separate from the assets of Fundament.|
|List of Charges||Charges specified on the Website that the User shall pay to Fundament for services provided on the basis of the Terms and/or an Assignment Agreement.|
|Assignment Agreement||An agreement for assigning a Claim which has been concluded between Fundament (as the Assignor) and the User (as the Assignee) and according to which Fundament assigns the User (the Assignee) the Claim arising from the Loan Agreement.|
|Assignee||A User who has purchased a Claim from Fundament on the grounds of an Assignment Agreement, thereby assuming the role of a Creditor instead of Fundament.|
|Working Day||Any day when banks in Estonia are open, except for Saturday, Sunday, national and public holidays.|
|Transaction Confirmation||Terms of an Assignment Agreement will be created automatically on the Website after the User selects the Claim and confirms the Claim Amount.|
|User’s Bank Account||An account that has been opened in a credit institution in the name of the User and which is subject to the Money Laundering and Terrorist Financing Prevention Act or other equivalent requirements regarding prevention of money laundering and terrorist financing arising from local laws, except when Fundament has accepted another account opened in the name of the User.|
|User ID||A personal number is assigned to each User and noted in the User Profile which Fundament can use to identify the User. The User ID must be used when making payments into Fundament’s Account.|
|User Profile||A service platform for a User registered on the Website that will be created automatically upon the registration of the User and that will be accessible to the User after the User enters their e-mail and password on the Website (login).|
|User’s Virtual Account||A virtual account that has been opened in the name of the User with the purpose to keep a record of monetary payments made on the Website through the User Profile.|
|User||A person registered on the Website as the User.|
|Agreement||An agreement concluded between the User and Fundament that governs the use of the Website and includes the Terms.|
|Minimum Claim Amount||The minimum Claim Amount that the User can purchase and that has been specified by Fundament on the Website.|
|Security||Mortgage, any commercial pledge, warranty or other security issued in favour of Fundament that guarantees the performance of the obligations arising from the Loan Agreement by the Borrower.|
|Terms||Current general Terms of Agreement that may be amended from time to time and that apply to all agreements concluded and transactions made by the User via the Website.|
|Website||Websites created and managed by Fundament that are grouped together under the domain www.fundament.trade and that allow the User to use different interactive services offered by Fundament via the specific Website.|
|Claim Amount||A sum of the Loan or a part thereof that Fundament assigns to the Assignee.|
|Claim Purchase Application||An application filled in by the User on the Website, with the purpose of purchasing (assigning) one or several Claims selected by the User.|
|Claim||A monetary claim or a part thereof against the Borrower arising from the Loan Agreement, which Fundament (as the original Creditor) assigns to the Assignee. According to § 164 of the Law of Obligations Act, a Claim can consist of a Loan, Interest and other ancillary claims that will be assigned in full or in part.|
|Interest||A charge calculated on the basis of the Loan Agreement that will be paid by the Borrower.|
|Parties||The User and Fundament.|
|Registration Application||An application filled in by the User on the Website with the purpose of getting access to services offered on the Website.|
Additional terms commonly used in the information published on the Website:
|LTV (loan-to-value)||Loan-to-value ratio is calculated as follows: the basic Loan amount (principal) divided by the market value of the property provided as Security for the Loan. Market value is determined by a certified, independent real estate valuer.|
|FLTV (future loan-to-value)||Future loan-to-value ratio is calculated as follows: the basic Loan amount (principal) divided by the expected market value of the property provided as Security for the Loan after specific refurbishment work and other value increasing activities have been completed in regard of the property. Expected market value is determined by a certified, independent real estate valuer, based on the property refurbishment or turn-around plan.|
|Mortgage||A registered pledge encumbering the property financed with the Loan, which entitles Fundament to enforce the Security by way of sale of the property, e.g. via an auction (see also “Foreclosure”), to pay off the Loan in the event the Borrower defaults on the Loan or otherwise fails to abide by the terms and conditions of the Loan Agreement.|
|Equity loan||Equity loans (also known as mezzanine loans) are loans not secured directly by a mortgage on the property financed with the Loan but by other types of collateral or personal guarantees provided by the Borrower. Such loans may be subordinated to another more senior lender such as a bank that has established a first ranking mortgage on the property. The term “equity loan” is used in this case as such loans usually provide capital filling the “gap” between initial funds provided by the equity investors and a senior bank loan.|
|Foreclosure||A legal process by which the outstanding obligations of a Borrower who has stopped making payments in line with the Loan Agreement or has otherwise failed to comply with the terms and conditions of the Loan Agreement are recovered by enforcing the sale of the property and other assets used as Security for the Loan.|
|Mezzanine||See description under “Equity”.|
|Personal guarantee (suretyship)||An obligation undertaken by a natural person (the guarantor or the surety) to pay the debt owed by a third party (the debtor) to the creditor if the debtor fails to pay the debt themselves.|
|Corporate guarantee||An obligation undertaken by a legal person, e.g. a company or an organisation (the guarantor), to pay the debt owed by a third party (the debtor) to the creditor if the debtor fails to pay the debt themselves.|
2. User Registration and Creation of a User Profile
2.1. Only registered users who have concluded an Agreement with Fundament may use the Website and services offered on the Website.
2.2. To submit a Registration Application and to conclude an Agreement, the User must meet the following requirements (and the User confirms that they will meet such requirements during the whole period of use of the Website):
2.2.1. the User is a natural or legal person;
2.2.2. if the User is a natural person, they must be at least 18 years old;
2.2.3. the User owns a bank account and has the right to use the account and funds on it (if available);
2.2.4. the User is not subject to insolvency proceedings and has not been declared insolvent;
2.2.5. the User’s active legal capacity has not been restricted.
2.3. The User confirms that they have full passive and active legal capacity and that they are not under the influence of alcoholic, narcotic, psychotropic, toxic or other intoxicating substances at the moment of submitting the Registration Application and concluding the Agreement.
2.4. The User shall register on the Website by filling in the Registration Application and agreeing to the Terms. Upon registration the User will receive a unique User ID. After the registration the Website automatically creates a User Profile for the User.
2.5. To gain access to their User Profile, the User of Fundament must identify themselves with the e-mail and password that they have specified at the moment of registration as the User or that they have changed at a later time according to the instructions on the Website.
2.6. If the User who has concluded the Agreement is a legal person, Fundament shall have the right to recognize an authorised person whose right of representation has been registered with Fundament as the User.
