WEBSITE OF DENARIUS INVEST USER AGREEMENT

Updated on 23rd November, 2020

1. USED TERMS AND DEFINITIONS

Agreement -

This Website of DENARIUS INVEST user agreement. The Agreement is concluded in the form of remote access contract between the User and DENARIUS INVEST about conditions of using the Website of DENARIUS INVEST and the User’s Profile.

AML Rules -

Rules on Procedure for the Prevention of Money Laundering and (or) Terrorism Financing approved by DENARIUS INVEST for the determination of the identity of the User and for the prevention of money laundering and terrorism financing.

Appropriateness Test -

A test conducted by DENARIUS INVEST during which DENARIUS INVEST determines whether a type of investing possible in the Platform is appropriate for an Investor.

Assignment Notice -

A notice delivered by DENARIUS INVEST to a Lender and a Debtor by the procedure provided in article 12.6 of the Agreement after the delivery of which all Due Claims arising from the Loan Agreements relating to the funding of the relevant Project against the Debtor are deemed to be automatically assigned to DENARIUS INVEST as specified in the Assignment Notice.

Auto invest -

An automatized a Loan granting process by the User via the Platform based on the criteria set by the User.

Borrower -

A person who is registered as a DENARIUS INVEST’s User in its capacity as a Borrower, whose identity DENARIUS INVEST has verified in a manner prescribed by DENARIUS INVEST and who has made a Loan Request or (in the context of a Loan Agreement already entered into) the Borrower who had made the Loan Request pursuant to which that Loan Agreement was entered into.

Borrower’s Account -

Any current account opened in the name of the Borrower with a credit establishment or authorized payment service provider registered in EU or EEA, or a branch of such credit establishment or authorized payment service provider.

Borrower‘s Reliability Assessment -

An assessment of the Borrower conducted by DENARIUS INVEST prior allowing it to request funding for a Project via the Platform in accordance with DENARIUS INVEST’s internal procedures.

DENARIUS INVEST -

DENARIUS INVEST LIMITED, registration number: 677077, legal address: legal address: 51 Bracken Road Sandyford Business Park, Dublin 18, D18 CV48, Ireland. 

DENARIUS INVEST’s Account

DENARIUS INVEST’s account determined on the Website of DENARIUS INVEST for transferring of the funds for services provided by DENARIUS INVEST in accordance with Price List.

Debtor -

A Borrower who does not perform or is late in performing obligations arising from the Loan Agreement.

Due Claims -

All claims arising from Loan Agreements relating to the funding of the relevant Project that have fallen due.

EU -

European Union.

EEA -

European Economic Area. 

GDPR -

REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, GDPR).

Guarantee Agreement -

Agreement concluded between the Platform and the Borrower’s shareholder/shareholders providing the shareholder’s responsibility for duly fulfillment of the Borrower’s obligations under corresponding Loan Agreement/Agreements.

Interest - 

The remuneration paid by the Borrower for use of the Loan under the Loan Agreement. The Interest is calculated based on the Interest Rate and amount of the Loan granted by the User under corresponding Loan Agreement. The Borrower must pay Interest in accordance with conditions of the Loan Agreement and schedule (if any) that is an integral part of the Loan Agreement.

Interest Rate - 

Remuneration for use of the Loan amount by the Borrower, expressed as a percentage and specified in the Special Conditions of the Loan Agreement.

Investor -

The User/Lender who intends to grant the Loan to the Borrower.

Laws and Regulations - 

Laws, regulations and international agreements that have legal force in the Republic of Ireland.

Lemon Way - 

Lemonway, a French SAS (simplified joint-stock company), registration number: 500486915, address: 8, rue du Sentier, 75002 Paris, France, approved on 24 December 2012 by the Prudential Supervisory and Resolution Authority (“ACPR”) as a payment institution.

Lender -

The User who on the basis of the Loan Agreement has granted the Loan to the Borrower.

Loan - 

Funds granted to the Borrower by the Lender in accordance with the Loan Agreement.

Loan Agreement -

Commutative contract concluded between the User as the Lender and the Borrower, on the basis of which the Lender grants to the Borrower funds (the Loan), but the Borrower is obliged to refund the Loan and Interest for the Loan use in accordance with terms and conditions of the Loan Agreement.

Loan Request -

A request submitted on the Platform by the Borrower making an offer to the Investors to enter into a Loan Agreement.

Loan Servicing - 

Totality of actions taken by DENARIUS INVEST in relation to the entering into the Loan Agreement, transfer of funds to the Borrower and to the Investor, storage of concluded Loan Agreements and Guarantee Agreements, as well other actions stipulated on the Website of DENARIUS INVEST.

Loan Servicing Fee -

A fee that is payable to DENARIUS INVEST monthly for so long and until the principal amount of the Loan Agreement/Agreements is repaid and any accrued Interest is paid to the Lender/Lenders in full, and the Borrower has performed all other financial obligations arising from or based on the Loan Agreement.

Loan Transaction Fee -

A fee paid to DENARIUS INVEST from the Loan amount immediately before the transfer of the Loan amount to the Borrower’s Account in accordance with paragraph 17.

Maximum Amount of the Funding Target -

Maximum level of funding (Loans) to be raised for a Project through DENARIUS INVEST as specified in the Loan Request.

Minimum Amount of the Funding Target -

Minimum level of funding (Loans) to be raised for a Project through DENARIUS INVEST as specified in the Loan Request.

On-boarding Fee -

A one-time payment payable to DENARIUS INVEST by the Borrower for the implementation of the audit before DENARIUS INVEST starts to provide services to the Borrower. Amount of On-boarding Fee shall be determined by DENARIUS INVEST individually for each Borrower.

Parties - 

DENARIUS INVEST LIMITED and the User.

PEP - 

Politically exposed person – a person who in the Member State or third country holds or has held a prominent public office, including a higher official of the public authority, a head of the State administrative unit (local government), the Head of the Government, the Minister (the Deputy Minister or the Deputy of the Deputy Minister if there is such an office in the relevant country), the State Secretary or other official of high level in the government or State administrative unit (local government), a Member of Parliament or a member of similar legislation entity, a member of the management entity (board) of the political party, a Judge of the Constitutional Court, a Judge of the Supreme Court or of the court of other level (a member of the court authority), a council or board member of the Supreme Audit Institution, a council or board member of the Central Bank, an ambassador, a chargé d`affaires, a high-ranking officer of the armed forces, a council or board member of a State capital company, a head (a director, a deputy director) and a board member of an international organisation, or a person who holds equal position in such organization.

Platform - 

Marketplace located at https://denainvest.com/ maintained by DENARIUS INVEST.

Price List - 

Prices of DENARIUS INVEST for the Loan Servicing and other services provided by DENARIUS INVEST stipulated on the Website of DENARIUS INVEST, that shall be paid by the User for the Loan Servicing and/or other actions taken by DENARIUS INVEST.

Project -

A business project for which the Borrower aims to obtain a Loan/Loans through the Platform.

Registration Application - 

An application filled in by an individual or a legal person on the Website of DENARIUS INVEST in order to register as a User.

Syndication Period - 

The period during which acceptances by the Investors can be given in respect of the Loan Request.

Third Party - 

Any individual or legal person that is not the Party to this Agreement.

Transaction - 

An aggregation of the User’s free will and activities, as the result of which an electronic document is created and confirmed in the User’s Profile and the User acquires the rights of certain content.

Transaction Account -

Special account opened with Lemon Way (or other DENARIUS INVEST’s partner – payment service provider) in the name of DENARIUS INVEST in order to store the Lender’s funds for further transfer to the Borrower under the Loan Agreement or vice versa. The Lender’s funds are kept separately from DENARIUS INVEST’s property.

User - 

An individual or a legal person registered on the Website of DENARIUS INVEST and is using or interested in using the Platform’s services.