2.7. In order to conclude an Agreement, use the services offered on the Website and purchase the Claims, the User must perform actions specified in Chapter 3 of the Terms that allow Fundament to verify the User.
2.8. Fundament shall have the right to refuse from registering a new User on the Website without disclosing the reason for such refusal.
2.9. The User Profile is individualised and only the owner of the User Profile (the User) shall have the right to log into it and use it. The User shall be responsible for assuring, that unauthorised persons could not use their e-mail, password or other means of identification to access their User Profile.
3. User Identification and Transaction Confirmation
3.1. Fundament shall verify the User in accordance with the internal provisions of Fundament, which require the User to transfer in any event a sum of money from the User’s Bank Account to Fundament’s Account. In such case Fundament will verify the User on the basis of information received from the bank. The User shall specify their User ID in the details of payment of the aforementioned payment.
3.2. To identify a User, Fundament shall have the right to contact the User at its own discretion and at any time with a request for additional documents or information, and to unilaterally establish additional requirements for user verification, and to make changes to the verification process of a User.
3.3. The Agreement between Fundament and the User shall be deemed to have been concluded and having entered into force from the moment when the User accepts the current Terms via the Website and Fundament verifies the User. Fundament shall inform the User on the conclusion of the Agreement by sending a corresponding written notice to the e-mail of the User. The User can review the concluded Agreement and (all) Assignment Agreement(s) on their User Profile.
3.4. By submitting a Registration Application in accordance with the Terms and by transferring funds into Fundament’s Account the User confirms their wish to use the Website and services offered on the Website in accordance with the terms of the Agreement.
3.5. To submit a Registration Application and to log into their User Profile, the User must enter their e-mail and password. Fundament shall have the right to demand at its own discretion additional information to be submitted by the User.
3.6. Operations carried out through the User Profile after logging in shall be deemed to have been made personally by the User (even if such an operation was not carried out by the User or with their authorisation). All payments, payment orders, orders, applications, agreements and other documents that have been authorised or submitted by the User after logging into the Web Page (i.e. carried out via the User Profile) shall be binding on the User and Fundament.
3.7. The password of the User is confidential and the User and Fundament undertake to not disclose it to third persons. The User undertakes to keep the password safe and to change/update the password regularly (at least with the frequency required by Fundament).
3.8. If the User’s password has become known or might have become known to a third person, the User shall immediately notify Fundament of such circumstances in writing or by phone, after which Fundament shall block access to the User Profile. The access to the User Profile shall remain blocked until the User is given a new password on the basis of their application, and the User submits Fundament a request for the reopening of their User Profile.
3.9. Fundament shall have the right, but not an obligation, to block access to the User Profile if Fundament suspects unauthorised access to the User Profile, including when Fundament suspects that the password of the User has become or might have become known to third persons, or if Fundament suspects that unlawful transactions have been carried out; also in other cases according to the discretion of Fundament, in order to ensure the security of the services offered on the Web Page and the dignity of the User and/or other customers of Fundament; or in order to prevent possible damage to Fundament or its customers.
3.10. Fundament shall have the right to decline or cancel a Claim Application, to terminate an Agreement, to return the funds transferred to Fundament’s Account and/or to withdraw from / cancel any transaction when:
3.10.1. the User does not follow the Terms;
3.10.2. Fundament has suspicions in regard to the identity of the User and Fundament has not received the information from the User required for the identification of the User in a timely manner;
3.10.3. Fundament wishes to specify circumstances related to a transaction but the User has not submitted the requested information on time;
3.10.4. an order given by the User is unclear or distorted due to disruptions in communication;
3.10.5. the User does not respond to requests made by Fundament within the required time limit;
3.10.6. the Claim specified in the Claim Purchase Application cannot be assigned to the User for any reason;
3.10.7. in other cases at the discretion of Fundament.
4. User’s Virtual Account, Fundament’s Account and Payment Terms
4.1. Simultaneously with user registration and creation of the User Profile, the User’s Virtual Account will be created on the User Profile.
4.2. The performance of all monetary obligations that have been created as a result of transactions carried out via the Website and on the basis of the Agreement shall take place through the User’s Virtual Account, unless specified otherwise in the Terms. In order to use services offered on the Website, the User must transfer funds to Fundament’s Account.
4.3. The User shall transfer funds to Fundament’s Account solely in their own name and from the User’s Bank Account, or by using another account opened in the name of the User and accepted by Fundament. The respective funds will be reflected on the User’s Virtual Account and they can only be used for the performance of obligations of the User arising from the transactions carried out via the Website or the Agreement.
4.4. The User undertakes to specify their User ID in the details of all payments transferred to Fundament’s Account. If a payment is made without the User ID, Fundament shall have the right to deem the payment to have not been made until the determination of the purpose of such payment.
4.5. Fundament shall use the funds transferred by the User to Fundament’s Account only in accordance with the Terms of the Agreement and the Assignment Agreement.
4.6. The funds transferred to Fundament by the User in accordance with these Terms are defined, for the purposes of § 626 of the Law of Obligations Act, as assets handed over to the mandatary for performance of the mandate. The sum in the bank is essentially a claim (against the bank) that Fundament has acquired on the behalf of the User and that can only be use for performing the mandate. Consequently, the respective funds will be separate from the assets of Fundament and will not be reflected in the financial reports of Fundament. The User confirms that by making payments to Fundament’s Account they do not transfer such funds to the assets of Fundament.
4.7. All payments made to Fundament’s Account shall be made in euros or in other currency accepted by Fundament and accordingly specified on the Website. If the User makes a payment in another currency than euro, Fundament shall have the right to convert the respective amount into euros in a credit or payment institution selected by Fundament, and at the exchange rate of the service provider or Eesti Pank on the date of receiving the payment. Any costs related to the payment or conversion shall be incurred by the User.
4.8. The User undertakes to ensure a sufficient amount of unreserved funds in the User’s Virtual Account in order to duly fulfil their obligations arising from transactions carried out via the Website. Otherwise, the User can not use the services offered via the Website.
4.9. The User may demand at any time that Fundament pay the unreserved funds reflected on the User’s Virtual Account from the User’s Virtual Account to the User in the extent of the positive balance, by issuing a respective payment order to Fundament. The User may only demand transfer of funds to the User’s Bank Account. All payments made by Fundament shall be in euros.
4.10. In order to ensure the performance of the obligations of the User arising from the Agreement and/or Assignment Agreement, including the payment of the Service Charge of Fundament and regarding transactions made via Auto Invest, Fundament shall have the right to make deductions from the payments made from Fundament’s Account to the User’s Bank Account.
4.11. It is not allowed to transfer unlawfully acquired funds to Fundament’s Account. In case of suspicious activities, respective authorities will be notified which might lead to the seizure of the funds in the User’s Bank Account or another account and closing of any accounts belonging to the User and confiscation of funds. If Fundament has concerns, at the registration of the User or during the contract period, regarding committed or attempted money laundering or terrorist financing, Fundament shall have the right to refuse to register the User on the Website, to refuse to accept funds from the User and/or to block access to the User Profile or to close it.
5. Purchasing of the Claim
5.1. After the identification of the User according to the current Terms, the User shall have the right to use the User’s Virtual Account to purchase Claims offered via the Website in line with the following procedure:
5.1.1. the User shall select, at their own discretion, a Claim available on the Website;
5.1.2. the User shall specify and confirm the Claim Amount in the Claim Purchase Application. Upon submission of the Claim Purchase Application, an amount equal to the Claim Amount shall be reserved on the User’s Virtual Account.
5.2. If the User wishes to purchase a Claim arising from a Loan Agreement with the characteristics specified by the User (including one or several of the following: Claim Amount, expected return, maximum loan term), the User may set up Auto Invest. If the User has set up Auto Invest on their User Profile, it will be deemed that the User has also automatically submitted one Claim Purchase Application for the specified Claim Amount for each Loan Agreement with the characteristics specified by the User. The User can purchase such Claims arising from a Loan Agreement after authorising the use of Auto Invest.
5.3. By authorising the use of Auto Invest, the User (i) confirms that they have reviewed the working principles and potential consequences of Auto Invest and understand them fully, and (ii) confirms their intent and consent with Auto Invest making automatic declarations of intent (i.e. Claim Purchase Applications) in the name of the User, according to the characteristics specified in Auto Invest. Declarations of intent submitted through Auto Invest shall be deemed as having been made and confirmed by the User without any further actions (except for the authorisation of the use of Auto Invest), and as such they will be irrevocable and binding on the User.
5.4. The User may change or cancel the configuration of Auto Invest according to their intentions at any time. Making changes to or the cancellation of Auto Invest does not render void or affect in any other manner the previous declarations of intent made via Auto Invest. The use of Auto Invest does not prevent the User from acquiring the Claims under conditions specified in Clause 5.1. of the Terms.
5.5. Auto Invest will only submit Claim Purchase Applications when there are sufficient unreserved funds in the User’s Virtual Account (i.e. the User has transferred sufficient funds to Fundament’s Account in accordance with Clause 4.3. of the Terms) at the moment when the Claim arising from the respective Loan Agreement becomes acquirable (at least equal to the Claim Amount specified in Auto Invest). The same requirements apply to the acquisition of Claims in accordance with Clause 5.1. of the Terms.
5.6. All Claim Purchase Applications shall be registered and executed chronologically. The time of registration will be determined according to the system time of the Website. Users’ Claim Purchase Applications submitted via Auto Invest shall be registered at the same time when the Claims arising from the respective Loan Agreement become acquirable. Claim Purchase Applications submitted via Auto Invest shall be executed in the same order in which Users authorised the use of those Auto Invests through which Claim Purchase Applications for the respective Loan Agreement were submitted. Fundament shall have the right to change and update the current procedure for processing Claim Purchase Applications unilaterally and without prior notice.
5.7. When the User selects the Claim and specifies the Claim Amount, the Website shall issue the User a Transaction Confirmation. The User must check the completeness and correctness of the information in the Transaction Confirmation, and if the information in the Transaction Confirmation corresponds to the intention of the User, the User shall confirm the transaction (if Auto Invest is used, the User will not confirm the Transaction Confirmation separately — the respective confirmation shall be deemed to be given upon the authorisation of the use of Auto Invest). The Transaction Confirmation shall be binding on the User and the respective Claim price (equal to the Claim Amount) shall be automatically deducted from the User’s Virtual Account and transferred to Fundament in 2 (two) Working Days.
5.8. From the moment of Fundament receiving the Claim Amount, the assignment of the respective Claim shall be binding on Fundament and the Claim shall be deemed to be assigned to the User.
5.9. The User confirms and understands that the User may purchase all Claims arising from the Loan Agreement against the Borrower partially or in full. If the User decides to purchase only a part of the Claims arising from the Loan Agreement, the User shall confirm and understand that the Claim does not include all Claims against the Borrower, and that the User will not become the sole creditor of the Borrower in accordance with the Loan Agreement, and in such case Fundament will manage the Claim in accordance with the Terms and together with other Claims arising from the same Loan Agreement and that have been purchased by other Users of the Website.
5.10. The User shall have the right to view, at any time in their User Profile, the information regarding all transactions made by the User via the Website and payments made to the User by Fundament, also regarding any deductions made by Fundament in accordance with the current Terms and the Assignment Agreement.
6. Procedure for Concluding the Assignment Agreement
6.1. By providing the Transaction Confirmation specified in Clause 5.7. of the Terms or authorising the use of Auto Invest, when using Auto Invest, the User agrees to the Assignment Agreement on purchasing the Claim, at the same time and in accordance with the procedure specified on the Website.
6.2. From the moment when the User agrees to the terms of the Assignment Agreement in accordance with the procedure specified on the Website and pays for the Claim, the Assignment Agreement shall be deemed to be concluded and the User shall become a creditor for the purposes of the Assignment Agreement.
6.3. The Assignment Agreement will be available to the User via the User Profile from its conclusion throughout the whole contract period. The User shall also have the right to view in the User Profile the Claim purchased through the User Profile, also the repayment profile of the specific Loan and the Interest. The Loan Agreement and other related documents will not be handed over to the User (Assignee) upon the conclusion of the Assignment Agreement and will be kept by Fundament.
6.4. When receiving payments from the Borrower made in accordance with the Loan Agreement, Fundament shall distribute all the received funds between all Users who have a Claim against the Borrower, in accordance with the following procedure:
6.4.1. the basic amount of the Loan will be distributed proportionally to each User’s Claim Amount against the Borrower;
6.4.2. received Interests and other ancillary claims arising from the respective Claim will be paid to the User whom the respective Claim belongs to.