User’s Account - 

Any current account opened in the name of the User with a credit establishment or authorized payment service provider registered in EU or EEA, or a branch of such credit establishment or authorized payment service provider.

User’s Identification Number - 

A unique identification number, generated on the Platform and assigned to the User, intended for identification of the User while using the Platform’s services.

User’s Profile - 

A work platform of the registered User on the Website of DENARIUS INVEST and available to the User upon registration on the Website of DENARIUS INVEST after the User has logged into the Website of DENARIUS INVEST by use of its e-mail and password.

User’s Posting Account - 

An account created and maintained by DENARIUS INVEST for each User on the User’s Profile on the Website of DENARIUS INVEST for conclusion of the Agreement and the Loan Agreement. This account is intended for use of the Platform’s services in accordance with the Agreement.

Website of DENARIUS INVEST -

Website of the Platform in Internet with address https://denainvest.com, where individuals and legal entities can register as Users and create a User’s Profile, and where all the necessary information on the Platform’s services is provided.  

 

2. GENERAL PROVISIONS

  1. This Agreement regulates the terms and conditions of the Platform’s use, including rights and obligations related to the use of the Platform by the User. In addition, the relevant rights and obligations comprise the rules that apply to relations of the Users with DENARIUS INVEST.
  2. In order to facilitate the raising and granting of Loans via the Platform, DENARIUS INVEST will also act as a payment agent of Lemon Way (or other DENARIUS INVEST’s partner – payment service provider). When registering as a User and making use of the Transaction Account, the User also agrees with the Lemon Way’s (or other DENARIUS INVEST’s partner’s – payment service provider’s) user terms found on the Website of DENARIUS INVEST.
  3. This Agreement is suited only for a crowdlending activity carried out via the Platform and for the crowdlending platform operation services provided by the DENARIUS INVEST.
  4. Platform is a crowdlending platform administered by  DENARIUS INVEST. 
  5. The aim of DENARIUS INVEST is to enable its registered Users to use technical solutions by the means of which they can borrow money from each other, by way of paid Loans, for funding of business on the principle of crowdlending.
  6. DENARIUS INVEST does not provide or intermediate consumer loans. In order to borrow money, the User wishing to get the Loan, must enter into a Loan Agreement with an Investor wishing to grant the Loan, in accordance with the procedure established in this Agreement. The relevant Loan Agreement constitutes a separate contract between solely the Lender and the Borrower the rights and obligations of which are performed, inter alia, with the specifications and restrictions set out in this Agreement.
  7. DENARIUS INVEST cooperates with Investors who have registered as Users of the Platform and whose number may change in time. The fees applicable to Investors and Borrowers are specified in paragraph 17. of the Agreement.
  8. In addition to the foregoing, DENARIUS INVEST Privacy Policy applies to the User. DENARIUS INVEST Privacy Policy is available on the Website of DENARIUS INVEST.
  9. By registering as a DENARIUS INVEST’s User, the person submitting the Registration Application confirms that it has duly examined this Agreement in full, understands it and agrees to this Agreement and DENARIUS INVEST’s Privacy Policy.

     

3. REGISTRATON OF THE USER ON THE WEBSITE OF DENARIUS INVEST

  1. By submission of the Registration Application, the User confirms that it has examined in full, understands and agrees with this Agreement and DENARIUS INVEST Privacy Policy.
  2. A legal person can register as a DENARIUS INVEST User only through its representative who is a natural person. Such a representative of the legal person must be a registered User of DENARIUS INVEST as natural person before the submission of a registration application on behalf of the legal person.
  3. Both natural and legal persons can act as Investors. Only a legal person and sole proprietor can act as Borrowers.
  4. An Investor can only be a person a resident in jurisdictions other than United States, Canada, United Kingdom, Singapore, Hong Kong, Australia, New Zealand or South Africa, who has a current account in a credit establishment or authorized payment service provider registered in EU or EEA.
  5. A Borrower can not be a legal entity established in a non-cooperative jurisdiction (https://www.consilium.europa.eu/en/policies/eu-list-of-non-cooperative-jurisdictions/), as recognised by the relevant EU policy, or in a high-risk third country (https://ec.europa.eu/info/business-economy-euro/banking-and-finance/financial-supervision-and-risk-management/anti-money-laundering-and-counter-terrorist-financing/eu-policy-high-risk-third-countries_en), and should have a current account in a credit establishment or authorized payment service provider registered in EU or EEA.
  6. A User who is a natural person must be at least 18 years old. A legal person can be a User only in case that legal person is entered into the relevant registry in the country of its incorporation.
  7. A person who does not meet the above-specified requirements can be a User of DENARIUS INVEST only if the DENARIUS INVEST has given its written consent for it. DENARIUS INVEST can refuse to register a User at its own discretion or impose additional requirements for registration of a User (including for being an Investor or a Borrower), or change the existing requirements at its own discretion at any time.
  8. Each User hereby undertakes to provide correct and comprehensive information and documents while registering on the Platform, providing data to DENARIUS INVEST about User’s and/or ultimate beneficiary owners’ and/or representatives’ identities, providing data during the applicable AML Rules, concluding contracts, communicating with DENARIUS INVEST or performing other actions related to DENARIUS INVEST’s services. Moreover each User undertakes to provide all the necessary information, documents and/or other requested evidence (related to verification of the User, its ultimate beneficiary owners’ and/or representatives’ identities, origin of funds etc.) to DENARIUS INVEST in a manner and within a time period determined by DENARIUS INVEST if so requested by DENARIUS INVEST.
  9. Each Investor must pass an Appropriateness Test before starting to invest on the Platform.


4. IDENTIFICATION OF THE USER

  1. When registering as a User, the applicant must enter its e-mail address, select a password and submit other information requested by DENARIUS INVEST. Inter alia, DENARIUS INVEST can prescribe requirements to the combination of letters and/or numbers forming a User ID and password and demand regular changing of the selected password due to security or other considerations.
  2. When registering as a User, the applicant is expected to provide all the information requested by DENARIUS INVEST in accordance with the AML Rules in order for DENARIUS INVEST to be able to determine the identity of the User and of its beneficial owner/owners.
  3. DENARIUS INVEST identifies the User remotely in compliance with AML Rules, relying on data received during registration and information received from the bank/payment institution in the moment when the User transfers its own funds from its personal account to the Transaction Account. After successful identification, the funds mentioned above should be available in the User’s Posting Account for Loans granting.
  4. AML Rules within the identification process requests the copies of following documents:
    1. In case the User is an individual:
      1. a copy of passport or equivalent personal identification document with a clearly visible first name, last name, personal code (or an equivalent identification number issued by the User’s country of origin) and photo of the User;
      2. heating, power supply or other utility invoice issued at the address specified by the User;
      3. information whether the User or its family’s member is PEP or not.
    2. In case the User is a legal person:
      1. Certificate of Incorporation or Certificate about Registration;
      2. Certificate of Directors and Secretary, Register of Directors or other document, confirming the appointment of directors;
      3. Certificate of Shareholders, Register of Members;
      4. information on beneficial owners (owners of over 25% of share capital), including documents stipulated in article 4.4.1. of the Agreement;
      5. if a beneficial owner is a legal entity – all documents indicated in articles 4.4.2.1. – 4.4.2.4.;
      6. Power of Attorney if the representative is not the director;
      7. regarding the representative – one of the documents indicated in article 4.4.1.1. of the Agreement;
      8. information whether the User’s director and/or beneficial owner or its family’s member is PEP or not.
  5. The e-mail address and password of the User are personal to that User and are used to identify the User each time the User logs into the Platform, makes transactions or makes any other actions via the Platform. Despite the above specified, DENARIUS INVEST may enable the User to use User IDs of certain social media sites like Twitter, LinkedIn or Facebook for entering the Platform, also ID-card and mobile-ID solution.
  6. DENARIUS INVEST is entitled to presume that the person using the User ID and the password has an authorisation, arising from either law or contract, to make transactions in the name of the User. DENARIUS INVEST can restrict the User's rights or refuse to follow the User's instructions, inter alia, in case DENARIUS INVEST considers that there is a risk that Third Party/Parties possess the User's User ID and password.
  7. If the User’s password has become known to a Third Party:
    1. the User shall change its password in its User’s Profile;
    2. if the User has no possibility to act in accordance with conditions of article 4.7.1. of the Agreement, the User shall notify DENARIUS INVEST thereof immediately, but not later than such information has become known to the User, in writing or by phone;
    3. DENARIUS INVEST immediately after receiving of such information shall block access to the User’s Posting Account until the User submits an electronic application for the assignment of a new password and the User has given a clear order to unlock the User’s Posting Account.
  8. If the User enters an incorrect password 5 (five) times in a row to access the account, the User’s Posting Account shall be blocked until the User submits an electronic application for the assignment of a new password and the User has given a clear order to unlock the User’s Posting Account.
  9. DENARIUS INVEST has the right (but not the obligation) to block the User’s Posting Account in following situations: 
    1. DENARIUS INVEST has suspicions regarding unauthorized access to the User’s Posting Account or the User’s password has become known or might have become known to the Third Party; 
    2. DENARIUS INVEST has suspicions regarding the performance of illegal transactions, including the relation of the User to the funds that directly or indirectly has been received as the result of criminal offence or are related to the financing of terrorism or an attempt of such activities;
    3. the User has violated conditions of the Agreement;
    4. the User has provided false on inaccurate information regarding itself to DENARIUS INVEST;
    5. the User uses the Website of DENARIUS INVEST for illegal purposes;
    6. in any other case with an aim to ensure the security, inviolability and confidentiality of services provided to the clients of DENARIUS INVEST, as well as to prevent losses to DENARIUS INVEST or its clients. 
  10. The User realizes and understands that Third Parties, to whom the User’s Posting Account access information has become known, can access the User’s Posting Account and undertake liabilities on behalf of the User. If on the Website of DENARIUS INVEST activities with the User’s Posting Account are carried out using the User’s Posting Account access information, it shall be deemed that the User itself has carried out the activities mentioned above.
  11. The User undertakes full liability for the access information confidentiality and losses incurred for the User as the result of actions of the Third Parties.


5. THE USER’S POSTING ACCOUNT

 

  1. Each User has a personal Posting Account opened on the Platform with the aim of recordkeeping its transaction balance and certain other financial actions and claims. In addition, the Posting Account reflects Projects funded by the User, the Loan amount granted within corresponding Project and the Loan Agreement/Agreements entered by the User.
  2. The User can open only one Posting Account on the Platform. In case the User tries to open another Posting Account DENARIUS INVEST will deny further registration.
  3. The User can transfer funds to DENARIUS INVEST with the purpose of Transactions made or to be made by the User in an amount chosen by the User by transferring the relevant funds to DENARIUS INVEST in a manner specified by DENARIUS INVEST. DENARIUS INVEST can, at its own discretion, impose restrictions or requirements to the minimum or maximum amounts of funds available on the Posting Account.
  4. The funds transferred by the Lender are held on the Transaction Account separate from DENARIUS INVEST’s funds. Nor DENARIUS INVEST or Lemon Way (or other DENARIUS INVEST’s partner – payment service provider) calculates any interest and no interest is payable to the Lender on the funds transferred to the Transaction Account.
  5. The minimal amount of funds for transfer is EUR 50,- (fifty euros, 00 euro cents).
  6. To observe requirements of normative acts directed to the prevention of money laundering and terrorism financing (AML) the User, in case if the total amount of funds transferred via Platform reaches EUR 10 000,- (ten thousand euros, 00 euro cents) for individuals and EUR 15 000,- (fifteen thousand euros, 00 euro cents) for legal entities, shall submit to DENARIUS INVEST the document confirming origin of funds (extract from the personal bank account for last 6 (six) months, tax declaration). In case the User is PEP, DENARIUS INVEST shall have the right to request submission of the document confirming origin of funds before first transaction of such User.
  7. If not otherwise stated in this Agreement, the User can withdraw the positive balance reflected in its Posting Account at any time by instructing DENARIUS INVEST accordingly. The minimum withdrawal amount is EUR 50,- (fifty euros, 00 euro cents). DENARIUS INVEST shall transfer the requested amount within 3 (three) business days from receiving of the User’s request.
  8. The User can enter into Transactions, including granting the Loan, repayment the Loan or making other payments, only of funds that the User has transferred to DENARIUS INVEST for such purpose before making the relevant Transaction or action.
  9. If the User has made a Transaction the positive balance of the User's funds reflected on the Posting Account is reserved by the Platform in the necessary extent until any payment arising from or pursuant to such Transaction is made.
  10. DENARIUS INVEST may use the funds transferred to it with the view to carrying out any Transactions made and actions taken by the User in accordance with the Agreement and other contracts and agreements entered into by the User in the course of using the Platform.
  11. In process of transferring funds to the Transaction Account, the User in payment details shall have the duty to specify the User’s Identification Number. If the User has not specified an Identification Number, it may be considered that such a payment was not received until its identification.
  12. DENARIUS INVEST verifies the payment in accordance with terms and conditions of its internal procedures.
  13. The transfer of funds directly or indirectly received in the result of a criminal offence, related to the financing of terrorism or attempt of such activities, to the Transaction Account is illegal. DENARIUS INVEST and/or Lemon Way (or other DENARIUS INVEST’s partner – payment service provider) is obliged to inform law enforcement institutions of the origin of such funds.
  14. If during the transaction of funds to the Transaction Account DENARIUS INVEST has suspicions regarding money laundering, financing of terrorism or an attempt of these activities, it shall have the right not to accept the User’s funds and to block and close the User’s Posting Account.
  15. DENARIUS INVEST transfers the Users/Lenders funds to the Borrower in accordance with conditions of the Loan Agreement.
  16. In case the amount of funds collected within the framework of one Project has not reached the Minimum Amount of the Funding Target, the funds are transferred back to all participating Lenders.
  17. All costs associated with transferring funds to the Transaction Account and vice versa (such as bank fees) are borne by the User.
  18. In order to grant the Loan the User transfers funds to the Transaction Account in Euro. If the User makes a payment in another currency, DENARIUS INVEST and/or Lemon Way (or other DENARIUS INVEST’s partner – payment service provider) shall have the right to convert the received amount into Euro according to Lemon Way’s (or other DENARIUS INVEST’s partner’s – payment service provider’s) currency exchange rate. All expenses related to the conversion of funds shall be covered from the User’s funds.
  19. All Transactions performed by the User are reflected in the form of a reports in the User’s Posting Account.
  20. In case DENARIUS INVEST service fees are applied DENARIUS INVEST shall have the right to request a payment of corresponding amount, and the User shall transfer it to the DENARIUS INVEST’s Account determined on the Website of DENARIUS INVEST.