6.5. Immediately after the distribution of the received funds, Fundament shall transfer the respective amount to the User’s Virtual Account, by deducting the Service Charges and other charges (if relevant) from the respective amount in accordance with the List of Charges.
6.6. The User is aware and agrees that in calculating the Interest, penalty for late payment and other ancillary claims and amounts payable on the basis of the Terms and the Assignment Agreement, it shall be assumed that there are 360 days in one year.
6.7. The User understands the risk of failure to perform the obligations by the Borrower which might result in a situation where the User will not receive any repayments for the Claim. In case of failure to perform the obligations by the Borrower, Fundament shall not be responsible for the repayment of the Claim, including the Security (if applicable), and Fundament shall have no obligation to compensate the User fully or partially for the Claim Amount they have paid.
6.8. The performance of a specific Loan Agreement could be secured by a Security if so has been specified on the Website. In such case Fundament must ensure that the Security would be established before the last repayment date established in the Loan Agreement.
6.9. If there are no references to a specific Security on the Website with regard to a specific Loan Agreement, the performance of the Loan Agreement shall not be secured and the User shall be aware and agree that it could pose a greater risk to the fulfilment and recovery of the Claim.
6.10. The procedure for the payment of the Claim, the procedure for the recovery of the Claim and other terms regarding the assignment shall be specified in the Assignment Agreement.
7. Rights and Obligations of the User
7.1. The User undertakes to:
7.1.1. not use the Website to perform unlawful actions, including for committing a fraud or laundering money;
7.1.2. not transfer any of the acquired Claims to a third person;
7.1.3. only submit correct information when registering on and using the Website;
7.1.4. only use safe electronic communication and data transfer devices and equipment;
7.1.5. notify Fundament in writing immediately, but not later than within 3 (three) Working Days, of any changes to the first name, last name, e-mail address, account number of the User or any other information submitted by the User on the Website;
7.1.6. display good manners in their communication with Fundament and to follow generally accepted moral standards.
7.2. By agreeing to the current Terms, the User confirms that they are capable of making independent decisions relating to purchasing of claims and concluding assignment agreements, and that they understand all risks, including the risk of an acquired claim or a part thereof not being fulfilled. The User understands that the assignment of a Claim does not bring about the re-registration of Securities (if any) for the benefit of the Assignee and they will remain posted for the benefit of Fundament.
7.3. The User is aware and understands that third persons to whom the User’s password has become known might have access to the User Profile and can assume obligations in the name of the User. Any operations (including the purchasing of a Claim) made on the Website via the User Profile with the correct e-mail and password belonging to the User shall be deemed to be made by the User.
7.4. The User is aware and understands that Fundament undertakes, to some extent, to ensure the confidentiality of the information of the Borrower and third persons providing the Security, for this reason Fundament will only disclose to the User (Assignee), in relation to the Assignment Agreement, such information regarding the Borrower and the Security that is necessary for the User for exercising their rights and fulfilling their obligations. The User shall not demand Fundament to disclose information exceeding the aforementioned extent and waives their right to bring any claims against Fundament and the Borrower in such matters.
8. Rights and Obligations of Fundament
8.1. Fundament manages the Claims of the User on the behalf of the User. The User appoints and authorises and Fundament undertakes to manage the Claim of the User in the interest of the User but in its own name.
8.2. Fundament shall manage the Claim of the User separate from its assets. The User shall give Fundament the right to manage the Claim of the User in the name of Fundament but in the interest of the User. The User undertakes not to revoke unilaterally the authorisation given on the basis of the current Terms and the Assignment Agreement.
8.3. Fundament confirms that the User’s Claim arising from the Loan Agreement is an asset belonging to the User in the amount specified in the Assignment Agreement, and Fundament shall manage the Claim only in the extent established in the Agreement, Loan Agreement and Assignment Agreement. The Claim shall be deemed the asset of the User regardless of the fact that Fundament has concluded a Loan Agreement as the Lender and granted a Loan to the Borrower and that the Security has been issued in favour of Fundament.
8.4. Fundament manages the Claim until it has been executed in full and by acting as the mandatary in accordance with Chapter 35 of the Law of Obligations Act.
9. Payment for Services Offered on the Website
9.1. For services provided by Fundament, the User shall pay Fundament the Service Charge(s) in accordance with the List of Charges or a Service Charge agreed upon separately between the User and Fundament, and other charges specified in the List of Charges, if applicable.
9.2. The User gives consent that Fundament will deduct the Service Charge(s) from payments made to Fundament’s Account by the User without further coordination.
9.3. All payments between the Parties shall be deemed to be delivered from the moment when the beneficiary’s account has been credited with the payment amount.
9.4. The User is aware and understands that in accordance with the tax legislation applicable to the User and other laws governing return, the return received from the Claim by the User is subject to taxation. The User shall be fully responsible for the fulfilment of all tax liabilities that could arise in relation to the User’s Claim, in accordance with the applicable law. The tax to be withheld where applicable shall be withheld from payments made to the Users who are resident natural persons in the Republic of Estonia.
10.1. The User shall be liable for all damages that have been caused by unauthorised operation and that have occurred before the blocking of the User Profile in accordance with Clause 3.8. of the Terms.
10.2. The User shall be liable for all damages, obligations assumed or other operations that have been carried out via the User Profile up to the moment when Fundament is notified in accordance with Clause 3.8. of the Terms and Fundament has sufficient time to block access to the User Profile.
10.3. If the User suffers damage as a result of unlawful activities carried out by Fundament, Fundament shall compensate the User only for the direct patrimonial damage. The amount of compensation for damage is limited to the amount on Fundament’s Account at the moment when the damage was incurred.
10.4. Fundament shall have no liability to the User for any damage that the User has suffered or could have suffered as a result of using the Website or purchasing a Claim, including for any damage that has occurred for the following reasons:
10.4.1. the User has not performed their contractual obligations;
10.4.2. the damage has occurred as a result of unlawful operations of third persons up to the moment when the User Profile is blocked in accordance with Clause 3.8. of the Terms;
10.4.3. disruptions in communication and other disruptions and obstructions not controlled by Fundament;
10.4.4. access to the User Profile has been blocked in accordance with the Agreement;
10.4.5. the Loan Agreement has been breached or unlawful operations have been carried out by the Borrower;
10.4.6. delay in the performance of User’s obligations arising from the Loan Agreement or improper performance of such obligations.
10.5. Fundament has no obligation to fulfil the Claim of the User or to make any other payments to the User up to the moment when the respective Borrower makes the corresponding payment(s) to Fundament on the basis of the Loan Agreement.
10.6. The User makes transactions on the Website directly and at their own risk. The User shall have the right to use the contract forms provided on the Website at their own risk. Fundament takes no responsibility for any possible obligations arising from law that the User might assume in relation to the transactions made via the Website.
10.7. If the User denies having given authorisation for a transaction, the creation of the User Profile and the password shall be deemed sufficient evidence of the fact that the User has given their consent for the respective transaction, committed a fraud or has not, intentionally or due to negligence, fulfilled any of their obligations arising from Clauses 3.7. or 3.8. of the Terms.
10.8. The Parties shall not be responsible for failure to perform their obligations when such failure is the consequence of circumstances independent of the will of the Parties (force majeure). The Parties agree that force majeure are circumstances that either of the Parties could not foresee or influence, including disruptions in the electricity supply, legislative acts adopted by the Republic of Estonia or the European Community, strikes, acts of war, natural disasters or other reasons that the Parties could not foresee or prevent. A Party can only rely on force majeure in the case and to the extent in which they have made all possible efforts to perform their contractual obligations. After the end of force majeure, the concerned Party must immediately continue the performance of their obligations.
11. Personal Data of the User
11.1. Fundament shall have the right to process the personal data of the User received from the User, and to transfer and accept the personal data of the User and other information from third persons, databases and record-keeping systems (including the population register, the Estonian National Social Insurance Board, etc.), and to process such data.
11.2.1. provision of services offered on the Website;
11.2.2. processing of transactions performed on the Website;
11.2.3. identification of the User;
11.2.4. performance of a financial and statistical analysis;
11.2.5. performance of rights and obligations arising from the Agreement and other agreements concluded with the User;
11.2.6. forwarding of marketing messages on the products and offers by Fundament to the mailing and e-mail address and phone number specified in the User Profile;
11.3. Fundament shall have the right to disclose the personal data of the User:
11.3.1. in relation to the performance of the obligations of Fundament arising from the Agreement and Assignment Agreement(s), to any person (including communications service providers, servicers, credit institutions, IT-service providers, etc.);
11.3.2. to service providers that Fundament has engaged for the provision of services arising from the Agreement, to the extent in which the data is necessary for carrying out the tasks assigned to such service providers;
11.3.3. upon the transfer of a Claim;
11.3.4. to third persons who carry out recovery procedures in respect to the User (e.g. companies specialising in debt recovery, lawyers, bailiffs, trustees in bankruptcy, etc.);
11.3.5. to companies that provide Fundament legal, accounting or audit services, by assuring that such persons undertake to maintain the confidentiality of such information.
11.4. Fundament shall have the right to contact the User by calling or sending text messages (SMS) to the phone number provided by a mobile network operator or any other phone number specified in the User Profile, and to send e-mails to the e-mail address specified in the User Profile or to send mail to the mailing address of the User.
12. Termination of the Agreement
12.1. Fundament shall have the right to, without prior notice, limit the right of the User to use the Website and/or to terminate the Agreement and delete the User Profile when:
12.1.1. the User breaches the Terms or the provisions of the Assignment Agreement, or uses the Website unlawfully in any other manner;
12.1.2. the User provides Fundament incorrect or misleading information or forged documents;
12.1.3. Fundament has concerns regarding committed or attempted money laundering or terrorist financing by participation of the User or via the User Profile.
12.2. Fundament shall have the right to terminate the Agreement unilaterally and at any time by submitting a notice of termination to the e-mail of the User at least 10 (ten) Working Days in advance. In such case the User will not be able to conclude new Assignment Agreements or purchase new Claims and use the User Profile, from the moment of submitting a notice of termination. In case of termination of the Agreement, Fundament will continue, in accordance with the Terms and the Assignment Agreement, the management of all Claims of the User that have been purchased before the moment when the notice of termination was submitted by Fundament.
12.3. The User shall have the right to demand at any time deletion of the User Profile and termination of the Agreement, provided that the User owns no Claims managed by Fundament.
12.4. If the User wishes to delete their User Profile and to terminate the Agreement, the User shall e-mail Fundament the respective application or fill it in and confirm it via their User Profile.
13. Procedure in the Event of Insolvency of Fundament
13.1. In the event of insolvency of Fundament, the conclusion of new Assignment Agreements via the Website will be immediately suspended.
13.2. The insolvency of Fundament does not affect the contractual relationship between the User and the Borrower.
13.3. In the event of insolvency of Fundament, Fundament shall perform all actions that are required for a third person to take over the administration and management of Claims arising from the Website, and shall inform all Users of such circumstances.
14. Other Provisions
14.1. All transactions on the Website shall be carried out in euros (EUR) or in other currency accepted by Fundament and specified on the Website.
14.2. If the meaning of numbers used in the Agreement has been expressed both in words and in digits and if there is a discrepancy between these two forms of expression, the meaning of the number expressed in words shall be considered correct.
14.3. All notices between the Parties must be in writing and forwarded to the other Party via the Website or to the mailing and/or e-mail address specified in the User Profile. Notices sent by mail will be deemed delivered on the 5th (fifth) calendar day from posting. Notices sent to the e-mail address of the User will be deemed delivered in 24 hours from sending.
14.4. For the purpose of developing and improving the services offered via the Website, Fundament shall have the right to unilaterally make changes to the current Terms. The draft changes to the Terms will be sent to the e-mail address of the User and published on the Website as the new version of the Terms.
14.5. The changes to the Terms will enter into force on the 30th (thirtieth) calendar day from the publication of the new version of the Terms on the Website. If the User does not terminate the Agreement in 30 (thirty) calendar days from the publication of the new version of the Terms on the Website, it will be deemed that the User has accepted the new version of the Terms.
14.6. Fundament shall have the right to unilaterally make changes to the List of Charges, including to specify new charges and, at its own discretion, to give discounts in regard to Service Charges specified in the List of Charges. Information on changes to the List of Charges will be available of the Website. The User contact information shall be used to notify the User of any changes to the List of Charges at least 10 (ten) days in advance.
14.7. The Parties undertake not to disclose information arising from the Agreement to third persons, except for the instances provided for in the legislation of the Republic of Estonia and the Agreement.
14.8. Relationships arising from current Agreement shall be regulated by the legislation of the Republic of Estonia.
14.9. Any disputes between the Parties regarding the use of the Website and the Terms shall be solved under the jurisdiction applicable according to the effective legislation of the Republic of Estonia.