6. FUNDING OF PROJECTS

  1. Only a person whose identity DENARIUS INVEST has verified in a manner prescribed by DENARIUS INVEST can request a Loan as a Borrower. Every User who seeks to become a Borrower has to complete the Borrower‘s Reliability Assessment and meet all the applicable reputation and creditworthiness criteria set out by DENARIUS INVEST. The Borrower‘s Reliability Assessment is performed by DENARIUS INVEST in accordance with the internal procedures. DENARIUS INVEST may, at its own discretion, not allow a User to request a Loan or prescribe other additional conditions for requesting a Loan.
  2. Only a person who is registered as an Platform’s User in its capacity as an Investor and whose identity the DENARIUS INVEST has verified in a manner prescribed by DENARIUS INVEST can grant a Loan. DENARIUS INVEST may, at its own discretion, not allow a User to grant a Loan or prescribe other additional conditions for granting a Loan. An Investor shall notify DENARIUS INVEST in case the Investor is acting as a creditor in their economic or professional activity. In case of breach of this obligation to notify the Investor is liable for all direct and indirect damage and expenses which occur or may occur in the future to DENARIUS INVEST or other persons due to the breach of this notification obligation.
  3. In order to grant or obtain a Loan, the Users enter into the respective Loan Agreement via the Platform. The Borrower enters into a separate Loan Agreement with each Investor and the User can enter into several Loan Agreements for funding a single Project.
  4. In order to request a Loan, the Borrower must fill in the relevant application form on the Platform. DENARIUS INVEST can request, that in addition to the application, the person requesting a Loan must submit the relevant business plan, budget, an independent valuation of the real property related to the project, evidence of their creditworthiness and any other information and evidence requested by DENARIUS INVEST at any time.
  5. Upon receipt of the application form referred to in article 6.4. of the Agreement, the Platform reviews the information contained in the application form at its own discretion assessing, among other things, whether or not the Project is appropriate for DENARIUS INVEST and the creditworthiness of the applicant on the basis of the information supplied and any other information which DENARIUS INVEST considers appropriate (and when doing so, DENARIUS INVEST may make enquiries to Third Parties, any relevant registries and use other sources for collecting any information for the purposes of assessing the application). Inter alia, in the course of reviewing the application, DENARIUS INVEST may commission, at the cost of the applicant, a valuation report of the real estate the subject of the Project from a Third Party who is engaged in the business of a real estate valuations.
  6. If DENARIUS INVEST finds that the submitted application is acceptable for DENARIUS INVEST, the applicant may complete and confirm, on the terms agreed with DENARIUS INVEST, the Loan Request for funding of the Project. This Loan Request will be published on the Platform and accessible to all Users. DENARIUS INVEST can allocate a risk category to the relevant Loan Request at its own discretion.
     

7. CONCLUSION OF LOAN AGREEMENTS

 

  1. Entering into a Loan Agreement takes place by way of a Borrower making a Loan Request and the Investors wishing to enter into such Loan Agreement accepting such a Loan Request, as follows:
    1. the Borrower completes, on the terms agreed with DENARIUS INVEST, the Loan Request and confirms it in accordance with the procedure described in paragraph 10 (Confirmation of transactions in DENARIUS INVEST) of the Agreement.
    2. The Loan Request lapses if by the end of the Syndication Period an Investor or Investors have not given an acceptance or acceptances in respect thereof, in an aggregate principal amount of Loan/Loans in at least the Minimum Amount of the Funding Target. DENARIUS INVEST has a right to decrease the Minimum Amount of the Funding Target as indicated in the Loan Request until the expiry of the Syndication Period.
    3. DENARIUS INVEST has a right to extend the initial Syndication Period by up to 30 (thirty) calendar days and the relevant extension does not affect the validity of any Loan Agreement entered into before such extension.
    4. By giving an acceptance, an Investor expresses its intention to be legally bound by the Loan Agreement to be entered into through the giving of that acceptance. The Investor shall have a right without any sanctions to withhold his/her acceptance within Syndication Period, but not later than 5 (five) calendar days prior the expiration of the Syndication Period. In case of extension of the initial Synducation Period the period of the Investor’s right to withhold his/her acceptance will be extended accordingly.
    5. Loan Agreements between every Investor and the Borrower are deemed to have been entered into in a chronological order of acceptances and only insofar as such acceptances have been given in an aggregate amount of Loans equal to the Maximum Amount of the Funding Target.
    6. The loan amount:
      1. may not be less than EUR 50; and
      2. may not exceed the Maximum Amount of the Funding Target.
         
  2. In case where during the Syndication Period the requested amount is aggregated and the Loan Agreements are concluded, as well the Borrower has satisfied all conditions necessary for the disbursement of funds specified in the Agreement and the Loan Agreement, DENARIUS INVEST transfers the Loan amount to the bank account indicated by the Borrower. In case fees for funds transfer are applicable, they should be deducted from the Loan amount immediately before the transfer of the Loan amount to the Borrower’s bank account as indicated in this Agreement.
  3. Following the acceptance of the Loan Request, DENARIUS INVEST prepares a transcript of the Loan Agreement in pdf-format, which will be sent by e-mail or otherwise made available to the Lender and the Borrower within the Platform.
  4. The Loan Agreements will be made available to the Borrower following the lapse of the Syndication Period provided that the Loan Request was accepted by Investors for at least for the amount of the Minimum Amount of the Funding Target shown in the relevant Loan Request.


8. CONCLUSION OF LOAN AGREEMENTS THROUGH AUTO INVEST

(not applicable at the moment!)

  1. In addition to the acceptance (confirmation of the amount of investment) procedure described in article 7.1. of the Agreement, the User has an opportunity to accept the entry into Loan Agreements by using the Auto Invest application.
  2. DENARIUS INVEST shall have the right to stop or cease offering a function that allows Auto Invest at any time at DENARIUS INVEST’s own discretion. DENARIUS INVEST may also selectively restrict the use of the function that allows Auto Invest, for example by disabling this function only to Users from specific countries.
  3. By activating the Auto Invest application, the User grants DENARIUS INVEST a right to enter into Loan Agreements via the Auto Invest application pursuant to the criteria chosen by the User. Auto Invest shall act according to the criteria chosen by the User that can be determined via the User’s Posting Account. DENARIUS INVEST may restrict the use of additional criteria considering the size of the amount being invested per Loan Request via the Auto Invest application.
  4. The criteria that can be established on the Auto Invest application for describing a suitable potential investment object can be the following:
    1. the Loan amount that may be invested per Loan Request via the Auto Invest application;
    2. the minimum amount of the investment has been prescribed by the Platform;
    3. the Interest Rate range;
    4. the loan-to-value ratio (as a range) (LTV);
    5. the Loan period;
    6. the Loan type (depending on the Loan principal amount and/or Interest payment schedule). 
  5. The description of the Auto Invest application, including an explanation about the consequences that the use of the Auto Invest application may entail, shall be made available for the User on the Platform. To start the use of the Auto Invest application, the User shall confirm that it has understood the possible consequences that the use of the Auto Invest application may entail.
  6. The User shall be held full responsibility for the settings selected and confirmed by it, as well as for consequences resulting from such settings confirmation and using the Auto Invest.
  7. The User who wishes to use the Auto Invest application shall choose, at its own discretion, on the Platform the criteria according to which it would like to enter into a Loan Agreement. The User shall confirm the choice of the criteria pursuant to the procedure provided for in article 10. of the Agreement. DENARIUS INVEST shall have the right, inter alia, to establish a minimum and maximum amount of the investment for using the Auto Invest application.
  8. In order to enter into Loan Agreements via Auto Invest, the User must hold sufficient funds in its Posting Account that allow the entry into Loan Agreements pursuant to the criteria chosen by the User.
  9. DENARIUS INVEST, after having received a corresponding order from the User via the Auto Invest application, shall dispose of the funds in the User’s Posting Account in the amount set via the Auto Invest application in accordance with the procedure described in article 7.1. of the Agreement.
  10. When a new application is added on the Platform, the Auto Invest application shall create a list of Investors, who use the Auto Invest application, on the basis of the time of the most recent investment made via the Auto Invest application as well as the Loan amount that they wish to invest via the Auto Invest application. The Investors whose requested investment amount is equal to the minimum amount of investment shall always be assigned a higher priority rank on the list. They shall be followed by the Investors who have determined an investment amount that is larger than the minimum amount of investment, regardless of the exact size of the investment determined. Investors shall be ranked in both parts of the list according to the most recent transaction made by the Auto Invest application so that the highest rank shall be assigned to the Investor whose funds were used to make a transaction the longest time ago. If the funds of an Investor have not been used via the Auto Invest application, the ranking of the Investor in the list shall be determined, in addition to the amount of the investment requested by it, by the time of activation of the Auto Invest application. On the basis of a corresponding list to be generated each time anew, the system shall decide whose funds can be raised upon making an investment, and to what extent. Maintenance of the list by the application shall ensure equal treatment of Investors upon using the funds granted by them for investment. When a new Project is added, the Project financing process via the Auto Invest application shall be as follows:
    1. if the amount set out in the Loan Request is larger than the total sum of the amounts set for investment by the Investors who use the Auto Invest application and to the criteria established by whom the Loan Request corresponds, then:
      1. first of all, the maximum Loan amount of each corresponding Investor shall be calculated;
      2. the rest of the requested funds shall be raised from Investors by individual acceptances via the Platform according to article 7.1.5. of the Agreement;
    2. if the amount set out in the Loan Request is smaller than the total sum of the amounts set for investment by the Investors who use the Auto Invest application and to the criteria established by whom the Loan Request corresponds, but larger than the total sum of the minimum permitted investments to be calculated for all the corresponding Investors, then:
      1. first of all, the minimum permitted Loan amount for each Investor shall be calculated;
      2. the amount being applied for that remains uncovered thereafter shall be raised proportionally from the Investors who have set, via Auto Invest, higher than the minimum amount of investment, according to the amount set by them.
    3. if the Loan amount set out in the Loan Request is smaller than the amount that would be received if each Investor who uses Auto Invest and to the criteria established by whom the application corresponds, invested the minimum amount permitted by the application, then:
      1. the system shall not perform any proportional distribution;
      2. Investors shall be provided with an opportunity to invest according to the list formed from the Investors, whereas the Investors at the beginning of the list shall be started with and the amount raised from each Investor shall be the minimum Loan amount set by the Investor;
      3. Investors shall be raised until the Loan amount is reached and the amount of investment of the last Investor is the amount upon raising which the Loan amount specified in the Loan Request has been raised in full;
      4. the Investor from whom funds are raised shall be placed at the end of the list.
    4. The User can, via its Posting Account and at any time, obtain an overview of the criteria set by it according to the Loan Agreements entered into via the Auto Invest application and the disposal of the funds in its Posting Account. DENARIUS INVEST shall send to the User’s e-mail address notifications of the Loan Agreements that have been entered into, by confirming the entry into the Loan Agreements and the disposal of the funds in the Posting Account according to the criteria set by the User.
    5. The User may, at any time, turn on, temporarily suspend or turn off the Auto Invest application or change the criteria of the Auto Invest application.
    6. The provision of the opportunity to use the Auto Invest application on the Platform shall not in any way constitute any counselling of Users or the provision of advice to the Users in any form by the Platform or the DENARIUS INVEST in respect of the Loans and the Loan Requests on the Platform. DENARIUS INVEST shall not be liable for any loss that the User has incurred or may incur upon using the Platform or the services offered by it, including when using the Auto Invest application.