14.10. Current Terms (including their potential changes) are binding on the User until their User Profile in deleted and all obligations of the Borrower arising from Loan Agreement(s) related to the Claim(s) of the User are performed in full.
14.11. The Agreement shall be kept in Fundament’s database in the form of a PDF file and retained without a term. Parties shall be bound by and can only rely on information specified in the Agreement (including the Terms and their potential changes) and the Assignment Agreement.
FUNDAMENT GENERAL TERMS FOR THE USE OF THE WEB-SITE AND THE PURCHASE OF REAL ESTATE
1. Used Terms and their Definitions
|Fundament||OÜ “Fundament”, the unified registration number 999999999, that maintains and operates the Website.|
|Fundament Account/s||Fundament bank account/s indicated in the Website where User’s money is transferred under these Provisions for transactions within the Website, and that is/are separated from the Fundament property.|
|Deal confirmation||Appendix to this agreement with information about the Real Estate selected by the user|
|Transaction Term Validity||A term specified by the buyer, who placed the owned real estate in the Website, when Website Users have to select the Real estate unit and pay the Reservation fee in the amount as specified in the offer.|
|Working Day||Any day when banks in Estonia are opened, except Saturdays, Sundays and public holidays.|
|Reservation fee||A sum of money equal to 10% (ten percent) price of the Real estate.|
|User’s Bank Account||The account opened on the User’s name in a credit institution subject to the Money Laundering and Terrorism Financing Prevention Act or the European Union law requirements on prevention of money laundering and terrorism financing.|
|User’s ID Number||A personalized number of each User by which Fundament can identify the User. The User’s ID number is to be used also making the payments into the Fundament account.|
|User’s Profile||The operating platform registered in the User’s Website that under the Website User’s terms and conditions is built automatically and is permanently available to the User after entering the User’s e-mail address and a password in the Website.|
|User||A person registered in the Website as its user.|
|Agreement||www.fundament.trade Website user agreement concluded between the User and Fundament.|
|Real Estate||The real estate unit selected in the User’s Website to be purchased by the User.|
|Description of the Real Estate Purchase Transaction||An annex to the Agreement including information on the Real estate selected by the User.|
|Provisions||The general terms and conditions of the Fundament Website user agreement that are applicable to every User’s agreement and transaction, concluded by the User via Website.|
|Website||The web-sites created and maintained by Fundament under the domain name www.fundament.trade, and allowing its Users to use various interactive services offered by Fundament operating within that site.|
|Minimum Transaction Volume||Transaction volume indicated in the Buyer’s Website, which in case of its performance within the Transaction term validity obliges the Buyer to conclude the Purchase agreement with the User.|
|Seller||Legal entity that places an offer to purchase its real estate unit/s in the Website.|
|Purchase Agreement||Purchase agreement concluded between the User and the Seller on Real estate purchase.|
|Parties||The User and Fundament.|
|Application for Registration||The application executed in the Website by the User to register for the Website and to use the services offered in the Website under the Provisions.|
2. Registration and Creation of the User’s Profile
2.1. Only the registered Users, who have concluded the Agreement with Fundament, have the right to use the services offered by the Website.
2.2. In order to apply for registration and conclusion of the Agreement, the User must comply with, and the User confirms that during the whole period of using the Website it will comply with the following criteria:
2.2.1. the User is a physical or legal entity;
2.2.2. if the User is a physical person, the User is at least 18 years old;
2.2.3. the User has an opened bank account with which and with the funds (if any) therein he/she has the right to dispose freely;
2.2.4. the User has not been declared insolvent;
2.2.5. in accordance with a court judgment in effect the User is not limited in capacity due to mental disorders.
2.3. The User confirms that at the moment of submission of the application for registration and conclusion of the Agreement the User has legal capacity and is not influenced by alcoholic, narcotic, psychotropic, toxic or other intoxicating substances.
2.4. The User registers in the Website by filling the application for registration and approval of the present Provisions. After User’s registration the Website will automatically create the User’s profile. At the moment of the User’s registration in the Website, Fundament assigns a unique User’s ID number.
2.5. To access and use the User’s profile Fundament identifies the User by User’s e-mail address and a password. The User has the right to change the User’s e-mail address and password specified for the User’s identification according to the procedures as provided in the Website.
2.6. If the User is a legal entity which has signed the Agreement, Fundament have the right to identify the authorized signatory, for whom Fundament has registered the signatory rights, as a User.
2.7. To conclude the Agreement, to use the services offered by the Website and to acquire the Real estate, the User must take the steps mentioned in the Chapter 3 of the Provisions that are necessary for Fundament to identify the User.
2.8. Fundament has the right to refuse registration of a new User in the Website, without specifying the reason for refusal.
2.9. The User’s profile is personal, and only the User’s profile owner (the User) has the right to enter and to use it.
3. The User’s Identification and Approval of Transactions
3.1. Fundament identifies the User according to the Fundament internal control system provisions remotely, when the User after the User’s registration in the Website transfers the money means from the User’s bank account to the Fundament’s account. In this case, Fundament identifies the User by the information received from the bank. The User is obliged to indicate the User’s ID number specified in the User’s profile in the purpose of payment.
3.2. In order to fully carry out the identification of the User, Fundament can at its sole discretion at any time, by contacting the User, to request additional documents or information confirming the identity of the User and to unilaterally impose additional requirements for the User’s identification, as well as to modify the User’s identification process.
3.3. The Agreement between Fundament and the User is considered concluded and enters into force from the moment when the User in the Website has been approved under the present Provisions and Fundament has identified the User. Fundament notifies the User on the conclusion of the Agreement by sending a written notice to the User’s e-mail address. The User can find the Agreement concluded and all the Real estate purchase agreements in the User’s profile.
3.4. The Application for registration submitted by the User according to the Provisions and the transfer of funds to Fundament’s account confirms that the User wants to use the Website and the services offered therein in accordance with the terms and conditions of the Agreement.
3.5. By registering and logging (entering) in the Website via own User profile the User must enter the User’s e-mail address and password.
3.6. The actions that are carried out by the User in the Website after entering of the User’s e-mail address and password, is considered to be the User’s signature or acceptance. All payments, payment orders, orders, applications, agreements and other documents approved or submitted by the User in the Website after the User’s e-mail address and password is entered according to the form prescribed in the Website, are binding for the User and Fundament.
3.7. The User’s password is confidential information that the User and Fundament undertake not to disclose, and to prevent the possibilities for the third parties to find it out. The User is obliged to keep safe the User’s password, and to change/restore the password regularly, but not less than within the Fundament’s specified period.
3.8. If the User’s password has become known or could have become known to a third party, the User shall immediately in writing or by telephone inform Fundament, whereupon Fundament at the shortest possible term shall block the access to the User’s profile until a new User’s application is given by the User upon what a new User’s password has been assigned and the User has given an order Fundament to unlock the User profile.
3.9. Fundament is entitled, but not obliged, to block access to the User’s profile if Fundament has suspicion of an unauthorized access to the User’s profile, including, if Fundament suspects that the User’s password has become known or could have become known to a third person, or if Fundament suspects illegal transactions, as well as in other cases, at the discretion of Fundament in order to ensure the User’s and/or other Fundament’s customers services’ security, integrity, privacy or to prevent the possible damage to Fundament or customers.
3.10. Fundament has the right not to approve the transaction if:
3.10.1. the User does not comply with the Provisions;
3.10.2. Fundament has suspicion about the User’s identity and failed to contact the User to confirm the contents of the transaction;
3.10.3. the User’s order is unclear or distorted due to the communication failures;
3.10.4. other cases mentioned in the Clause 3.10 of the Provisions occur.
4. Selection and reservation of real estate
4.1. After the User’s identification under the Provisions, the User is entitled to purchase the Real estate units offered in the Website by observing the following conditions:
4.1.1. The User at its sole discretion selects Real Estate offered in the Website;
4.1.2. The User specifies the selected Real Estate to be purchased and confirms its choice.
4.2. After confirmation, User receives Deal confirmation for the purchase of the selected Real Estate, which is an appendix to this agreement and which includes Deal Confirmation number, selected Real Estate, its address, cadastre number and purchase price.
4.3. Intentionally omitted
4.4. The User is required to provide the User ID within the bank payment order. If transfer is made without the User ID, Fundament reserves the right to consider Reservation fee unpaid until payment purpose has been identified.
4.5. The Annex of the Agreement ‘Summary of Real estate purchase transaction’ comes into force from the day when the Reservation fee is transferred to the Fundament bank account.
4.6. Transfer of illegally obtained funds to the Fundament account is unlawful. In the case of such suspicious activities, it will be reported to the relevant competent authorities, and it can lead to the freezing of all the funds in the User’s account, as well as to the closure of the User account and confiscation of the funds. If Fundament during the User registration or during the term of the Agreement has the suspicion of money laundering, financing of terrorism or of the attempt of such operations, Fundament has the right not to register the User in the Website, not to accept the User’s funds and/or to block the access to, or to close the User profile.
4.7. The User confirms, and is aware of the fact that the right to purchase the selected Real estate comes into force solely under the condition, that until the Transaction term validity specified in the Website, the Minimum transaction amount has been reached, and in this case, the relevant Seller of the Real estate is ready to sell the Real estate.
4.8. If until the Transaction term validity, the Minimum transaction amount is not reached, Fundament returns the Reservation fee received from the User, whilst the Annex to the Agreement – Deal Confirmation – is considered invalid without signing any additional documents.
4.9. The User is entitled via the User’s profile at any time to get acquainted with the information on all the transactions concluded by the User within the Website.
4.10. The User confirms, that has acquainted with the draft Real Estate Purchase agreement, and consents to purchase the selected Real Estate under the terms and conditions therein. The User is informed that in case of signing the Purchase agreement the Reservation fee will be deducted from the Purchase price.
5. Procedure of the Purchase Agreement Conclusion
5.1. In case within the Transaction term validity the Minimum transaction volume is reached, Fundament ensures the Real Estate Seller no later than within 10 (ten) working days from the termination of the Transaction term validity invites the User to sign the Purchase agreement and request for corroboration on property rights in Land register.
6. User’s Rights and Obligations
6.1. The User undertakes:
6.1.1. not to use the Website for illegal activities, including fraud and unscrupulous money laundering;
6.1.2. to provide only truthful information while signing up in the Website;
6.1.3. to use only secure electronic communication and data transfer tools and equipment;
6.1.4. immediately, but no later than within 3 (three) Working days to inform in writing Fundament of a change of User name, surname, e-mail address, account number or other information submitted in the Website;
6.1.5. communicating with Fundament to act politely, respecting the moral norms generally accepted by the society.
6.2. Approving the present Provisions, the User confirms that he/she is able to make independent decisions about the purchase of Real estate, as well as is aware of all the risks and expenses in regards to Real estate purchase and its future maintenance.
6.3. The User is aware that a third party, which has got known the User’s password can access the User’s profile and assume obligations on behalf of the User. If actions are being taken (including purchase of Real Estate) with a User profile, using the correct User e-mail address and password, then it is considered that the activity in the User profile is made by the User itself.
6.4. After paying the Reservation fee to Fundament, the User has duty not to communicate directly with the Real Estate Seller without Fundament mediation.
7. Fundament Rights and Obligations
7.1. Fundament confirms that the Reservation fee will be held in a Fundament account, which is separated from the Fundament property.
8.1. The User is responsible for all the losses resulting from unauthorized activities, if the User has acted unlawfully or intentionally (deliberately) or due to the gross negligence has failed to comply with the requirements stipulated by the Clause 3.7 or 3.8 of the present Provisions.
8.2. The User assumes responsibility for any losses, commitments or other activities carried out in the User profile until Fundament has been warned of the cases mentioned in the Clause 3.8 of the Provisions and until Fundament has had the sufficient time to block the access to the User’s profile.
8.3. If the illegal activities of Fundament are resulting in damage to the User, Fundament reimburse the direct damages incurred to the Users. The amount of compensation is limited to the Reservation fee transferred by the User.
8.4. Fundament is fully released from its liability in regards to the User for any damages that have been arisen or may arise from the use of the Website or from the purchase of Real estate, including:
8.4.1. if the User has not complied with the terms and conditions of the Agreement;
8.4.2. due to the illegal action by the third parties till the time when the User profile has been blocked according to the procedures specified in the Clause 3.8 of the present Provisions;
8.4.3. if in accordance with the Agreement the access to the User profile has been blocked;
8.5. The Users conclude transactions in the Website directly and on their own responsibility. The Users have the right to use the contract forms offered at the Website at their own risk. Fundament is not responsible for the possible liabilities arising from the legislation acts that may arise to the Users due to the transactions concluded in the Website.