9. MATTERS RELATED TO PERFORMANCE OF A LOAN CONTRACT

  1. DENARIUS INVEST transfers the Loan Amount to the Borrower’s account after concluding the Guarantee Agreement regarding all Loan Agreements concluded within funding of corresponding Project. The Loan amount is deemed to have been transferred to the Borrower from the moment it has been transferred from the Transaction Account to the Borrower’s account.
  2. If the Loan Agreement provides that the Loan is repayable in instalments pursuant to the repayment schedule, or Interest payable pursuant to the Interest payment schedule, DENARIUS INVEST prepares the relevant Loan repayment schedule or Interest repayment schedule and delivers it to the Lender and the Borrower to their Posting Accounts. The relevant Loan repayment schedule or Interest payment schedule is sent to the Borrower in the form where the payments to be made by the Borrower are shown cumulatively in respect of all the relevant Loan Agreements (not separately in respect of each relevant Loan Agreement). If the Loan repayment schedule or the Interest payment schedule changes during the validity of the Loan Agreement, DENARIUS INVEST prepares a new schedule and delivers it to the Lender and the Borrower within a reasonable time after the changing of the relevant schedule.
  3. The Borrower may prepay a Loan before maturity date in accordance with the terms of the Loan Agreement and only if such a permission is given by DENARIUS INVEST in a format which can be reproduced in writing.

10. CONFIRMATION OF TRANSACTIONS IN DENARIUS INVEST

  1. In cases prescribed by DENARIUS INVEST the User must confirm a Transaction or other action, including a Loan Request and acceptance given in respect thereof, each time by entering the password assigned to the User or in any other manner prescribed by DENARIUS INVEST. By giving the respective confirmation the User expresses its irrevocable intention to be bound by the confirmed Transaction or action.
  2. In cases specified by DENARIUS INVEST, the User must confirm a Transaction, a Loan Agreement or action connected with use of DENARIUS INVEST in a written or notarial form.

 

11. PAYMENT AND CALCULATION PROCEDURE

  1. Payment and calculation procedure provided for in this paragraph applies to all Transactions and actions made via the Platform.
  2. If the User must perform any financial obligation, there must be, no later than on the day when that financial obligation becomes due (or in cases specified in the Agreement, on the day when that financial obligation is committed), free funds on the User's Posting Account for the purpose of performing the relevant obligation in an amount equal to the amount necessary for performance of that financial obligation in full.
  3. If the Borrower must at the same time perform a financial obligation to multiple Lenders and there are no free funds on the Borrower’s Posting Account for the performance of all the financial obligations in full, the remaining insufficient funds on the Borrower’s Posting Account are to be applied towards the performance of those financial obligations to all the relevant Lenders proportionally with the ratio of the outstanding balance of the Loan amount granted by a Lender bears to the aggregate outstanding balance of the Loan amounts granted under all Loan Agreements entered into for the funding of that Project (pro rata).
  4. The User may not perform the financial obligations it owes by way of set-off or make withholdings or deductions from the amounts payable by it without the consent of DENARIUS INVEST given in a format which can be reproduced in writing.
  5. Delay with the performance of the payment obligations of the User arising from the Loan Agreements (first of all the return of the Loan amount and the Interest payment) which does not exceed 3 (three) calendar days shall not amount to the breach of the obligations of the User in the meaning of article 11.2. of the Agreement. In case of a delay with the payment of no more than 3 (three) calendar days neither late payment interest nor measures stated in paragraph 12. shall be applied.

 

12. PAYMENT DEFAULTS AND OTHER BREACHES

  1. If the Borrower does not perform any obligations arising from the Loan Agreement or this Agreement in a timely manner, or if a ground for extraordinary cancellation of a Loan Agreement arises, DENARIUS INVEST can at the expense of the Debtor conduct any actions or take steps on behalf of the Lender/Lenders and/or itself that DENARIUS INVEST considers at its own discretion to be necessary or desirable to achieve the performance of the relevant obligation and/or cancellation of the Loan Agreement or the use of another legal remedy.
  2. DENARIUS INVEST may at its own discretion for the purposes described in article 12.1.:
    1. send reminders, balance notices and warnings to the Debtor (including insolvency and bankruptcy warnings);
    2. provide details about the Debtor to the Third Parties in accordance with the terms of DENARIUS INVEST Privacy Rules;
    3. commence court or arbitral tribunal proceedings, enforcement proceedings, and bankruptcy or other insolvency proceedings, by the procedure provided for by Law and Regulations and in accordance with the Agreement, including participating in the relevant proceedings as a representative of the Lender and on behalf of the Lender;
    4. restrict the Debtor's rights for using DENARIUS INVEST;
    5. extraordinarily cancel the Loan Agreement on grounds provided for in the Loan Agreement or on grounds provided for by Laws and Regulstions; or
    6. organise the enforcement of the guarantor obligations under the Guarantee Agreement;
    7. waive from claiming default interest and/or compensation, if DENARIUS INVEST deems it necessary to achieve the repayment of the Loan and Interest payment to the Lenders;
    8. sell the Due Claims on behalf of the Lenders and/or itself in the course of collection of the Due Claims and/or other enforcement procedure in case it is in the opinion of DENARIUS INVEST in the interests of the Lenders and inform Lenders and the Debtor on behalf of the Lenders about the assignment of the Due Claims.
  3. By registering as a User, each User gives instructions, consent and authorisation to DENARIUS INVEST, with the right of sub-delegation, to carry out, on behalf of the User and as their representative, the actions and steps described in articles 12.1. to 12.2. of the Agreement at its own discretion, with DENARIUS INVEST being entitled to use the Third Parties for the carrying out of such actions and steps. The above described instructions and authorisation also include the right of DENARIUS INVEST to perform any action and/or transaction on behalf of and as a representative of the User which in DENARIUS INVEST opinion is necessary for the assignment described in article 12.6. of the Agreement to be valid.
  4. In accordance with the Laws and Regulations DENARIUS INVEST is entitled to request in its own name a compensation for recovery costs for performing operations described in articles 12.1. and 12.2.
  5. DENARIUS INVEST is entitled to withhold up to 30% of the default interest and up to 50% of other compensations to reimburse its cost of the operations connected with collecting the Borrower’s financial obligations in the name of the Lender.
  6. If DENARIUS INVEST delivers the relevant Assignment Notice to the Lender and Debtor by the procedure provided for in article 23.3. of this Agreement, all Due Claims arising from the Loan Agreements relating to the funding of the relevant Project against the Debtor are deemed to be automatically assigned to DENARIUS INVEST as specified in the Assignment Notice. The respective claims are deemed to be assigned from the moment the addressee has received the Assignment Notice in accordance with article 23.3. of this Agreement.
  7. The Assignment Notice referred to in article 12.6. of the Agreemet may be delivered only when the Loan Agreement/Agreements entered into for funding of the relevant Project is/are extraordinarily cancelled by the procedure prescribed in the other provisions of this paragraph 12. (Payment defaults and other breaches) and in the opinion of DENARIUS INVEST the above described assignment is necessary or desirable so that DENARIUS INVEST could be the creditor of the Debtor in respect of the Due Claims and to participate in its own name and in interests of Lender/Lenders in a proceedings or actions for the collection of the Due Claims and/or other form of enforcement.
  8. Following the assignment described in article 12.6. of this Agreement, DENARIUS INVEST continues to act in the interests of the Lender/Lenders in respect of the assigned claims and reflects the funds received as the result of collecting and/or enforcing of the Due Claims on the Posting Accounts of the relevant Lender/Lenders (having previously deducted and paid all costs and fees related to the relevant actions and steps).
  9. DENARIUS INVEST may cease to carry out the actions and/or steps described in this paragraph 12., or not apply them, if in DENARIUS INVEST opinion performance of the Due Claims is unlikely as the result of the relevant actions and steps or the benefit likely to be received as the result of the relevant actions and steps is less or in a similar scale with the expected costs of the relevant actions and steps. Following delivery of the Assignment Notice, on request of the Lender, DENARIUS INVEST may (but is not obliged to) re-assign to the Lender at the cost of the Lender the Due Claim/Claims previously assigned by that Lender to DENARIUS INVEST pursuant to the procedure of article 12.6. of the Agreement.

 

13. AMENDMENTS TO THE AGREEMENT AND THE LOAN AGREEMENT

  1. DENARIUS INVEST may unilaterally amend the Agreement and the relevant amendments take effect from the moment they are published on the Platform. DENARIUS INVEST may at its own discretion require that the amended Agreement is confirmed by the User.
  2. If the Lenders and/or the Borrowers wish to amend a Loan Agreement already entered into, the negotiations regarding the amendments shall be held by DENARIUS INVEST, acting as the representative of the Lender and in the interest of the Lender.

 

14. RIGHTS AND OBLIGATIONS OF THE USER

  1. The User undertakes: 
    1. not to use the Platform for carrying out illegal transactions, including fraud and money laundering;
    2. to provide only true information about itself upon registration on and using the Platform;
    3. to assess risks connected with using of DENARIUS INVEST’s services continuously and responsibly before concluding Transactions;
    4. to use only secure means and devices of electronic communication and data transmission;
    5. to take all necessary security measures to avoid the access of the Third Parties to the User’s Profile;
    6. immediately, but not later than within 3 (three) business days, to notify DENARIUS INVEST in writing of any changes to the User’s name, surname, e-mail address, User’s Account or other information provided to DENARIUS INVEST;
    7. to respond to DENARIUS INVEST’s requests immediately;
    8. to use the Platform only for the performance of actions according to the Agreememt;
    9. in communication with DENARIUS INVEST to act in a polite manner, observing the norms of behavior generally accepted by the public.
  2. Accepting terms and conditions of the Agreement, the User certifies that it is capable to make individual decisions regarding granting Loans and conclusion of the Loan Agreements, as well as understands all risks, including the risk of failure to recover the Loan or its part.
  3. The User undertakes to ensure on its User’s Posting Account amount of funds sufficient for conclusion of Transactions. If there are not enough funds in the User’s Posting Account, DENARIUS INVEST does not execute the payment and/or Transaction. DENARIUS INVEST bears no liability for the losses incurred to the User due to situation mentioned in this article.
  4. The User is aware that it is allowed to use the User’s Profile only for its owner or the User. The User has no right to give the email address and password to the Third Parties.
  5. The representative of the User (legal person) certifies that it is entitled to dispose of the funds owned by the User and takes full responsibility for such actions.
  6. The User certifies that when using the Platform services the User considers himself not a consumer, but a person which performs economic activity.
  7. The User is aware that the Platform’s services are subject to a set of Laws and Regulations.

 

15. RIGHTS AND OBLIGATIONS OF DENARIUS INVEST

  1. Loan Agreements shall be concluded on the Website of DENARIUS INVEST in accordance with conditions of the Agreement. DENARIUS INVEST shall administrate Loan Agreements.
  2. Funds transferred to DENARIUS INVEST from the User are stored separately from the DENARIUS INVEST’s property on the Transaction Account.
  3. DENARIUS INVEST undertakes to distribute all payments that are due to the User as well as to withhold funds from the User’s Posting Account only according to the procedure specified in the Agreement and the Loan Agreement and in accordance with the Price List.
  4. DENARIUS INVEST is not obliged to distribute the funds that are due to the User within the frame of the Loan Agreement as well as to make any other payouts to the User before it receives the funds due to the User from the Borrower under the terms of the Loan Agreement concluded between the User as a Lender and the Borrower.
  5. DENARIUS INVEST has a right to consider that the User, by entering its Posting Account and making Transaction, expresses its will to obtain DENARIUS INVEST’s services. DENARIUS INVEST is not liable for Transactions made by the Third Parties providing that they have entered the User’s Profile by using the User’s login and password.
  6. DENARIUS INVEST does not provide any advice to the User regarding granting the Loan. All the actions on the Platform are made by the User independently.
  7. DENARIUS INVEST has the right to suspend the granting of Loans by the Investor (individual) if the amount of funds granted by such an Investor has reached EUR 10 000,- (ten thousand euros, 00 euro cents) within one calendar year.

 

16. TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT AND THE LOAN AGREEMENT

  1. The User may not assign or otherwise transfer its rights and obligations arising from the Loan Agreement and the Agreement to Third Parties without the consent of DENARIUS INVEST.
  2. DENARIUS INVEST has a right to transfer its rights and obligations arising from Loan Agreements to the Third Parties on behalf of the Lenders and/or itself in the course of collection of the Due Claims and/or other enforcement procedure in case it is in DENARIUS INVEST’s opinion in the interests of the Lenders. The receivables (minus the possible collection/enforcement costs) from the mentioned transfers must be transferred to the Lenders. DENARIUS INVEST has also a right to transfer the Due Claim to the Third Parties on behalf of the Lenders in case the principal amounts and accrued Interests/default interests of the Loans are paid in full to the Lenders by the assignee as of the date of transfer/transfers of the Loan Agreements and transfer/transfers has no adverse effect on the Borrower/Borrowers (Borrower/Borrowers are deemed to have consented to the mentioned transfer/transfers).