8.6. If the User denies having authorized (given his consent) to conduct a transaction, a usage of the User profile and password is considered to be sufficient proof that the User has given a consent for a transaction or acted fraudulently or intentionally or negligently failed to comply with any of the obligations imposed by the Clause 3.7 or 3.8 of the present Provisions.
8.7. If the User does not come to sign the purchase agreement and to register the ownership rights in the Land Register within the time period specified in the invitation (clause 5.1.), The User loses the transferred Reservation fee.
9. User’s Personal Data
9.1. Fundament is entitled to perform the processing of all the User’s personal data (registered in the State Data Inspectorate of the Republic of Estonia) received from the User, as well as to transmit and receive the User’s personal data and other information from third parties, databases, accounting systems (e.g., the Population Register, the State Social Insurance Agency etc.) and to process them.
9.2. The goal of the processing of the User’s personal data by Fundament is customer records, service offering, provision and maintenance, financial and statistical analysis, realization and protection of the Fundament and/or the User’s rights arising from the Agreement.
9.3. Fundament has the right to disclose the User’s personal data to:
9.3.1. any person in connection with the obligations of Fundament arising from the Agreement (including communication services, payment intermediaries, credit institutions, IT service providers, etc.);
9.3.2. external service providers attracted by Fundament for rendering the services arising from the Agreement to the extent that information is required for the transferred functions;
9.3.3. personal data processing system, the manager of which Fundament is, to the personal data operators registered in the State Data Inspectorate of the Republic of Estonia, insofar as the information is required for the transferred functions;
9.3.4. a third party that performs the recovery action against the User (for example, debt collection companies, lawyers, bailiffs, insolvency administrators, etc.);
9.3.5. Fundament legal, accounting or audit services, ensuring that such persons have committed themselves not to disclose such information.
9.4. The User agrees that Fundament uses the address, email address and/or phone number specified in the User profile for sending commercial notes about Fundament products or special offers.
9.5. Fundament have the right to call and send text messages (SMS) to the connection number granted by the mobile operator or any other phone number that is specified in the User profile, send an e-mail to the e-mail address that is specified in the User profile, and send the mail to the User’s postal address, in order to reach the User.
10. Termination of the Agreement
10.1. Fundament has the right to limit without notice the User’s right to use the Website and/or terminate the Agreement and delete the User profile if:
10.1.1. The User violates the terms of the present Provisions or otherwise unlawfully uses the Website;
10.1.2. The User has submitted Fundament the false or misleading information or false documents;
10.1.3. if Fundament has a suspicion of actual or attempted money laundering, financing of terrorism involving the User or the User profile.
10.2. Fundament has the right to unilaterally terminate the Agreement at any time of the Agreement by sending the User to the User’s e-mail address the notice at least 10 (ten) Working days in advance. In this case, from a moment a notice was sent the User is deprived of the opportunity to enter into new transactions, as well as it is deprived of the opportunity to use the User’s profile. In this case, all the concluded agreements remain valid until the fulfilment of the obligations therein.
10.3. The User at any time of the Agreement has the right to require a deletion of the User’s profile and termination of the Agreement, ensuring that the User does not possess any transactions in action.
10.4. If the User wants to delete the User’s profile and to terminate the Agreement, the User from the User’s e-mail address sends to Fundament or via the User’s profile completes and approves the respective request.
11. The Action in Case of Fundament Insolvency
11.1. In case of Fundament insolvency, the conclusion of new Rservation fee agreements within the Website shall be immediately terminated. All the money funds transferred to the Fundament bank account shall be returned to the Users.
11.2. In case of Fundament insolvency, the Users shall receive full information from the Website data base on their conducted transactions via Website.
12. Other Terms and Conditions
12.1. All transactions in the Website shall be made exclusively in euro (EUR).
12.2. If the verbal expression of numbers mentioned in the text of the Agreement differs from their numerical expression, the verbal expression deems to be contracted.
12.3. All the statements of the Parties within the Website are to be presented in writing and sent to the other Party by mail or e-mail, postal and/or e-mail address that is indicated in the User’s profile. The outgoing correspondence by mail is deemed received on the 5th (fifth) calendar day following the postal service’s date stamp indicated on the registered letter received. The messages sent to the User’s e-mail address, are deemed received 24 hours after they have been sent.
12.4. In order to develop and improve the services offered by the Website, Fundament is entitled to make unilaterally the amendments to the present Provisions. The proposals for the amendments to the Provisions, in the version that they are sent to the User to the User’s specified e-mail address Fundament publishes in the Website and sends to the User’s specified e-mail address.
12.5. The User within 30 (thirty) calendar days from receipt of the offer of amendments to the Provisions accepts or rejects the offer in writing or gives its counterproposals, which can be approved or rejected by Fundament. About the amendments relating to the payments resulting of the Provisions, Fundament notifies the User individually within 30 (thirty) calendar days before that changes take an effect.
12.6. The User agrees/disagrees to amendments to the Provisions (the new version of the Provisions) proposed by Fundament, expressing its agreement/disagreement via Website.
12.7. The Parties undertake not to disclose to third parties the information which arises from the Agreement, with the exception of cases stipulated in the legislation of the Republic of Estonia and in the Agreement.
12.8. The Parties are not responsible for failure to fulfil their obligations in the event they are not fulfilled the obligations for the reasons beyond the will of the Parties, caused by force majeure circumstances. The Parties consider as force majeure the circumstances, which the Parties have not been able to anticipate and influence in advance, including the power supply disruption, laws and regulations adopted by the Republic of Estonia or the European Community institutions, strikes, acts of war, natural disasters or other reasons that the Parties have not been able either to prevent nor predict. A Party may rely on the force majeure circumstances only if it had taken all the dependent activities in order to meet its obligations under the Rules. After the force majeure prevention the Party is obliged to proceed without delay with its obligations.
12.9. For the legal relationship arising from the present Agreement the legislation of the Republic of Estonia is applicable.
12.10. The disputes of the Parties regarding the usage of the Website and the Provisions shall be settled in the Riga City Vidzeme Suburb Court or in the Riga Regional Court, according to jurisdiction, pursuant to valid legislation of the Republic of Estonia.
12.11. The Agreement is stored in the Fundament’s database as a PDF file. The concluded Agreement shall be kept in the Fundament’s database for an unlimited period of time.