 

17. DENARIUS INVEST’S FEES AND COSTS

  1. Unless stated otherwise, the Borrower undertakes to pay the following fees and cover costs to the DENARIUS INVEST:
    1. an On-boarding Fee;
    2. a Loan Transaction Fee;
    3. a Loan Servicing Fee;
    4. a fee for recovery of the debt/debts;
    5. all costs related to the conclusion of the Loan Agreements;
    6. other fees agreed on between the Borrower and DENARIUS INVEST.
  2. The exact amount of each fee is provided for on a separate Price List.
  3. The User undertakes to pay the fees to DENARIUS INVEST (if any) in accordance with the Price List.
  4. In case of delay in payment or compensation of any fee, duty or costs, the User undertakes to pay default interest to DENARIUS INVEST at the rate of 0,1% (zero point one tenth of a percent) for each delayed day, but no more than 10% (ten percent) from total amount of unpaid funds.
  5. If a Price List in respect of certain actions to be performed and services to be provided by DENARIUS INVEST is published on the Platform, the User referred to in the Price List must pay, immediately upon the first request of DENARIUS INVEST and in addition to any other fees referred to in the Agreement, for the relevant actions and/or services, to DENARIUS INVEST in an amount shown in the Price List. The relevant Price List may prescribe the fees to be paid to DENARIUS INVEST for the actions described in paragraph 12. (Payment defaults and other breaches) of this Agreement or other actions and services.
  6. DENARIUS INVEST may at its own discretion unilaterally waive any fees to be paid to DENARIUS INVEST based on this Agreement or the Loan Agreement or decrease the amount of the relevant fees unilaterally.
  7. The payment obligation shall be deemed to be fulfilled at the moment when the funds are transferred into the DENARIUS INVEST’s Account.

 

18. TAXATION

  1. The User realizes and understands that in accordance with applicable tax legislation, the revenue received by the User is a subject to income tax.
  2. DENARIUS INVEST is not entitled to withdraw taxes, fees and other payments from funds paid to the User. The User bear full liability for all applicable taxes payments arising from the Loan Agreements in accordance with effective legal tax regulation of the User’s country of tax residence.

 

19. LIABILITY OF THE PARTIES

  1. The User’s liability:
    1. the User shall be liable for all losses incurred as the result of unauthorized conduct, if the User has acted illicitly or has intentionally (on purpose) or due to gross negligence failed to fulfill the requirements prescribed in articles 4.7. and 4.8. of the Agreement.
    2. the User shall assume full liability for all losses, assumed commitments, or other activities carried out in the User’s Profile until DENARIUS INVEST has been warned about situations specified in article 4.7. of the Agreement and when DENARIUS INVEST has had a sufficient time to block access to the User’s Profile.
    3. the User concludes Transactions on the Website of DENARIUS INVEST personally and at its full responsibility. The User uses the samples of agreements offered on the Website of DENARIUS INVEST at its sole risk and its full responsibility. DENARIUS INVEST bears no liability for the User’s possible obligations arising from requirements of Law and Regulations, resulting from Transactions concluded on the Website of DENARIUS INVEST.
    4. if the User denies having authorized (given consent) the performance of a Transaction, the use of the User’s Profile and password shall be deemed a sufficient evidence for that the User has given consent to the Transaction or that the User has acted fraudulently, or has intentionally or negligently failed to fulfil the duties prescribed in articles 4.7. and 4.8. of the Agreement.
  2. DENARIUS INVEST’s liability:
    1. if as result from illicit activity of DENARIUS INVEST the User suffers losses, DENARIUS INVEST shall reimburse all direct losses inflicted upon the User. The extend of damages is restricted with the amount of funds present in the User’s Posting Account at the time when the losses were incurred.
    2. DENARIUS INVEST is not liable for the accuracy and completeness of information provided by the Borrower.
    3. DENARIUS INVEST is fully released from liability towards the User for any losses that the User has or might suffer as a result of using the Website of DENARIUS INVEST or granting the Loan, including:
      1. if the User has failed to observe provisions of the Agreement;
      2. as a result of illicit conduct of Third Parties until the moment when the User’s Profile has been blocked pursuant to the procedure established in article 4.7. of the Agreement;
      3. due to interrupted communications and other interruptions or obstacles that are not dependent on DENARIUS INVEST;
      4. if pursuant to the conditions of the Agreement the User's access to the User's Profile has been blocked;
      5. due to the illicit conduct of the Borrower and due to the Borrower’s infringing the Loan Agreement.
  3. DENARIUS INVEST has no obligation to pay to the User any payment under the Loan Agreement till the moment when DENARIUS INVEST has received such payment from the relevant Borrower in accordance with conditions of the Loan Agreement.
  4. The Parties shall not be liable for failure to fulfil their obligations if the non-fulfilment has occurred due to reasons that are independent on the Parties (force majeure), which the Parties could not have predicted or affected, including power outages, adopted Laws and Regulations, strikes, military activities, natural calamities, or other circumstances, which the Parties could not have prevented or predicted. The Party suffering from the force majeure circumstances shall have the right to refer to them only and solely in case if it has taken all steps that depend on it in order to fulfil the obligations under the Agreement. It is considered that the official document (reference, decision etc.) provided by the competent state or self-government establishment is a full argument of existence of the force majeure circumstances. Once the force majeure circumstances have been prevented, the Parties must immediately resume the performance of their obligations under the Agreement.
  5. As the Parties use means of communications during the performance of the Agreement, DENARIUS INVEST shall not be held responsible for any losses incurred due to interrupted service of mail, facsimile, electronic or other means of communications, as well as technologies ensuring the respective DENARIUS INVEST’s services, including, but not limited to, interrupted services of means of communication, interruptions in the functioning of the Website of DENARIUS INVEST, electronic data exchange and payment system of credit institutions (including online banking).

 

20. CONFIDANTIALITY AND THE USER’S PERSONAL DATA

  1. Any information arising from the Agreement is considered as confidential in part that is not published on the Website of DENARIUS INVEST.
  2. DENARIUS INVEST undertakes not to disclose to the Third Parties the information related to the User’s activity on the Platform unless the disclosure is required by Laws and Regulations and except the cases referred to in this paragraph 20. of the Agreement.
  3. The User undertakes not to disclose to the Third Parties the information related to the Platform’s services that may affect the interests of DENARIUS INVEST or the Borrower.
  4. The password for the User’s Profile is confidential information that DENARIUS INVEST and the User undertake not to disclose to the Third Parties.
  5. The User is informed that DENARIUS INVEST as personal data processor in accordance with conditions of GDPR is entitled to process all the User’s personal information received from the User, as well as to transfer it and to receive personal data and other information on the User from the Third Parties, for instance, state revenue services, offices for prevention of laundering of proceeds derived from criminal activity, credit information bureaus, debt collecting service providers, etc., databases, limited access government information systems with a purpose to evaluate solvency of potential or existing User and managing of DENARIUS INVEST’s credit risk, as well as for in situations such information is necessary for services providing in accordance with corresponding normative acts, and to process it.
  6. The User gives its consent for its personal data processing (both electronically and manually) in order DENARIUS INVEST could attain its objectives such as keeping Users records, offering, rendering and maintaining services, financial and statistical analysis, realization and protection of DENARIUS INVEST’s and/or the User’s rights arising from the Agreement. The User has the right to withdraw its consent at any time. The withdrawal of consent shall not affect the lawfulness of processing based on consent before its withdrawal. The personal data should not be erased where processing is necessary for compliance with a legal obligation which requires processing by EU or Member State law to which DENARIUS INVEST is subject or for the performance of a task carried out in the public interest or in the exercise of official authority vested in the DENARIUS INVEST, for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes or for the establishment, exercise or defense of legal claims.
  7. DENARIUS INVEST informs the User and the User gives its Consent for its personal data disclosing by DENARIUS INVEST to:
    1. the companies and enterprises related to DENARIUS INVEST or which directly or indirectly have obtained a significant share in the share capital of DENARIUS INVEST, or in which DENARIUS INVEST has obtained direct or indirect participation, insofar as such information is necessary for the performance of functions delegated to them or for the performance of the Agreement concluded between DENARIUS INVEST and the User;
    2. any person related to the fulfilment of commitments arising to DENARIUS INVEST from the Agreement (including, but not limited, to communications service providers, IT service providers, payment intermediaries, credit institutions etc.), ensuring the person related commitment to protect and do not disclose personal data received;
    3. outsourced service providers that DENARIUS INVEST has engaged in the provision of services arising from the Agreement, insofar as such information is necessary for the performance of functions delegated to them, ensuring the recipient`s commitment to protect and do not disclose personal data received;
    4. upon handing over (transferring) the claim, ensuring the recipient`s commitment to protect and do not disclose personal data received;
    5. Third Parties, who is taking legal actions in connection with debt collection from the User (for instance, debt collectors, lawyers, court bailiffs, insolvency administrators and other persons acting in accordance with Laws and Regulations), ensuring the recipient`s commitment to protect and do not disclose personal data received;
    6. legal, accounting and auditing service providers to DENARIUS INVEST, ensuring that the said persons have undertaken not to divulge such information, ensuring the recipient`s commitment to protect and do not disclose personal data received.
  8. The User confirms that DENARIUS INVEST is entitled to use the User’s postal address, e-mail, and/or telephone number indicated in the User’s Profile to send commercial and promotional communications about DENARIUS INVEST and/or products and special offers of DENARIUS INVEST. The User gives such consent within registration process on the Platform and has the right to withdraw it at any time by sending notification to DENARIUS INVEST via e-mail or other communication facility coordinated with DENARIUS INVEST.
  9. DENARIUS INVEST is entitled to call and to send text messages (SMS) to the telephone number indicated in the User’s Profile, to send letters via e-mail to the e-mail address indicated in the User’s Profile, as well as to dispatch mail to the User’s postal address indicated by the User.

 

21. TERMINATION OF THE AGREEMENT

  1. DENARIUS INVEST is entitled to restrict the User’s right to use the Website of DENARIUS INVEST and/or terminate the Agreement and delete the User’s Profile if:
    1. the User breaches conditions of the Agreement or the Loan Agreement or illicitly uses the resources of the Website of DENARIUS INVEST;
    2. the User has provided false or misleading information or counterfeit documents;
    3. DENARIUS INVEST suspects money laundering, terrorism financing or an attempt of such activities with the involvement of the User or the User’s Profile.
  2. DENARIUS INVEST has the right to unilaterally terminate the Agreement at any time within the validity period of the Agreement, by sending a notice to the User’s e-mail at least 30 (thirty) calendar days prior. As of the moment of sending the notice, the User is forbidden to enter into new Loan Agreements, as well as to use the User’s Profile. In this case DENARIUS INVEST continues to administrate all of the User’s Loan Agreements concluded before the notice of DENARIUS INVEST on unilateral termination of the Agreement is sent in compliance with the Agreement and the Loan Agreement.
  3. The User at any time during the validity period of the Agreement is entitled to request that the User’s Profile is deleted and the Agreement is terminated on the condition that there are not any active Loan Agreements administrated by DENARIUS INVEST.
  4. If the User wishes to delete the User’s Profile and terminate the Agreement, the User sends a relevant notification from the User’s e-mail address to DENARIUS INVEST or fills in the relevant notification on the User’s Profile and confirms it according to the procedures stipulated on the Website of DENARIUS INVEST. DENARIUS INVEST shall reply to that request proving the fact of termination of the Agreement. If at the time of termination of the Agreement there are relevant and valid Loan Agreements or User’s outstanding obligations towards the DENARIUS INVEST, DENARIUS INVEST shall prohibit User from using Platform services, including to conclude new Transactions, but shall allow access its Posting Account until all funds are withdrawn.
  5. If the Agreement is terminated, DENARIUS INVEST transfers all funds that are available on the User’s Posting Account to the User’s Account no later than within 3 (three) business days from the moment of the termination of the Agreement.

 

22. DISPUTES SETTLEMENT AND APPLICABLE LAW

  1. The Agreement is made in accordance with Laws and Regulations and all legal relations resulting from the Agreement shall be regulated by the Laws and Regulations.
  2. Each dispute or disagreement arising from or connected with the Agreement shall be settled by negotiations.
  3. If the Parties are not able to settle dispute by negotiation within 5 (five) business days from the first negotiation, each of the Parties for dispute settlement may refer to a court in accordance with the procedure provided for by Laws and Regulations.

 

23. OTHER CONDITIONS 

  1. If the representation of the numbers in words in the text of the Agreement differs from the representation in numbers, the representation of the numbers in words shall prevail.
  2. Situations that are not stipulated in the Agreement shall be settled in accordance with information stipulated on the Website of DENARIUS INVEST valid at the moment of appearance of such situation.
  3. All notifications of the Parties must be put in writing and sent to the other Party within the Website of DENARIUS INVEST, by mail or e-mail, to the mailing and/or e-mail address indicated in the User’s Profile. Correspondence sent in mail shall be deemed received on the 7th (seventh) calendar day following the date indicated on the stamp by the postal service provider on the acceptance of a registered letter. Notifications sent to the User’s e-mail address shall be deemed received within 24 (twenty-four) hours after the dispatch.
  4. To develop and improve the services offered on the Website of DENARIUS INVEST, DENARIUS INVEST is entitled to introduce unilateral amendments to the Agreement. DENARIUS INVEST posts the amended Agreement on the Website of DENARIUS INVEST and sends it to the User’s e-mail address.
  5. About amendments connected with payment under the Agreement carrying out, DENARIUS INVEST notifies the User 30 (thirty) calendar days prior until entering into force of such amendments.
  6. DENARIUS INVEST is entitled to unilaterally amend the Price List at any time, including determining new commission fees, as well as at the unilateral discretion of DENARIUS INVEST to grant discounts from commission fees indicated on the Price List. About amendments connected with the Price List, DENARIUS INVEST notifies the User 30 (thirty) calendar days prior until entering into force of such amendments.
  7. The User accepts or denies amendments to the Agreement and/or of the Price List offered by DENARIUS INVEST on the Website of DENARIUS INVEST during 30 (thirty) calendar days from the moment of receiving notification from DENARIUS INVEST about corresponding amendments.
  8. In case the User does not accept or deny amendments to the Agreement and/or of the Price List within term specified above, the Agreement and/or the Price List shall be deemed as accepted automatically.
  9. In case the User does not agree with amendments to the Price List, the User shall have the right to unilaterally terminate the Agreement in accordance with conditions of paragraph 21. of the Agreement.
  10. The Agreement is binding to the User during all time until the User’s Profile is deleted and the Borrower’s obligations arising from the Loan Agreement the User has enetered in are fulfilled in full.
  11. The Parties agree not to disclose the information arising from the Agreement to the Third Parties, except as prescribed in the Agreement and in Laws and Regulations.
  12. In case the User has any questions, it can contact DENARIUS INVEST by sending an e-mail to the support service of DENARIUS INVEST at e-mail address: info@denainvest.com.
  13. The Agreement is drafted in English. The text in any other language is considered as a translation. In the event of disputes arising from the Agreement, the text in English shall prevail.